Voice Directing Document Template

VOICE DIRECTING DOCUMENT TEMPLATE

This Voice Directing Agreement (the "Agreement") is entered into as of by and between Client Name: and Voice Director: .

WHEREAS

WHEREAS, Client desires to engage Director to provide voice directing services in connection with the production identified in this Agreement and Director represents that Director has the expertise, experience, and capacity to provide such services on the terms set forth herein.

WHEREAS, Director agrees to render voice directing services to Client for the sessions, deliverables, and usage set forth in this Agreement, and the parties desire to set forth the terms and conditions governing their relationship.

WHEREAS, the parties intend that Director's services include creative direction of vocal performance, session supervision, notes to talent, and delivery of direction-related materials as further described below.

PARTIES AND CONTACTS

SCOPE OF WORK

Director will provide voice directing services that shall include preparation, live session direction, notes and feedback to talent, and delivery of direction memos and marked-up scripts where applicable. Deliverables, session frequency, and technical requirements are described below.

PAYMENT TERMS

In consideration for the services described in this Agreement, Client shall pay Director the fees and on the payment schedule set forth below. All fees are exclusive of applicable taxes and third-party costs unless otherwise specified.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until the services have been completed and all deliverables accepted, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period above following written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence all confidential information disclosed by the other party in connection with this Agreement and shall not disclose such information except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes publicly known other than by breach of this Agreement or was already known to the receiving party prior to disclosure.

OWNERSHIP AND LICENSES

All direction notes, marked scripts, and other materials prepared by Director in the performance of services shall be deemed "Work Product." Unless otherwise agreed in writing, Director retains ownership of pre-existing materials and methodologies, and Client is granted a limited, non-exclusive license to use Work Product solely for the production specified in this Agreement and for the term set forth below.

REPRESENTATIONS; INDEMNITY

Each party represents that it has the right and authority to enter into this Agreement. Client will indemnify and hold Director harmless from claims arising out of Client-provided materials, talent selection, or Client's use of the delivered Work Product beyond the scope of this Agreement. Director will indemnify Client for gross negligence or willful misconduct in the performance of services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by both parties.

GENERAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to a successor in interest in connection with a sale of substantially all of its assets.

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