Vox Humana Agreement

VOX HUMANA AGREEMENT

This Vox Humana Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing vocal performance, voice recording, editing, and related artistic services under the name Vox Humana; and

WHEREAS, Client desires to retain and Service Provider agrees to provide specified vocal and production services for the Project described below in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the creation, delivery, and use of voice recordings and related deliverables.

SCOPE OF WORK

Service Provider shall perform the following services for Client (collectively, the "Services") and shall deliver the Deliverables described below in accordance with the schedule and specifications set forth by the parties.

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for the Services and Deliverables. Fees do not include sales, value-added, or other transactional taxes, which shall be Client's responsibility unless otherwise agreed in writing.

If any undisputed amount is not paid within days after the due date, Client shall pay interest at a rate of % per month on the overdue balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: or until completion of the Services.

Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the effective date of termination. In the event of termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in connection with the Services.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information excludes information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. These obligations shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the final Deliverables for the purposes set forth in this Agreement. Service Provider retains all underlying rights in pre-existing works, methodologies, and performance styles. If the parties intend assignment of copyright or exclusive rights, such assignment must be set forth in a separate signed writing specifying scope, territory, and duration.

Client warrants that it has obtained all necessary rights, consents, and clearances for any third-party materials provided to Service Provider for inclusion in the Deliverables, and Client shall indemnify and hold Service Provider harmless from any claims arising from Client-provided materials.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other party from third-party claims arising out of its breach of this Agreement, willful misconduct, or negligent acts. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party's aggregate liability shall exceed the total fees paid under this Agreement for the Services giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice in accordance with this section. Notices shall be deemed given when received by hand delivery, nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The parties acknowledge that they have had the opportunity to review and negotiate the terms and that any ambiguities shall not be construed against the drafter.

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