Production Agreement - Template, Sample Form Online Pro · US-law

MUSIC PRODUCTION AGREEMENT

State of ________

This Music Production Agreement (the "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________ ("Producer"), a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

and

________ ("Client"), a ________ organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

Producer and Client may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client wishes to engage Producer for the production of music, as defined further below;

WHEREAS, Producer has the skills, qualifications, and expertise required to provide the production services (the "Production Services," as defined further below) to Client;

WHEREAS, Producer wishes to render such Production Services to Client;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. DEFINITIONS

As used in this Agreement:

(a) "Production Services" means the following specific services that Producer will provide to Client under the terms and conditions set forth herein:

________

The Production Services shall include the ability and responsibility of Producer to deal with all requisite third parties, including, without limitation, securing the rights to any intellectual property needed to complete production of the Work. The Production Services shall also include publicity and marketing for the Work to the extent agreed by the Parties.

(b) "Project" means the particular project that the Parties will be working on together, specifically:

________

(c) "Work" means the completed work product provided by Producer to Client at the completion of the Project.

(d) "Commencement Date" means the date Producer begins work on the Production Services for Client. The Commencement Date shall be ________.

(e) "Completion Date" means the date that Producer will complete or cease the provision of Production Services to Client. The Completion Date shall be ________.

(f) "Minimum Required Time" means the minimum amount of time that Producer must devote to the provision of Production Services under the terms of this Agreement, specifically ________. Producer will keep Client apprised of how much time is being spent on the provision of Production Services and will provide a breakdown of time upon Client's request. If Producer dedicates more than the Minimum Required Time to the provision of Production Services, the Fees will not be increased unless prior written approval is given by Client and any such increase has been agreed to by both Parties. If Producer does not spend at least the Minimum Required Time in providing the Production Services, the Fees will be reduced pro rata for the percentage of the Minimum Required Time actually completed, or otherwise in accordance with the terms and conditions of this Agreement, unless otherwise agreed.

(g) "Key Dates" means specific dates during the time period that the Production Services are being rendered on which Producer agrees to meet specific events or deadlines. The Key Dates shall be as follows:

________

(h) "Fees" means the payment Client will pay to Producer for the rendering of the Production Services, specifically as follows:

$________ (________), as a fixed fee for all Production Services rendered.

§ 2. AGREEMENT

Subject to the terms and conditions of this Agreement, Producer hereby agrees to render the Production Services to Client, beginning on the Commencement Date and ending on the Completion Date, and to meet the specified Key Dates, and Client agrees to pay Producer the Fees required for the Production Services.

§ 3. SPECIFICATIONS

The Project shall have the following required specifications:

________

§ 4. FEES AND PAYMENT

Client agrees to pay Producer the required Fees, as outlined elsewhere in this Agreement, for the provision of the Production Services, subject to the following terms and conditions:

(a) Invoice Interval: Producer shall be entitled to invoice Client at the following interval: ________.

(b) Invoice Period: Client shall have the following period of time in which to pay Producer's invoice:

________

(c) Method of Payment: Producer will accept the following forms of payment:

________

(d) Expenses: Producer is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Production Services, including but not limited to travel, photocopying, courier services, and postage, subject to Client's prior approval.

(e) Penalties: If Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, Producer shall be entitled to:

(i) charge interest on the outstanding amount at the rate of ________% per annum (________ percent per annum), or the maximum rate permitted by applicable law, whichever is less;

(ii) require Client to pay for the Production Services, or any remaining part of the Production Services, in advance; and

(iii) cease performance of the Production Services completely or until payment is made, at Producer's sole and exclusive discretion.

(f) Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client or Producer shall be the sole and exclusive responsibility of each, respectively.

§ 5. ROYALTIES

In addition to the Fees described herein, Producer shall be entitled to the following royalties:

________

§ 6. INTELLECTUAL PROPERTY

In accordance with the terms and conditions of this Agreement, Producer acknowledges and agrees that, to the maximum extent permitted by the U.S. Copyright Act, 17 U.S.C. § 101 et seq., all work done by Producer for Client, including the finished Project and Work, shall be considered a "work made for hire" and shall be the sole and exclusive intellectual property of Client. Client shall maintain all rights to the ownership, control, licensing, and exploitation of the completed Work.

To the extent any such work does not qualify as a "work made for hire" under applicable law, Producer hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest in and to such work, including all copyrights, master recording rights, and related intellectual property rights, and agrees to execute any documents reasonably necessary to perfect such assignment.

Additionally, Producer may create certain intellectual property (the "Created IP"), including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, recordings, or any other intellectual property required to render the Production Services to Client. Unless the Parties otherwise agree in writing, any Created IP generated by Producer in connection with the provision of Production Services to Client shall belong to Client.

Any intellectual property provided by Client to Producer to assist in the provision of Production Services, that was not created by Producer pursuant to this Agreement, shall belong to Client.

§ 7. CREDITS

The Parties may separately agree, in a signed writing, as to the credits that will be visible at the completion of the Work.

§ 8. BUDGET

The total budget for the Project, exclusive of the compensation paid to Producer under the terms of this Agreement, is as follows: $________ (________). Producer is entitled to spend the budget as necessary for the Project, in a reasonable manner.

§ 9. WARRANTIES

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§ 10. LIMITATION OF LIABILITY

Except in cases of death or personal injury caused by either Party's negligence, and except for either Party's indemnification obligations or breach of its confidentiality or intellectual property obligations hereunder, either Party's liability in contract, tort, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the Fees paid by Client to Producer.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

§ 11. INDEMNIFICATION

Client hereby agrees to indemnify, defend, and hold harmless Producer, and all of Producer's agents, employees, and representatives, against any and all damage, liability, and loss, as well as reasonable attorneys' fees and costs incurred, as a result of any wrongdoing or unlawful acts by Client, related to or arising out of the Parties' relationship as outlined in this Agreement.

Producer hereby agrees to indemnify, defend, and hold harmless Client, and all of Client's agents, employees, and representatives, against any and all damage, liability, and loss, as well as reasonable attorneys' fees and costs incurred, as a result of any wrongdoing or unlawful acts by Producer, related to or arising out of the Parties' relationship as outlined in this Agreement.

This clause shall not be read to provide indemnification for any Party in the event that a court of competent jurisdiction, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.

§ 12. TIME FOR PERFORMANCE

Time shall be of the essence for the performance by Producer of its obligations under this Agreement. Any dates, periods, or times for performance specified in this Agreement are to be met, and in default thereof, Producer will be in breach of this Agreement.

§ 13. TERMINATION

(a) This Agreement may be terminated by either Party, upon written notice:

(i) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days, or that should have been remedied within fourteen (14) days after a written request and was not;

(ii) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform; or

(iii) if the other Party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either Party reasonably considers that a conflict or potential conflict of interest has arisen between the Parties.

(b) This Agreement may be terminated by Producer if Client fails to pay any requisite Fees within seven (7) days after the date they are due. Producer may terminate this Agreement immediately, with no notice period, upon written notice.

(c) This Agreement may be terminated by Client if Producer fails to meet deadlines or fails to render adequate Production Services (in Client's reasonable discretion). Client may terminate this Agreement immediately, with no notice period, upon written notice.

If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Production Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Producer related to the rendering of Production Services prior to the date of termination.

Any termination under this section shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this section.

§ 14. CONFIDENTIALITY

Each Party agrees to hold in strict confidence all non-public information disclosed by the other Party in connection with this Agreement, and to use such information solely for the purpose of performing its obligations hereunder. This obligation shall survive the termination of this Agreement for a period of ________, except with respect to trade secrets, which shall remain confidential for so long as they constitute trade secrets under applicable law.

§ 15. GENERAL PROVISIONS

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of ________ and any applicable federal law, without regard to its conflict of laws principles. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory in nature.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

(d) AMENDMENTS: This Agreement may only be amended in a writing signed by both Parties.

(e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute a waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.

(f) SEVERABILITY: If any provision or term of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision or term shall be severed from the remainder of this Agreement, and the remaining provisions and terms shall continue in full force and effect to the fullest extent permitted by law.

(g) RELATIONSHIP OF THE PARTIES: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Producer is an independent contractor, and neither Party shall have the authority to bind or incur any obligation on behalf of the other Party.

(h) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(i) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

(j) COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute a single agreement.

(k) FORCE MAJEURE: Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

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Producer:

________

Client:

________

Notices sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of first class or certified mail), the next working day after dispatch (in the case of overnight courier), or the next working day after sending (in the case of e-mail).

In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged, as the case may be.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PRODUCER

Name: ________

Representative Name: ________

Representative Signature: ________________________

Representative Title: ________

Date: ________

CLIENT

Name: ________

Representative Name: ________

Representative Signature: ________________________

Representative Title: ________

Date: ________