CONTRACT FOR THE PRODUCTION OF AN AUDIO VERSION FOR THE BOOK TITLED;
WHEN THERAPY ISN’T ENOUGH: SEEKING DIVINE INTERVENTION”
THIS CONTRACT (the “Contract”) is made and entered into on…………day
of……………Two Thousand and Twenty-One (2021)
BETWEEN;
HEATHER ………., a self-published author, copyright holder and narrator of her book
titled, “When Therapy isn’t enough: Seeking Divine Intervention” whose address is
[insert address] of the one part hereinafter referred to as “The Author”
AND
PROGRESSIVE ENTERPRISE SOUND STUDIOS, a recording, producing and engineering
company with expertise in audiobook production and which in this context is
recording and producing the author’s audiobook. The address for this party is ………
and shall hereafter be referred to as “The Producer”.
RECITALS
A. The Author is the copyright holder of her book, “When Therapy isn’t enough:
Seeking Divine Intervention” and has contracted the Producer to bring to
fruition the production of the audio version of the aforementioned book.
B. The Author will pay for this particular service, through her donor, whose
details are well within the parties’ knowledge and which will be further
elaborated in this contract.
C. The Producer is agreeable to recording and producing the audiobook and will
endeavor to bring out excellence in quality while undertaking the task.
D. In producing the audiobook, the producer will not retain any rights whatsoever
and the amount advanced in payment will be considered full and final payment
for the service.
E. The parties have agreed to be bound by the terms of this written contract as
well as the terms discussed prior orally, which oral terms align with this
contract.
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NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS
HEREBY AGREED AS FOLLOWS:
- DEFINITIONS AND INTERPRETATION
1.1. In this Contract, except to the extent expressly provided otherwise:
“Contract” means this Contract, and any amendments to this contract from time
to time;
“Effective Date” means the date of execution of this Agreement;
“Intellectual Property Rights” means the Author’s copyrights and copyright
applications, including any renewals, in any country; trade secrets or any data or
information which provides value or a competitive advantage to the Author
and/or any privacy, publicity or other personal right of the Author.
“Proprietary or Confidential Information” includes, without limitation, (i)
written or oral contracts, business methods, business policies, computer
retained information, notes, or financial information among other related
documents.
1.2. Any annexures or schedules to this contract shall form an integral part of and
be construed in accordance with this contract.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to
include, as appropriate, its permitted successors, personal representatives or
assigns.
1.4. The headings in this contract are included for convenience only and shall not
affect the interpretation or construction of this contract.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender. - TERMS GUIDING THE PRODUCTION OF THE AUDIOBOOK
2.1 As aforementioned, the Author is self-published and the entire copyright holder
of her book seeking to produce an audio version of the said book.
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2.2 The production of the audiobook began on 2 nd February 2021, guided by an oral
agreement between the Author and the Producer, which terms align with this
written contract. The parties herein have agreed that the terms of the oral
agreement form part of this contract and shall be fully binding.
2.3 The Author shall retain all rights relating to her book even after the production
of the audio version of the book. For avoidance of doubt, the Producer shall not
have any copyright to the audiobook during or after the production of the same.
2.4 The Author shall narrate her book with the guidance and expertise of the
Producer. The Producer shall however consider the Author’s views and
suggestions with the intention of creating the best audiobook.
2.5 Upon the completion of the audiobook, the Author shall be entitled to
distribute the book freely and receive all royalties. For avoidance of doubt, the
Producer shall not be entitled to any royalties resultant from the sale and/or
distribution of the audiobook.
2.6 The Producer shall not at any time distribute the audiobook without the
express consent of the Author in writing, which consent shall be sought each
time the Producer wishes to distribute the Author’s work.
2.7 The Producer has expressed interest in putting up a clip on Sound Cloud.
Whereas the Author does not have any objection to the uploading of the said
clip, the clip must not exceed five minutes of the audiobook. If the clip exceeds
five minutes, the Producer must seek written consent from the Author failure to
which will result to breach of a fundamental term of the contract.
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2.8 The Producer shall be obligated to avail the files that the author may request
pertaining to the audiobook in the requested format. Both parties agree that the
Author owns the files to the audiobook infinitely.
- CONSIDERATION
3.1. The Producer’s cost has been agreed at USD 50 per hour which amount shall be
paid by the Author’s donor, Jay Miranda. The Producer has direct access to the
donor and is well able to make a requisition for payment as well as account for
funds that may be paid in advance.
3.2. This amount in the sum of USD 50 per hour is the only amount that shall be
payable. The total amount shall be determined by the number of hours that the
parties will spend in bringing the audiobook to completion.
3.3. The mode of payment shall be determined by the Producer and the donor while
considering the most convenient and effective way. - INTELLECTUAL PROPERTY
Nothing in this contract shall enable or permit the Producer to acquire any equity or
propriety right, title, exclusive rights or interest in or to any of the Author’s
Intellectual property.
- CONFIDENTIALITY AND NON-DISCLOSURE
4.1. The Parties shall maintain the confidentiality of all the confidential affairs
and/or information of each other and shall not disclose such information to a
third party without the express consent of that party.
4.2. Each party’s Proprietary or Confidential Information shall remain the sole and
exclusive property of that party. The parties agree that in the event of use or
disclosure by the other party other than as specifically provided for in this
contract, the non-disclosing party may be entitled to equitable relief.
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- TERM AND TERMINATION
This contract shall come into force and effect on the Effective Date and shall remain
effective for as long as the audiobook is existent and in circulation unless parties
otherwise agree to fundamentally alter the terms herein. - FORCE MAJEURE
6.1. In this Section “Force Majeure” shall mean any event beyond the reasonable
control of the Parties, and which is unavoidable notwithstanding the reasonable
care of the party affected, and shall include but not be limited to war,
insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire,
earthquake, flood, unavoidable accident, epidemic, act of God, action or
inaction of any governmental official or agency (civil or military) and refusal of
any licences or permits, if properly applied for.
6.2. If either Party is prevented from or delayed in performing any of its obligations
under this contract by an event of Force Majeure, then it shall notify the other
in writing of the occurrence of such event and the circumstances thereof within
fourteen (14) days after the occurrence of such event.
6.3. The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this contract for so long as the
relevant event of Force Majeure continues and to the extent that such Party’s
performance is prevented or delayed. The occurrence of any event of Force
Majeure affecting either party shall not give rise to any claim for damages or
additional costs and expenses suffered or incurred by reason of Force Majeure. - SEVERABILITY OF PROVISIONS
7.1. If any provision or part-provision of this contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this Clause
shall not affect the validity and enforceability of the rest of this contract.
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7.2. If one Party gives notice to the other of the possibility that any provision
or part-provision of this contract is invalid, illegal or unenforceable, the Parties
shall negotiate in good faith to amend such provision so that, as amended, it is
legal, valid and enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
- WAIVER
8.1. Failure by either party to enforce any provision of this contract will not
constitute a waiver or affect its right to require the future performances
thereof, nor will its waiver of any breach of any provision of this contract
constitute a waiver of any subsequent breach or nullify the effectiveness of any
provision.
8.2. No waiver will be binding unless made in writing and signed by the party
making the waiver and specifically stating that it waives a provision of this
Agreement. - GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Contract shall be governed by and construed in accordance with the laws
and regulations of the United States of America.
9.2. Any dispute arising out of or in connection with this Contract shall be settled
amicably by the parties in good faith by whatever means the parties deem
appropriate. If the parties cannot themselves resolve any such dispute between
them within 30 days from the time the dispute arose, initial resort shall be had
to private conciliation or mediation in a form agreed by the parties. If within
sixty (60) days after the dispute has arisen a satisfactory private conciliation or
mediation process has not been agreed upon by the parties, or if within ninety
(90) days after the dispute has been submitted for private conciliation or
mediation it has not been resolved to the satisfaction of the parties, then the
dispute may be submitted for final and conclusive resolution to the court. - NON-ASSIGNMENT
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