THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by the Contractor and the Convertor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Term: This agreement shall be valid from _________________until ____________________.
Services: The Contractor shall read a prepared statement, record their voice reading the said statement, and send the recording to the Convertor who will then use the recording and convert it to an Artificial Intelligence (AI) voice. The Contractor shall perform their services professionally, faithfully, diligently, per this agreement, and per acceptable industry standards.
Disclaimer: The Contractor irrevocably and unconditionally waives all rights (except for the payment of the recording in Section 4 below) relating to the recording and the resulting AI voice which they may now or may in the future be entitled including any intellectual property rights (if any). Those rights and interest shall irrevocably vest in and is hereby assigned to the Convertor who shall have the unfettered right to deal with them or any part of it in any way the Convertor deems fit.
Without limiting the generality of the foregoing, the Convertor shall have the right to distribute and use the AI voice in any manner they deem fit including use in intellectual endeavors such as audiobooks, podcasts, videos, and any other media endeavor which may require an artificial voice.
Payment: For the Services rendered, the Contractor shall receive $___________ payable within ________________days of sending the recording.
Relationship of the Parties: The relationship of the parties hereto is that of an independent contractor. The Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby.
Non-assignment: The Contractor shall not transfer or assign this agreement without the Convertor’s consent. However, the Convertor may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Convertor does so, anyone to whom the Convertor transfers, assigns, or subcontracts any or all of its obligations will have all of the Convertor’s rights with respect to such obligations.
Indemnification: The Contractor agrees to indemnify, hold harmless and defend the Convertor and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, herein.
Confidentiality: All non-public, confidential or proprietary information of the Convertor, disclosed by the Convertor to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Convertor in writing. Upon the Convertor’s request, the Contractor shall promptly return all documents and other confidential materials received from the Convertor. The Convertor shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Convertor.
Further Assurances: The Contractor hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
Either Party may terminate this Agreement, at any time upon giving the other Party no less than 30 days’ notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
Dispute resolution: Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
Contractor’s acknowledgments: The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily and intend to be legally bound herein.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Except where otherwise provided, failure by the Convertor to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Convertor of any breach of, or of compliance with, any condition or provision of this Agreement by the Contractor shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of the state of Maryland and its Courts without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the CONTRACTORSignature: Name: Date:
Signed by the CONVERTORSignature: Name: Date:
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