AGREEMENT FOR AUDIOBOOK PREMIERE SERVICES

1. SERVICES: Client hereby retains Publisher to perform the following services (the “Services”) on the terms and conditions set forth herein and in the attached Standard Writing Procedures and Scope of Work (the “Procedures”): 

Full audiobook production:

- Recording in a state-of-the-art recording studio in Hollywood, California

- An engineer directly outside the sound booth to guide you in person through the recording

- A sound editor to listen to the audio, locate mistakes and direct you on how to re-record

- Another engineer to master the sound files and make sure they meet Audible production standards

- A cover specially designed for audiobook specs

- Guidance through the audiobook production process so you don't have to navigate unchartered waters on your own

- Distribution of your audiobook to Audible, Spotify, Google, Apple and up to 400 stores and 200,000 libraries

- Full promotion through our social media channels 

 

The Publisher shall be under no obligation to provide any additional services other than those expressly listed herein in connection with the option(s) selected above. Such services do not include multiple launch dates, multiple launch strategies, or launches in non-US-based Amazon marketplaces.

Notwithstanding any of the above, Publisher does not and cannot make any guarantees, warranties, or representations about the success of any particular project. 

All resulting materials, including but not limited to literary materials, notes, drafts, transcripts, research and preparatory materials, and all other products of the Services are referred to collectively in this Agreement as the “Work”.

Publisher will provide the services for the Work, with the help and support of the Client. Publisher shall conduct such research for the Work as the Parties agree is necessary. Publisher may use its own efforts, or those of third-parties, to perform the Services, in its sole discretion.

The Parties currently intend to publish the work according to an estimated time frame of 6 months from date of contract signing. The timeline is not a guarantee and is not a material condition of this contract, and is subject to change.

Any work or services Client may request of Publisher at any stage of the project that are not specifically outlined by this Agreement are not included. Additional writing, editing, design, and project management services may be added on an hourly basis as additional creative consultation hours, which are billed at $100 per hour. Larger requests to expand Services in this Agreement after Agreement has been signed but before project has concluded may be negotiated as Addendums to this Agreement.

2. CONSIDERATION: Publisher shall receive two payments of $5,000 exchange for their Services.

In the event that this Agreement is terminated or otherwise invalidated, after return of the Work as set forth herein by the Publisher to the Client, Publisher shall have no obligation to perform any additional Services. If the Agreement is terminated by the Client, Publisher shall be entitled to the full payment of the total amount of consideration provided for in this paragraph, regardless of the payment schedule. If the Agreement is terminated by the Publisher, Publisher shall be entitled to retain all monies already paid or owed pursuant to the payment schedule, but shall not be entitled to any further payments.

Publisher will not receive any royalties or any other consideration not expressly provided for in this agreement.

4. OWNERSHIP OF THE WORK: Upon full payment of the “Consideration” referred to above by the Client to the Publisher, the Publisher hereby assigns and agrees to assign to Client the sole and exclusive ownership throughout the world and in perpetuity of all rights, title and interest of every kind and nature (including without limitation copyright and the right to create derivative works based on the Work), in perpetuity and throughout the world, in the Work, to the extent of Publisher’s interest in the same, and agrees to waive his or her moral rights in and to the Work. Upon such full payment, Publisher agrees to execute all papers and to perform such other proper acts as Client may deem necessary to secure for Client or its designee the rights herein assigned, and appoints Client as its attorney-in-fact for that purpose. In the event full payment of the “Consideration” referred to above by the Client to the Publisher is not made, the Publisher retains sole and exclusive ownership throughout the world and in perpetuity of all rights, title and interest of every kind and nature (including without limitation copyright and the right to create derivative works based on the Work), in perpetuity and throughout the world, in the Work, and all moral rights therein, until such time as full payment is made.
5. USE OF WORK: Once ownership of the Work has been transferred by Publisher to Client under Paragraph 4, Client may, in its sole discretion, use or not use the Work, or any part thereof, and may make any changes in, deletions from or additions to the Work. Upon transfer of ownership of the Work, Client may sell, license, or assign the Work, or any part thereof, or any copyright interest therein, in any fashion Client deems appropriate.
6. PROCEDURES AND APPROVALS: Publisher and Client shall work together to create the Work, with Publisher's team completing Services as indicated by Section 1. Publisher and Client shall work together to complete the work in mutually agreed-upon fashion.

Audiobook Production Procedure:

Client and Publisher agree to work together to complete them as follows: Client will choose to either cast a narrator from three (3) SAG-AFTRA voice actors provided by Publisher or to personally record the audiobook in a professional studio in Los Angeles, CA. Once all audiobook files are recorded, Publisher will render, finalize and upload the files to Audible/ACX and Findaway Voices in a timely manner. Client understands that audiobook production services do not include the Client's travel expenses to Los Angeles, CA. Client also understands that an exact launch date is not guaranteed per Audible’s current policy.

Publisher warrants and represents that, as to any audio services performed by a third-party, Publisher will ensure that it has the full right, title and interest to the Work resulting from such third-party audio services, insofar only as it pertains to the ownership of rights between Publisher and said third-party. Publisher makes no warranties or representations regarding the right, title and interest in the Work between the third-party who performed any audio Services and others. 

Publisher warrants and represents that, as to any audio services performed by a third-party, Publisher will ensure that it has the full right, title and interest to the Work resulting from such third-party audio services, insofar only as it pertains to the ownership of rights between Publisher and said third-party. Publisher makes no warranties or representations regarding the right, title and interest in the Work between the third-party who performed any audio Services and others. 

Client understands that Publisher will not be held responsible for changes in Audible, Findaway Voices or third-party AI-based service's policies during or after the attempted completion of premiere or standard audiobook production services resulting in the prevention, removal or necessary amendment or cancellation of audiobook Services but in such a case, Client may be eligible for a refund of 50% of amount paid. 

Client Communication: While working with Publisher to complete the Work, Client understands that they shall be the sole individual responsible for all communications between Publisher and Client.

Standards of Conduct: Communications between Client and Publisher’s team are expected to take place within normal business hours and via mutually agreed upon channels of communication, preferably exclusively via email and pre-scheduled calls whenever possible. Publisher’s team agrees to respond to Client's communications within two (2) business days, and within one (1) business day whenever possible. If Client fails to respond to any and all communications from Publisher’s team within thirty (30) business days, Client's project may be removed from the release schedule and Client will be required to negotiate a new contract in order to continue. Client agrees to work with Publisher and Publisher’s team in a professional, respectful, and good-faith manner, and understands and acknowledges that failure to do so may result in either party exercising their rights to terminate the contract.

Permissions and Liability: Client is responsible for securing permission to reveal all information contained in the Work. Publisher and Publisher’s team agree, based on personal experience which is not to be construed as legal advice, to indicate portions of the Work that could be considered litigious. For material considered litigious, Publisher will recommend the Client hire an attorney to do a legal read, but will not be personally responsible for hiring or paying for an attorney on behalf of Client. If Client hires an attorney to do a legal read, Publisher agrees to work with Client and Client's counsel to remove any potentially damaging material without Client incurring additional charges.

Additional Services: Any work or services Client may request of Publisher at any stage of the project that are not specifically outlined by this Agreement are not included. Any additional services completed outside of those outlined in Services (Section 1) will incur additional fees billed as additional creative consultation hours at $100 per hour. 

6. WARRANTIES, REPRESENTATIONS, INDEMNITIES:

(a) Both Parties represent and warrant as follows:

(i) They have the sole right and authority to execute this Agreement on their own behalf and on behalf of their representatives or those they represent, and that they have not sold, assigned, transferred, conveyed, or otherwise disposed of any rights surrendered by virtue of this Agreement.

(ii) Each Party hereto expressly warrants and represents that the person executing this Agreement on its behalf is legally competent to and is authorized to enter into this Agreement and to bind said Party to its representations, terms, conditions and covenants as set forth herein. 

(b) Client warrants and represents that, as to any part of the Work that is transmitted or otherwise distributed to third parties (including the public): 

(i) None of the Work shall infringe upon or violate the rights of privacy or publicity of, or constitute defamation against, or violate any common law or any other rights of, any person, firm or corporation; 

(ii) All necessary permissions for use of other’s names and/or likeness, disclosure of public and/or private facts, and use of any visual, audiovisual or other material incorporated into the Work have been obtained; and 

(iii) The Work will contain no matter that is libelous, obscene, or otherwise contrary to law.

(c) Publisher warrants and represents that, as to any writing Services performed by a third-party, Publisher will ensure that it has the full right, title and interest to the Work resulting from such third-party writing Services, insofar only as it pertains to the ownership of rights between Publisher and said third-party. Publisher makes no warranties or representations regarding the right, title and interest in the Work between the third-party who performed any writing Services and others.

(d) Client undertakes and agrees to indemnify Publisher from all liabilities and claims arising out of the Work, including publication and distribution of the work, and out of any breach of Client’s warranties and representations.

(e) A Party receiving notice of any claim or action subject to indemnity hereunder shall promptly notify the other Party.

9. CREDIT: Client may elect to give any individual author who performed Services on the Work credit, in their sole discretion and subject to the consent of the individual author. 
10. RELATIONSHIP OF THE PARTIES: The Parties are independent contractors and nothing in this Agreement shall form a partnership, joint venture, employer-employee or similar relationship. It is understood by the Parties that this contract is not exclusive and Publisher may perform similar writing services for others. 
11. TERM AND TERMINATION: This Agreement commences on the Effective Date. The Agreement may be terminated at any time by either Party, provided however that the termination shall not extinguish any ongoing or continuing obligations other than the provision of Services by Publisher (in the event of termination by either the Client or the Publisher) or the payment of consideration by Client (solely in the event of termination by the Publisher). In the event of termination by the Publisher, Publisher shall not be under any obligation whatsoever to return any consideration already paid by the Client. For the avoidance of doubt, termination of this Agreement shall have no effect on the ownership of the Work, the Client’s ability to use the work, or the dispute resolution provisions of this agreement, except as expressly provided for herein.
12. DISPUTE RESOLUTION AND ARBITRATION: In the event the Parties disagree about how to interpret or enforce the terms of this Agreement, or otherwise have any dispute over this Agreement, and before any claim or complaint is filed, the Parties agree that they will first attempt to resolve any dispute informally. The complaining Party will send a written notice to the other Party, advising of the alleged breach in dispute and all facts supporting their position. The receiving Party will then have ten (10) days in which to respond in writing, setting forth their position. The Parties will thereafter engage in informal dispute resolution for a period of fifteen (15) days. If the Parties cannot informally resolve their dispute, any dispute arising from this Agreement shall be submitted to binding and confidential arbitration under the rules of the American Arbitration Association in the State of California, and any award issued in such arbitration may be entered and enforced as a judgment in any court of competent jurisdiction. The prevailing Party in any such arbitration shall be entitled to recover attorneys’ fees and costs. The Parties further agree that if either Party files a lawsuit, such a suit will exclusively be brought in the Los Angeles County Superior Court, or in the United States District Court for the Central District of California, and the Parties hereby expressly submit to the jurisdiction of said courts and hereby waive the right to have such matter heard or tried anywhere else in the world.
13. OTHER TERMS AND CONDITIONS:

(a) Independent Advice: The Parties have discussed this project fully, and are herein and have been advised to be independently counseled concerning their rights under this Agreement. They enter into this Agreement ready, willing and able to perform their individual obligations fully and in good faith. Each Party agrees that it has cooperated in the drafting and preparation of this Agreement and therefore any construction of the intent of the Parties hereto or the language hereof to be made by a court of law shall not be presumptively construed against any of the Parties hereto.

(b) Counterparts: This Agreement may be executed in counterparts, which together shall constitute a single Agreement, and each of which shall be an original for all purposes. 

(c) Entire Understanding: This Agreement, including all attachments hereto including but not limited to the Procedures, supersedes any and all prior Agreements and understandings of the Parties and constitutes the entire understanding between and among the Parties with regard to the matters herein set forth and may be modified only by written statement executed by all Parties. There are no representations, warranties, Agreements, nor undertakings, written or oral, between or among the Parties hereto, relating to the subject matter of this Agreement which are not fully expressed. 

(d) Choice of Law: It is agreed that this Agreement shall be interpreted in accordance with and governed in all respects by the laws of the State of California. 

(e) Binding Effect: This Agreement shall enure to the benefit of and be binding on the Publisher’s heirs, executors, administrators, successors and assigns, and on the Client’s successors, assigns, licensees and grantees. 

(f) Additional Documents: The Parties hereto agree to execute any and all other documents and instruments in writing which may be reasonably necessary or proper to effectuate and carry out the purposes of this Agreement. 

(g) Severability: If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and/or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(f) No Acts Contrary To Law: Nothing in this Agreement shall be construed to require the commission of any acts contrary to law. If any terms or sections of this Agreement are determined to be unenforceable, they shall be modified so that the unenforceable term or section is enforceable to the greatest extent possible.

I agree to the terms and conditions of this contract.