MAX SOUND 2902A Colorado Ave. Santa Monica, CA. 90404 ###-###-#### Audio Processing Production Contract

If any of the services are to be performed at MAX’s facilities, Client’s employees, agents and subcontractors will follow all of MAX’s policies and procedures concerning security, as well as all work rules and regulations, including signing a confidentiality agreement in a form acceptable to MAX.

Client agrees to keep the nature of the services and the Work Product provided under all Statements of work issued hereunder, as well as all information disclosed by Producer to Client and its employees pursuant to this Agreement, confidential. All other information exchanged under this Agreement is non-confidential. If either party elects to disclose any other confidential information to the other party, such disclosure will be made under the terms and conditions of a separately written non-disclosure agreement signed by both parties.

Notices. All notices (including requests, consents or waivers) made under this Agreement will be in writing and delivered by facsimile, electronic mail or other electronic means (in which case the recipient will provide acknowledgment within one (1) business day separately from any machine-generated automatic reply); or by prepaid means providing proof of delivery. Notices are effective upon receipt, and will be sent to the addresses shown on the cover page of this agreement. Either party may change its address upon notice as required by this Section.

All Amendments in Writing. No waiver, amendment or modification of any provisions of this agreement will be effective unless it is in writing, prepared as an amendment referencing this Agreement, and signed by duly authorized representatives of both parties. Furthermore, no provisions in either party’s purchase orders; invoices or other business forms employed by either party will supersede the terms and conditions of this agreement.

Entire Agreement.  This Agreement, which includes all Statements of Work issued hereunder, constitutes the entire agreement between Client and Producer concerning the subject matter hereof and thereof, and superseded all previous communications, representations, understandings and agreements, whether verbal or written, between the parties to this Agreement.

Force Majeure. Neither party will be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts include, but are not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, governmental regulations, power failures, earthquakes, or other disaster.

Severability.  If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.

Records. For a period of 10 years from the date of Producers last payment received hereunder, Client will maintain complete and accurate records in accordance with generally accepted accounting practices to substantiate the Payments to Producer, as well as to verify Client’s compliance with the terms and conditions of this Agreement. Producer will have access to such records during normal business hours.

 

Arbitration. Any dispute arising from this Agreement shall be submitted to a binding expedited arbitration conducted in the venue of the defending party’s choice by and pursuant to the commercial arbitration rules of the American Arbitration Association, with a single arbitrator who is a disinterested attorney practicing primarily in the entertainment field.  This Agreement shall be governed by and construed under and in accordance with the internal laws of the State of California.