The parties agree as follows:
1. Services
(a) The Company will provide the services (the “Services”) Paid for by The Party ("The Party") as described in the purchase agreement
("purchase agreement").
(attached hereto and made a part hereof) of this Agreement.
(b) The Party understands there will be additional fees for any additional services not listed in the ("purchase agreement").
(c) The Party understands the rate quoted for the Services includes the services of the Company’s designated engineers only and no other individual may perform the Services with the Company’s equipment.
2. Payment
(a) The Client agrees to pay for the Services at the applicable rates set out in the ("purchase agreement").
(b) Once the Client has approved a request, track, mix, or master, there will be an additional charge for any change or revision to that track, mix, or master.
(c) The Client will pay the Company a deposit of twenty-five percent of the estimated total charges unless otherwise stated in the ("purchase agreement"). The deposit will be paid at the time of booking and the remaining balance upon completion of the Services. Studio time will not be officially reserved until the deposit is paid. Any additional charges for optional equipment, supplies, consumables, hospitality services, or any other items will be added to the final invoice.
(d) Invoices are due and payable upon receipt. If the Party fails to pay an invoice on time, Party agrees to pay the Company’s actual expenses, including attorney’s fees, associated with any collection proceedings.
(e) The Company retains ownership of all tracks, mixes, and masters created under this Agreement and will not release ownership to Party until all payments of the final invoice are paid in full.
(f) In the event of cancellation of a recording session or other scheduled Service by the Party, Party will be responsible for twenty percent (20%) of the cost of such recording session or Service, if cancellation occurs within 48 hours of the scheduled recording session or Service.
3. Company Responsibilities
(a) The Company agrees that it will provide all recording equipment in good working order and provide personnel to set up and operate all recording equipment to fulfill all Services.
(b) The Company agrees to maintain safe and clean facilities.
(c) The Company will ensure the Party’s privacy and confidentiality of sessions as requested by the Party.
4. Party Responsibilities
(a) The Party agrees to make all payments when due.
(b) The Party agrees to pay all “Work for Hire” artists/musicians directly and are responsible for any and all contracts associated with “Work for Hire” artists/musicians.
(c) The Party agrees to pay for any and all damage caused by the Party’s personnel or guests, to equipment, facilities, common areas, building, or grounds.
(d) The Party’s personnel agree to abide by and enforce upon any guests the Terms and Conditions of Studio Use set forth in Exhibit B (Terms and Conditions of Studio Use).
5. Termination
If the Party fails to comply with any of its responsibilities set forth above, the Company may terminate this Agreement and retain any amounts paid by the Party prior to such termination.
6. Loss or Damage
(a) The Company shall use reasonable efforts to secure all recording media belonging to the Party within the studio. In the event of loss to or damage of Party’s recording media due to willful negligence or equipment malfunction by the Company, the Company shall be responsible for replacement of the studio time or Services to date devoted to said recording media.
(b) The Party is solely responsible for all personal property belonging to the Party or the Party’s guests. The Company will not be liable for any loss or damage of any such property.
(c) The Party shall be responsible for any loss or damage to studio property caused by the Party, the Party’s employees, guests, invitees, or agents acting under the Party’s instruction, as a result of misuse, negligence, carelessness or willful misconduct.
7. Rights to Name and Likeness of The Party
The Party will permit the use of the Party’s likeness or other identifying characteristics by Company for the promotion of Profitt Productions. The Company will have the right to the use of the Party’s name, voice, likeness, sound, and similar characteristics for the purpose of advertising and promoting the studio and/or label.
8. Acceptance of Media
Receipt and acceptance of the recording media by the Party after completion of the Services shall be acknowledged between both parties that the quality of the services is satisfactory to the Party and shall release the Company from any and all liability and claims regarding such services.
12. Representations
Both Party and Company represent that they have full capacity and authority to grant all rights and assume all obligations which they have granted and assumed by virtue of executing this agreement.
13. Notice of Breach
Neither party will be deemed to be in breach of this Agreement until it has received notice of the supposed breach from the other party. The party charged with breach of the Agreement will have 21 days from the date of receiving notice in which to either cure the claimed breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been explained or cured within 21 days from the date on which the party received notice of breach, the non-breaching party may terminate this Agreement.
14. Notices
All notices to the parties will be in writing and will be sent to the address of the party stated at the end of this Agreement by electronic delivery through email in PDF file format.
15. Governing Law
This Agreement will be governed in all respect by the law of the State of Maryland and/or Baltimore, Maryland.
16. Legal Construction
In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.
17. Amendments
This Agreement may be amended by the parties only by a written agreement.
18. Attorneys’ Fees
If any actionable law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees.
19. Headings
The headings are inserted for convenience in reference only and are not intended by the parties to be part of or to affect the meaning or interpretation of this Agreement.
20. Waiver
No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing signed and dated by the parties claimed to have waived or consented.
21. Successors and Assigns
This Agreement shall be binding upon the parties’ heirs, assigns, successors-in-interest, executors, administrators, and any other persons or entities acquiring an interest through transfer, conveyance, succession, or inheritance, as may be permitted herein. This Agreement executed with the intent on being legally bound by purchase of studio time with Profitt Productions.