AUTHOR’S REPUBLIC

RIGHTS HOLDER & NARRATOR AGREEMENT

     This Author’s Republic Rights Holder and Narrator Agreement (the “Agreement“) is made between the Rights Holder (as defined below) of the Work (as defined below) and the Narrator (as defined below). The Production Details are set forth in Schedule A, which is attached hereto and made a part of this Agreement be this reference.

     NOW THEREFORE, in consideration of the mutual promises, benefits and obligations set forth below and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

• DEFINITIONS

  • “Acceptance Criteria” means the Quality Considerations and the Timeline of the Master Recording, as set forth in Schedule A, which must be satisfied for the Rights Holder to give approval for the Master Recording to be published as an Audiobook.

  • “AR Platform” means the online portal created by Author’s Republic on their website for the purpose of distributing audiobooks as well as facilitating collaboration between Rights Holders and Narrators for the production and development of the Master Recording. The AR Platform is operated in the sole discretion of Author’s Republic and may be modified, changed or discontinued in whole or in part at any time in the sole discretion of Author’s Republic without any liability to Rights Holder or Narrator. Use of the AR Platform requires compliance with its Terms of Service.

  • “Artwork” means any art, artwork, images, photographs (e.g., author likeness, narrator likeness, etc.), cover art, videos and marketing materials that are submitted on the AR Platform in connection with the Narration Services, Master Recording or Audiobook.

  • “Audiobook” means the digital file including without limitation, the final version of the Master Recording, approved by Rights Holder and formatted, edited or otherwise modified by Author’s Republic after such approval by Rights Holder, along with any associated Artwork, metadata, and other text (e.g., excerpts of the Work, author biographical information, synopsis, etc.) or digital content related to the Work.

  • “Author’s Republic” means RB Authors Republic, LLC., which is a distributor and marketer of Audiobook titles.

  • “Confidential Information” means any confidential information of the parties, including, but not limited to business activities, marketing, technical, scientific or other information disclosed by a party and relating to such party’s operations, products, services, designs, plans, strategy, customers, business opportunities, finances, research, development, know-how, or trade secrets, with such confidentiality designated at the time of disclosure or as can be reasonably inferred given the circumstances of disclosure.

  • “Distribute/Distribution” means to publish, rent, reproduce, distribute, market, sell and license Audiobooks to Distribution Partners throughout the world through use of the AR Platform in connection with the Author’s Republic Rights Holder Distribution Agreement.

  • “Distribution Partners” means any distribution channel, retailer, wholesaler, bookstore, or other reseller that Author’s Republic Distributes the Audiobook to for the purpose of commercial sale and/or circulation throughout the world. The Distribution Partners may be updated from time to time within the sole discretion of Author’s Republic.

  • “Effective Date” means the last date on which the Parties have executed this Agreement.

  • “Holdback Account” means the account privately managed and controlled by Author’s Republic that shall hold the Production Fee.

  • “Master Recording” means the complete, final audio recording of the oral human narration of the Work as accepted and subsequently submitted by Rights Holder to the AR Platform. For further clarity and the avoidance of doubt, recordings containing Text-to-Speech Narration (as defined below), whether in whole or in part, shall not be considered a Master Recording under this Agreement.

  • “Marks” shall mean any name, trademark or other brand feature owned, licensed to, or claimed by a party, including but not limited to the parties’ respective trademarks, design marks, logos, taglines, service marks, trade names, and trade dress, if any.

  • “Narrator” means the natural person who will perform the Narration Services set forth in Schedule A.

  • “Narration Services” means the original, human vocal performance of narration by Narrator of the Work for the purpose of creating the Audiobook, as facilitated by the tools made available on the AR Platform, including revisions or modifications of any sort.

  • “Opportunity(ies) to Cure” means the Narrator’s opportunity to make a revision, correction or other modification to the Master Recording if Rights Holder determines that any Quality Considerations are not satisfied and if Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards. Narrator shall have a minimum of three (3) Opportunities to Cure, but if Rights Holder determines that Narrator has failed to cure any unsatisfied Quality Considerations within the initial three (3) Opportunities to Cure and Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards, then Rights Holder may offer Narrator additional Opportunities to Cure, provided that Narrator is not obligated to accept additional Opportunities to Cure; any such additional Opportunities to Cure shall be subject to Production Fee deductions as set forth in Section 8(B) herein.

  • “Parties” means Rights Holder and Narrator, collectively.

  • “Production Fee” means the full consideration for the Narration Services, with such consideration being the per-finished hour rate (with such rate being designated by Narrator on the AR Platform in his or her sole discretion) multiplied by the estimated number of finished hours required to complete Narration Services (i.e., the estimated duration of the Master Recording). A finished hour of audio is measured as sixty minutes of completed Master Recording, without regard to the amount of time it took to create and edit that finished hour. Any Master Recording with a final duration of less than sixty (60) minutes will be rounded to one (1) finished hour for the purpose of determining the final billable duration.

  • “Quality Considerations” means the certain attributes of the Master Recording, as set forth in Schedule A, that the Rights Holder will consider when determining whether the Master Recording’s quality is sufficient for approval.

  • “Rights Holder” means the party to this Agreement who is the author, publisher, rights owner, or rights licensee, or an authorized agent of any of the foregoing, who legally owns or controls the copyright (intellectual property) of the Work.

  • “Term” means the term commencing on the Effective Date and continuing thereafter until and unless terminated in accordance with the terms and conditions set forth herein.

  • “Text-to-Speech Narration” means a recording which contains, in whole or in part, text-to-speech audio through use of an AI or computer-generated voice.

  • “Timeline” means the time scales, as set forth in Schedule A, for which certain actions, steps, processes and/or deliverables are to be completed.

  • “Work” means the book, novel, literary work or other writing provided by Rights Holder for which Rights Holder is the author, publisher, rights owner, or rights licensee, or an authorized agent of any of the foregoing, who legally owns or controls the copyright thereto.

• GRANT OF RIGHTS

  • Services. Rights Holder hereby grants Narrator the non-exclusive, non-transferable, non-sublicensable right to use the Work solely to the extent necessary to fulfill Narration Services pursuant to the terms and conditions set forth herein in consideration for the Production Fee. Narrator accepts such engagement and agrees to use the Work to fulfill the Narration Services in accordance with the Acceptance Criteria. Narrator further agrees and acknowledges that it shall not utilize Text-to-Speech Narration as part of its Narration Services and shall not submit any Master Recording under this Agreement that contains, in whole or in part, any Text-to-Speech Narration.

    Other than as explicitly stated herein, Narrator shall not use, sell or distribute, in any manner or form, the Work or Master Recording (in whole or any parts thereof) or any other materials connected with the Audiobook. Notwithstanding the foregoing, Narrator, at its own expense, may carry out promotional activities with respect to the Audiobook only if such promotional activities are in good taste and encourage purchase of the Audiobook.

  • Work Made for Hire. Rights Holder is and will be the sole and exclusive owner of all rights, title, and interest in and to the Master Recording and other materials created, developed, or delivered by or on behalf of Narrator, including any unfinished recordings, in the course of performing the Narration Services (collectively, “Developed Materials”), including without limitation all copyrights, publishing rights and all other intellectual property rights therein, in perpetuity, throughout the universe, in any and all media and by any and all technologies and means of delivery whether now or hereafter known or devised. In furtherance of the foregoing, Narrator agrees that the Developed Materials have been specially ordered or commissioned by Rights Holder for use as part of an Audiobook, the Developed Materials, in whole and in part, are “works made for hire” for Rights Holder as defined under the laws of the United States, foreign countries and/or international conventions, and Rights Holder is and will be considered the sole and exclusive creator of the Developed Materials for all purposes. In the event and to the extent the Developed Materials are deemed for any reason not to be a “work made for hire,” Narrator hereby irrevocably assigns, transfers, and otherwise conveys to Rights Holder throughout the universe, in perpetuity, in any and all media and by any and all technologies and means of delivery whether now or hereafter known or devised, all right, title, and interest in and to the Developed Materials, including without limitation all copyrights, audio publishing rights and other intellectual property rights, all registration, renewal, and reversion rights, the right to sue to enforce such copyrights and other rights against infringers, alleged infringers, and potential infringers, and all exploitation rights now or hereafter known or devised. Narrator hereby waives any and all claims Narrator may now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Developed Materials.

  • Promotional Materials. Narrator grants to Rights Holder a non-exclusive, perpetual, royalty-free, transferable, sublicensable worldwide license to use the Narrator’s Marks, Artwork, and biographical information for purposes of producing and Distributing the Audiobook (including its Distribution, marketing, promotion, and other exploitation), regardless of the medium or format, as well as in connection with Rights Holder’s presentations, press releases, websites, and other applicable materials. For such use, Narrator shall provide to Rights Holder, if requested by Rights Holder, a written biography and/or Artwork of Narrator. Narrator grants Rights Holder the right to use, reproduce, modify, edit or otherwise adapt the submitted biography and Artwork provided as may be necessary to comply with Distribution Partners’ length, content or other technical requirements.

• RIGHTS RESERVED

  • Narrator. Narrator has the right to obtain or pursue agreements to perform narration services for third parties; nothing in this Agreement is intended to limit or prevent the Narrator from entering into narration agreements or other agreements with any other creator, author or distributor of audiobooks.

    Subject to the express licenses granted herein, all rights, title and interest in and to the Narrator’s Marks are and will remain with Narrator.

  • Rights Holder. Subject to the express license granted herein, all rights, title, and interest, including copyright rights, in and to the Work, the Master Recording, and Rights Holder’s Marks are and will remain with Rights Holder. Nothing in this Agreement shall obligate Rights Holder to use or publish Narrator’s Narration Services (or any portion thereof) in connection with the Audiobook or otherwise, subject to monies owed to Narrator pursuant to the terms set forth herein.

  • All rights not expressly granted are reserved by the respective party.

• TERM

  • This Agreement shall commence on Effective Date and shall continue in full force and effect until completion of the Narration Services, unless terminated sooner in accordance with Section 5.

• TERMINATION

  • Termination for Material Breach. If either party materially breaches this Agreement, the non-breaching party may terminate this Agreement by providing written notice of termination to the breaching party setting forth the nature of the material breach and the termination shall be effective thirty (30) days from receipt of notice unless the breaching party cures such breach within said thirty (30) day period.

  • Termination Upon Mutual Agreement. The parties may mutually agree in writing to terminate this Agreement upon mutually agreeable terms set forth in writing. If Narrator is presented with additional Opportunities to Cure beyond the initial three (3) Opportunities to Cure to which the Narrator is entitled, and Narrator refuses such additional Opportunities to Cure, then the parties shall be considered to have mutually agreed to terminate this Agreement and shall work in good faith to mutually agree upon the terms for such termination.

  • Termination for Depletion of the Production Fee. Should none of the Production Fee remain in the Holdback Account after additional (beyond the initial three (3)) Opportunities to Cure have depleted the Production Fee in the Holdback Account (as set forth in Section 8(B)), this Agreement shall terminate promptly upon such depletion.

• RIGHTS UPON TERMINATION OR EXPIRATION

  • Rights Holder. Subject to anything stated herein to the contrary, all rights granted by Rights Holder shall revert back to Rights Holder upon termination or expiration of this Agreement. Notwithstanding the foregoing, any materials created, developed, or delivered by or on behalf of Narrator in the course of performing Narration Services, whether completed or not at the time of termination, shall belong exclusively to the Right Holders in accordance with Section 2(B) of this Agreement; provided, however, in the event of early termination for any reason, unless otherwise agreed to in writing by the Parties, Rights Holder may not market, promote, distribute, publish or otherwise exploit the Master Recording (nor any portions thereof). In the event of termination for material breach by Narrator, the Production Fee amount remaining in the Holdback Account at the time of such termination will be returned to Rights Holder and Rights Holder will owe no further payment to Narrator.

    Upon expiration of this Agreement or its termination for any reason, Narrator shall delete all copies of the information, documents, files and other property (including, without limitation, the manuscript of the Work), given to Narrator by Rights Holder in the course of performance under this Agreement. Rights Holder reserves the right to request Narrator to certify in writing that all copies of Rights Holder’s intellectual property have been destroyed.

  • Narrator. In the event of termination by for material breach by Rights Holder , Rights Holder shall pay Narrator 25% of the Production Fee as a cancellation fee, which shall be released by Author’s Republic from the Holdback Account within sixty (60) days after Narrator notifies and Author’s Republic of such termination.

• PUBLICATION

  • Delivery. Narrator shall make deliveries of all required materials under this Agreement (including any portions thereof) in digital form on the AR Platform in accordance with the Timeline set forth in Schedule A or as may otherwise be required by Author’s Republic. Narrator agrees and acknowledges that it shall not utilize Text-to-Speech Narration as part of its Narration Services and shall not submit any Master Recording under this Agreement that contains, in whole or in part, any Text-to-Speech Narration.

  • Opportunities to Cure. Rights Holder shall allow Narrator a minimum of three (3) Opportunities to Cure any Quality Considerations in the Master Recording that Rights Holder determines are unsatisfied and that Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards. Subject to the payments terms set forth in Section 8(B) below, Rights Holder may elect to give Narrator additional Opportunities to Cure if Rights Holder determines Narrator has failed to cure any unsatisfied Quality Considerations within the three (3) Opportunities to Cure and Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards. Should Rights Holder fail to give feedback or request Opportunities to Cure by the respective time constraints set forth in the Timeline, Rights Holder shall be considered to have deemed the Quality Considerations satisfied and thereby, will be considered to have approved the Master Recording for Distribution as an Audiobook.

  • Credit. The copyright in the Master Recording shall belong to the Rights Holder and Rights Holder shall be credited accordingly on the Audiobook. Notwithstanding the foregoing, Narrator shall be credited as the narrator of the Master Recording in the Audiobook and in the metadata that accompanies the Audiobook.

  • No Obligation to Distribute. Subject to the payment requirements set forth in Section 8, Narrator accepts that nothing in this Agreement shall obligate the Rights Holder to Distribute or in any way publish an Audiobook containing Narrator’s Narration Services, or, once published, to continue Distributing or publishing the Audiobook containing Narrator’s Narration Services.

• PAYMENT

  • Payment Terms. As security for any amounts payable by Rights Holder to Narrator pursuant to the terms of this Agreement, and as security for any failure of the Narrator to perform its obligations under this Agreement, Rights Holder shall pay (via credit card) the Production Fee in full to Author’s Republic for placement in a Holdback Account, which shall be wholly managed and operated by Author’s Republic.

    Upon successful completion of the Narration Services, as indicated by Rights Holder’s approval of the Master, Author’s Republic shall release to Narrator the amount of the Production Fee in the Holdback Account at the time of Rights Holder’s approval. Such release shall be done by the last business day of the month following the month in which approval was given, and shall be less any deductions made for additional Opportunities to Cure, as set forth in Section 8(B) below, or any transactional fee deductions. The amount released shall be delivered to the account designated by Narrator on the AR Platform.

    Approval of the Master Recording for Distribution as an Audiobook shall be deemed given if (i) Rights Holder indicates approval of the Master Recording on the AR Platform; (ii) if, within 30 days after Narrator submits the latest Master Recording, Rights Holder neither explicitly approves or rejects the Master Recording on the AR Platform nor requests any Opportunities to Cure; (iii) fails to provide notice for an Opportunity to Cure within the time scales notes in the Timeline; or (iv) Rights Holder submits the Master Recording on the AR Platform for Distribution.

  • Additional Opportunities to Cure. If Rights Holder determines that Narrator has failed to cure any unsatisfied Quality Considerations within the initial three (3) Opportunities to Cure and Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards, then Rights Holder may offer Narrator additional Opportunities to Cure, provided, however, that Narrator is not obligated to accept such additional Opportunities to Cure. Should Rights Holder offer additional Opportunities to Cure to Narrator and should Narrator accept such additional Opportunities to Cure, each additional Opportunity to Cure shall result in a 5% deduction from the amount of the Production Fee in the Holdback Account. The amount deducted shall be returned by Author’s Republic to Rights Holder. Such deduction shall continue for each additional (i.e., beyond the initial three (3)) Opportunity to Cure. Rights Holder is not limited in the number of additional Opportunities to Cure they offer nor is Narrator limited in the number they accept unless and until none of the Production Fee remains in the Holdback Account. At which point, Rights Holder may no longer offer and Narrator may no longer accept additional Opportunities to Cure.

    As a result of exercising additional Opportunities to Cure, the amount of the Production Fee in the Holdback Account is subject to change and therefore, the ultimate amount released to Narrator from the Holdback Account may not necessarily be the same as the initial Production Fee placed in the Holdback Account.

    For the avoidance of doubt, Rights Holder or Author’s Republic’s decision to not Distribute the Master Recording as an Audiobook once it has been approved by Rights Holder shall not impact the amount of the Production Fee released from the Holdback Account to the Narrator.

  • Non-Payment.Author’s Republic reserves the right, but not obligation, to withhold release of the Production Fee remaining in the Holdback Account in the event that Narrator becomes in breach of this Agreement at any time

  • Expenses. Narrator is solely responsible for all expenses incurred by Narrator in connection with performance of the Narration Services, including but not limited to all studio expenses, engineering expenses and any fees associated with use of the AR Platform. For the avoidance of doubt, Narrator shall use and pay for their own or self-acquired production facilities, equipment and other resources and accepts sole responsibility for all costs of Narration Services and shall not claim compensation of any kind other than the amount of the Production Fee released from the Holdback Account.

• REPRESENTATIONS AND WARRANTIES

  • Rights Holder represents and warrants that:

    • Rights Holder has the full power, authority and right to enter into this Agreement and to perform its services hereunder unencumbered by the rights of any third party;
    • Rights Holder is the sole author and owner of, or the authorized holder or controller of, of all rights and title to the Work, and has the right to grant Narrator all related rights and licenses granted herein, including appointment of Narrator to perform Narration Services;
    • All content provided by the Rights Holder, including without limitation, the Work, Artwork, and Rights Holder’s Marks: (i) are not defamatory, libelous or obscene; (ii) do not infringe upon the personal, proprietary or intellectual property rights of any third party; (iii) do not contain any material that is harmful or may subject Author’s Republic to liability to any third party; and (iv) are in no way unlawful;
    • Rights Holder’s submission of the Master Recording to the AR Platform shall indicate final approval of the Master Recording and upon such submission, no further changes may be requested of Narrator;
    • Rights Holder will not modify or create derivative works of Narrator’s Marks;
    • Rights Holder will not require Narrator to pay fees of any kind to any third party;
    • During the Term, this Agreement does not and will not conflict with any existing or future arrangements, understandings or agreements between Rights Holder and a third party;
    • All information submitted by Rights Holder via the AR Platform, including without limitation, all information provided on the Right Holder’s account details, the Rights Holder’s biographical information and the image of Rights Holder, are accurate;
    • Rights Holder is the sole owner and party in control of the account they have registered on the AR Platform through which the relevant services stated herein shall be performed and such account shall not be transferred without the prior written consent of Author’s Republic; and
    • Rights Holder shall work in good faith with Narrator and propose only reasonable, constructive and specific suggestions that address solely Quality Considerations when presenting Opportunities to Cure and Rights Holder will not unduly withhold feedback or approval.

  • Narrator represents and warrants that:

    • Narrator has the full power, authority and right to enter into this Agreement and to perform its services hereunder unencumbered by the rights of any third party;

    • Narrator is the sole author and owner of, or the authorized holder or controller of, all rights and title to Narrator’s Marks, Artwork and biographical information, and has the right to grant Author's Republic all related rights and licenses granted herein;

    • Narrator has the necessary training, skill and knowledge to perform the Narration Services and Narrator will perform the Narration Services in a professional and workmanlike manner and in accordance with industry practice and standards generally applicable to such services, including the specifications outlined by Author’s Republic;

    • Narrator shall not substitute Narrator’s voice with another individual’s nor a computer or artificial generated voice when conducting the Narration Services under this Agreement;

    • Narrator will not modify or create derivative works of Rights Holder’s Marks;

    • Narrator is not a party to any agreements or commitments that may prevent or interfere with the performance of the Narration Services or any other of Narrator’s obligations under this Agreement, including without limitation any agreement or commitment that would prevent Author’s Republic from Distributing the Audiobook;

    • All content provided by the Narrator on the AR Platform (without regard to the content of the Work), including without limitation Narrator’s Narration Services, Marks, Artwork, and biographical information: (i) will perform substantially in accordance with their intended purpose; and (ii) are not defamatory, libelous or obscene; (iii) do not infringe upon the personal, proprietary or intellectual property rights of any third party; (iv) do not contain any material that is harmful or may subject Author’s Republic to liability to any third party; and (v) are in no way unlawful;

    • Narrator will execute any documents as required by Rights Holder to establish Rights Holder’s ownership in and to the Master Recording;

    • All information submitted by Narrator via the AR Platform, including but not limited to all information provided on the Narrator’s account details, the Narrator’s biographical information, the image of Narrator, payment information, and Narrator having a minimum age of 18 or the approval of a parent or guardian, are up-to-date and accurate;

    • Narrator is the sole owner and sole party responsible for and in control of the account they have registered on the AR Platform through which the relevant services stated hereunder shall be performed and such account shall not be transferred without the prior written consent of Author’s Republic; and

    • Narrator use of the AR Platform and performance of Narration Services shall be in compliance with all applicable federal, state and local laws and regulations.

  • The representations and warranties made herein by Rights Holder and Narrator shall survive the termination of this Agreement.

• INDEMNITIES

  • Rights Holder agrees to defend, indemnify and hold harmless Narrator against any loss, expense (including reasonably attorney’s fees) or damage occasioned by any third party claim, action, proceeding or recovery arising out of a breach or alleged breach of any of Rights Holder’s foregoing obligations, representations or warranties (a “Claim“), subject to the conditions that (i) Rights Holder receives prompt notice of such Claim; (ii) Narrator permits

    Rights Holder to defend and at Rights Holder’s option, settle, at Rights Holder’s expense, such Claim with counsel selected and paid for by Rights Holder; and (iii) Narrator provides all reasonable assistance requested by Rights Holder in connection with such Claim at Rights Holder’s expense. Narrator shall not make any compromise or settlement of any Claim without the prior written approval of Rights Holder.

  • Narrator agrees to defend, indemnify and hold harmless Rights Holder against any loss, expense (including reasonably attorney’s fees) or damage occasioned by any third party claim, action, proceeding or recovery arising out of a breach or alleged breach of any of Narrator’s foregoing obligations, representations or warranties (a “Claim“), subject to the conditions that (i) Narrator receives prompt notice of such Claim; (ii) Rights Holder permits Narrator to defend and at Narrator’s option, settle, at Narrator’s expense, such Claim with counsel selected and paid for by Narrator; and (iii) Rights Holder provides all reasonable assistance requested by Narrator in connection with such Claim at Narrator’s expense. Rights Holder shall not make any compromise or settlement of any Claim without the prior written approval of Narrator.

    If a Claim is filed against Narrator, Rights Holder shall have the right to withhold the amount of the Production Fee in the Holdback Account that would otherwise be due to Narrator under the terms of this Agreement as security for the Narrator’s obligations under this Section

  • If Rights Holder or Narrator becomes aware that a third party is infringing or is alleged to have infringed the rights of either party to this Agreement, including without limitation the copyrights to the Master Recording or Audiobook, the party that has become aware must inform the other party of the infringement or alleged infringement.

  • The indemnifications made herein by Rights Holder and Narrator shall survive the termination of this Agreement.

• NOTICES

  • Rights Holder. Any notices to Rights Holder required under this Agreement may be sent by email to the email address provided by Rights Holder on the AR Platform or may be sent directly on the AR Platform.

  • Narrator. Any notices to Narrator required under this Agreement may be sent by email to the email address provided by Narrator on the AR Platform or may be sent directly on the AR Platform.

• CONFIDENTIALITY

  • The Parties covenant and agree that they shall keep strictly confidential all Confidential Information and they shall neither directly or indirectly use, make available, disclose, divulge, dismantle, permit others to use, nor publish any Confidential Information with respect to the parties unless there is prior written consent from the party to which the Confidential Information belongs or unless required by law. If any party becomes aware of unauthorized disclosure of Confidential Information, they shall inform the other party. This obligation will survive termination.

• RELATIONSHIP OF THE PARTIES

  • Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Rights Holder and Narrator. The Narrator shall at all times be an independent contractor (and not an employee or agent) of Rights Holder and no party shall have the authority to contract for or bind the other party in any manner whatsoever.

• FORCE MAJEURE

  • If either party is prevented or interrupted in the performance of their obligations under this Agreement by reason of any event beyond such party’s reasonable control, including, but not limited to, governmental law, acts of God, strike, armed conflict, viral or bacterial pandemic, death, or any similar cause ("force majeure event"), then such obligations may be suspended for the duration of such force majeure event and the respective party(ies) shall not be held responsible for any delays or breaches in this Agreement caused by the force majeure event. Parties’ obligations under this Agreement shall be extended by a period equal to any period of force majeure (circumstance beyond the control of the parties) that prevents the parties from performing such obligations.

• MISCELLANEOUS

  • Governing Law. This Agreement shall be interpreted as if written in and according to the laws of the State of Maryland, without giving effect to any choice or conflict of laws provision that would cause the application of laws of any jurisdiction other than the State of Maryland. Any dispute arising out of or in connection shall be adjudicated in the State of Maryland.

  • Entire Agreement. Each party acknowledges that it has read this Agreement (including the Schedule annexed hereto which are incorporated into this Agreement expressly and by reference), understands it, and agrees to be bound by its terms as well as have it be binding upon their respective heirs, executors, legal personal representatives and permitted assigns. The parties further agree that the Agreement constitutes the complete and entire understanding and agreement of the parties hereto and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.

  • Headings. Headings of the sections do not form part of the Agreement, are solely for the convenience of reference and are not intended to be full or accurate descriptions of any section.

  • Modification and Waiver. This Agreement cannot be modified, waived or discharged except by written instrument or instruments executed by each of the parties hereto. Either party’s failure to partially or fully exercise any rights, waiver of any term or condition of this Agreement, or breach of this Agreement or any portion thereof shall not prevent such party’s subsequent exercise of such right or be deemed a waiver of any other term, condition or breach of this Agreement or any portion thereof.

  • Severability. If for any reason any provision of this Agreement, including but not limited to, any provision relating to termination of this Agreement, shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced.

  • Severability. If for any reason any provision of this Agreement, including but not limited to, any provision relating to termination of this Agreement, shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced

  • Assignment. Neither party may license, delegate, transfer, assign or otherwise dispose this Agreement (or any of the rights, benefits or obligations arising hereunder) in whole or in part to any third party. Further, neither party may assign their account on the AR Platform to any third party, without the prior written consent of Author’s Republic.

  • Survival. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, including without limitation, representations and warranties, indemnities, and confidentiality, shall survive any such termination or expiration of this Agreement.

  • Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one and the same instrument. Facsimile signatures or signatures sent via email or other digital means shall constitute original, binding signatures.