In conjunction with the project details (“Project Details”) provided under separate cover, this document serves to outline the general terms and conditions (“Terms”) that govern the engagement between the producer, Speed of Sound LLC (“Producer”), a Missouri limited company, and the author (“Rights Holder”). The Project Details and these Terms (together, the “Agreement”) are intended to establish a clear understanding of the relationship, scope of services, rights, and obligations of each party in connection with the services to be provided in relation to the project described in the Project Details.

WHEREAS, Rights Holder is the author of the literary work referenced in the Project Details and the manuscript adaptation thereof (together, the “Book”).

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Engagement. Rights Holder hereby engages Producer, and Producer accepts such engagement, to produce, record, edit, and master an audio recording of the Book (the “Services”).
2. Term. The Agreement commences on the effective date referenced in the Project Details and continues until Producer delivers to Rights Holder a fully mastered audio recording of the Book (the “Audiobook”), unless earlier terminated (the “Term”).
3. Overview.
   • Sample. If requested, Producer will deliver a fifteen- (15-) minute sample recording (“Sample”) to Rights Holder for Rights Holder’s approval. If the estimated running time of the Audiobook is less than one finished hour of audio, Producer may submit a shorter-duration Sample at its discretion.
   • Production. After Rights Holder approves the Sample, Producer will deliver the full-length audio recording of the Book to Rights Holder in edited but unprocessed form (the “Deliverables”). The Production Fee described in the Project Details will be due to Producer upon Rights Holder’s approval of the Deliverables. After Producer receives the Production Fee in full, Producer will deliver to Rights Holder the final, retail-ready, high-resolution Audiobook files.
4. Approval and Revision Procedures.
   • Approvals Period. Rights Holder will have rights of approval with respect to: (a) the narrator(s); (b) the Sample; and (c) the Deliverables. Rights Holder agrees to work with Producer in good faith to make clear and specific suggestions and revision requests and to not unreasonably deny or delay approval. Rights Holder agrees that approval is final once provided and that no revision request is effective unless made in writing. Rights Holder will either approve or request revisions in accordance with the following timelines (in each case, an “Approval Period”). Any mention of “days” below refers to business days.

• • • within three (3) days after Producer’s submission of the Sample, if applicable;
    • within two (2) days after Producer’s submission of the revised Sample, if applicable, and;
    • within ten (10) days after Producer’s submission of the Deliverables.
  • Revision Period. Producer agrees to work with Rights Holder in good faith to make revisions reflecting Rights Holder’s suggestions to the extent practicable. If requested by Rights Holder, Producer will, at no additional charge, make up to one set of revisions to the Sample and up to two (2) sets of revisions to the Deliverables. Producer endeavors to complete revisions within ten (10) business days of receipt of Rights Holder’s timely written request (“Revision Period”).
  • Revision Requests. If Rights Holder rejects the Sample or the Deliverables, Rights Holder must provide to Producer specific and detailed written feedback and requests for changes, in each case as identified and time-stamped by Rights Holder, in accordance with the following:
    • Revisions to the Sample may include, for example, changes to tone, accents, pronunciation of names and non-dictionary words, pacing, major character voices, and other similar stylistic choices incorporated into the narrator’s overall performance.
    • Revisions to the Deliverables may include, for example, correction of a small number of mispronunciations, removal of extraneous sounds, re-recording of skipped or missed phrases, and other items not related to the narrator’s overall tone or style.
    • Change Fees. The Production Fee includes a single set of revisions to the Sample and up to two (2) sets of revisions to the Deliverables, as described in this Sections 4.3. In the event that more substantive changes are desired (e.g., major revisions to the manuscript, narration changes to more than twenty-five percent (25%) of the Audiobook’s running time, etc.), Rights Holder may, any time prior to the Completion Date, request additional revisions at the change fee calculated per revision, based on the duration of each segment of audio to be re-produced, at the following rates (“Change Fees”):
      • (i) $90 USD for the first 20 seconds of audio segment
      • (ii) $25 USD for each subsequent 5-second increment
      • By way of example, the change fee to re-produce one 28-second segment would be $140 ($90 for the first 20 seconds, plus $50 for two additional 5-second increments).
  • Recasting Fees.

• • • Rights Holder‑Requested Recast. If, following the commencement of production for the Audiobook (for purposes of this section, this being defined as any period after narrator(s) have begun recording, including any fifteen‑minute sample recordings for the Rights Holder’s review), the Rights Holder directs the Producer in writing to replace any narrator previously selected for the Audiobook, the Rights Holder shall pay the Producer a recasting fee (the “Recasting Fee”) equal to the sum of the following:
      • (i) a flat amount equal to one SAG‑AFTRA minimum hourly rate for narrators in effect at the time of the recasting request (such rate currently set at $281.44 per finished hour) which is intended to compensate the replaced narrator for recording time already expended, lost opportunity costs, and the forfeiture of anticipated compensation for the remainder of the Project; and
      • (ii) an additional per‑hour charge of Twenty‑Five Dollars ($25.00) multiplied by the total number of finished hours of the final Audiobook as delivered to the Rights Holder. (For purposes of this Section, “finished hours” means the total runtime of the final, fully mastered Audiobook as delivered by the Producer to the Rights Holder, measured in hours and fractions thereof.)
    • Producer‑Suggested Recast. If the Producer recommends or initiates a narrator replacement for any reason (including, without limitation, due to performance, availability, or production quality concerns), no Recasting Fee shall be charged to the Rights Holder, and the Producer shall bear the costs of securing a replacement narrator.
    • Liquidated Damages. The Rights Holder and Producer acknowledge and agree that (i) the additional $25.00‑per‑finished‑hour component of the Recasting Fee represents a reasonable estimate of the Producer’s administrative, scheduling, and project‑management costs incurred in connection with a Rights Holder‑initiated narrator replacement, (ii) actual damages would be difficult to ascertain with precision at the time of this Agreement, and (iii) such amount is intended as liquidated damages and not as a penalty.
  • Extension Requests. The Sample and the Deliverables will in any case be deemed approved if Rights Holder fails to provide approval or request revisions within the applicable Approval Period, unless Rights Holder provides Producer written notice prior to the expiration of such Approval Period requesting additional time. Producer may grant or deny any such request in Producer’s sole discretion.
  • Impasse; Cancellation.
    • Approval Impasse. An approval impasse may be initiated under the following conditions or as otherwise determined by Producer: (i) by Rights Holder, in the event that Rights Holder does not approve of the Sample after one set of revisions and informs Producer in writing of the same; (ii) by Producer, in the event that Rights Holder fails to provide written approval or request revisions within an Approval Period; or (iii) by Producer, in the event that Rights Holder has misrepresented the content of the Book or fails to timely provide to Producer a final, performance-ready manuscript. Initiation of an approval impasse will terminate this Agreement, and Rights Holder will be responsible for payment of fees, as liquidated damages, in the amount of two (2) finished hours at the per-finished-hour rate set forth in the Project Details.
    • Production Impasse. If, after two (2) rounds of revisions, Rights Holder does not approve of the Deliverables, then Rights Holder may terminate this Agreement by payment of a cancellation fee equal to seventy percent (70%) of the agreed upon fee for all work completed by Producer up to the date of non-approval. In the event of cancellation pursuant to the foregoing sentence, Rights Holder agrees (i) to delete all copies of audio files received from Producer associated with the Deliverables; (ii) to pay liquidated damages to Producer as set forth in Section 4.5(a); and (iii) to not make the Deliverables available for sale or consumption through any distribution channel.

5. Quality Control.
   • Producer uses assistive technology to handle word-level and technical mismatches. Human oversight remains essential to evaluate elements like tone, performance, character consistency, and storytelling. Our proofing service utilizes AI for backend proofing (processing text and audio alignment), but explicitly blocks the creation of digital voice replicas or cloned voices.
6. Payment. As full and complete consideration for Services rendered and all rights granted to Rights Holder hereunder, Rights Holder shall pay Producer the following compensation:
   • Deposit. Within 15 calendar days of signing the Agreement, Rights Holder shall pay Producer a deposit in the amount set forth in the Project Details.
   • Change Fees. Any Change Fees incurred pursuant to Section 4.3(c) shall be paid by Rights Holder as described in the Project Details or as mutually agreed in writing prior to implementing such changes.
   • Production Fee. Upon Rights Holder’s final approval of the Deliverables, the Production Fee will be due and payable to Producer. The final, high-resolution retail-ready Audiobook files will not be made available to Rights Holder until the Production Fee has been received in full by Producer. The Production Fee is calculated on a per-finished-hour basis. One finished hour is measured as sixty (60) minutes of mastered, fully-produced audio, without regard to the amount of time it took to create, edit, and produce that finished hour. Any production with a final duration of less than sixty (60) minutes will be rounded to one finished hour for purposes of determining the final billable running time. Any production with a final running time greater than sixty (60) minutes will be billed based on actual duration.
   • Recasting Fee. Any Recasting Fees pursuant to Section 4.4(a) shall be added to the final invoice for the Audiobook and shall be due and payable as part of that final invoice. Notwithstanding the foregoing, the Producer shall have no obligation to deliver the final mastered Audiobook files to the Rights Holder until all amounts set forth in the final invoice, including the Recasting Fee, have been paid in full.
7. Intellectual Property.
   • Ownership. Rights Holder is and will be the sole and exclusive owner of all right, title, and interest in and to the Audiobook, including the copyright and other intellectual property rights therein. In furtherance of the foregoing, Producer shall produce the Audiobook as a work made for hire as defined in the Copyright Act of 1976, 17 U.S.C. § 101, and Rights Holder shall be considered the sole and exclusive author of the Audiobook for all purposes. To the extent that the Audiobook or any part thereof does not qualify as a work made for hire, Producer hereby irrevocably: (a) assigns, transfers, and otherwise conveys to Rights Holder all right, title, and interest in and to the Audiobook; and (b) waives all claims Producer may now or hereafter have to moral rights with respect to the Audiobook.
   • License Grant. Without limiting the foregoing, Rights Holder hereby grants to Producer a limited, royalty-free license to change, edit, adapt, and rearrange the manuscript, in whole or in part, for purposes of producing the Audiobook. Rights Holder further grants to Producer a limited license to include the Audiobook in Producer’s portfolio, display the Audiobook on Producer’s own website, and otherwise use the Audiobook to advertise or promote Producer’s services.
   • Producer Materials. Notwithstanding the foregoing, all of Producer’s original production files and any other underlying technologies, plug-ins, architecture, or other proprietary materials used by Producer in the creation of the Audiobook (“Producer Materials”) shall remain the sole property of Producer. Producer hereby grants to Rights Holder a limited, royalty-free license to use any such Producer Materials solely to the extent necessary to enable the Audiobook to perform and/or be displayed as promised.
   • Right of Publicity. Rights Holder hereby grants to Producer the perpetual, worldwide right to use Rights Holder’s name, image, likeness, and biographical and professional information for purposes of advertising and promoting the Audiobook, without further consent from or payment to Rights Holder.
   • No Voice Cloning. The Parties acknowledge and affirm that neither the Audiobook nor any portion thereof shall be used in any machine learning environment for any purpose, including, without limitation, to develop voice models or generate audio assets in the likeness of the narrator’s voice.
8. Delay; Incapacity.
   • Delay. If Producer’s performance of the Services is prevented or delayed by any act or omission of Rights Holder, Producer shall not be deemed in breach of this Agreement or liable for any costs incurred. Without limiting any other rights or remedies, Producer reserves the right, exercisable upon written notice to Rights Holder, to suspend the Services during any period of default caused by Rights Holder.
   • Incapacity. If the narrator becomes unable to provide vocal performance services due to physical or mental incapacity (“Incapacity”), including any material change in voice that either Party determines renders such narrator unsuitable to perform the role in the manner contemplated when the narrator was selected, Producer may (i) suspend the Services during the Incapacity; (ii) recast a different vocal performer as the narrator; or (iii) refund to Rights Holder, on a pro-rata basis, any fees previously paid to Producer, less payment for all Services rendered before the Incapacity effective date. If the Incapacity continues for more than fifteen (15) days, Rights Holder may terminate this Agreement, which termination will be effective immediately upon Rights Holder providing written notice thereof to Producer.
9. Termination.
   • For Convenience. Either Party may terminate this Agreement: (a) upon the Parties’ mutual written agreement; or (b) upon thirty (30) days’ written notice, except that Rights Holder may not terminate this Agreement under this Section after Rights Holder has approved the Deliverables.
   • For Cause. Either Party may terminate this Agreement, effective upon written notice, if the other Party is in material breach of this Agreement and either the breach cannot be cured, or, if the breach can be cured, it is not cured within thirty (30) days following the other Party’s receipt of notice of such breach.
   • Effect of Termination or Expiration.

• • • Upon termination or expiration of this Agreement, Producer shall deliver to Rights Holder the Deliverables (whether complete or incomplete) and any other materials of Rights Holder in Producer’s possession. All fees paid to Producer become non-refundable as of the Start Date. To the extent that Rights Holder is eligible for any refund of fees previously paid, such refunds shall be issued in accordance with this Section. If Rights Holder terminates this Agreement:
      • (i) twenty-two (22) or more calendar days before the Start Date, Rights Holder will be relieved of any obligation to pay fees hereunder and Producer shall refund all fees previously paid.
      • (ii) between twenty-one (21) and one (1) calendar day(s) before the Start Date, Producer shall refund to Rights Holder fifty percent (50%) of any fees previously paid to Producer.
      • (iii) on or after the Start Date, Rights Holder is not relieved of its payment obligations hereunder and shall not receive a refund of any fees previously paid.
  • Survival. Any rights or obligations of the Parties hereunder which, by their nature, should survive termination or expiration of this Agreement, shall survive such expiration or earlier termination.

10. Representations and Warranties. Rights Holder hereby represents and warrants that (a) Rights Holder has the full right, power, and authority to enter into and fully perform this Agreement; (b) Rights Holder has obtained all rights necessary for Producer to exercise the rights granted hereunder; and (c) the manuscript and any additional material Rights Holder furnishes hereunder (i) do not violate any law or infringe upon or otherwise violate the intellectual property, proprietary, or other rights of any third party, including contractual rights, copyrights, trademarks, common law rights, rights of publicity or privacy, or moral rights; (ii) do not contain any defamatory material; (iii) are and will be wholly original with Rights Holder and are not and will not be copied from, in whole or in part, or based upon any other work; and (iv) are not the subject of any litigation or any claim. Rights Holder acknowledges that Producer is not a signatory to any guild, union, or other CBA and that this Agreement and Rights Holder’s services are not subject to any such agreement.
11. Indemnification. Rights Holder shall indemnify, defend, and hold harmless Producer and its affiliates from and against any losses, costs, or liabilities incurred by Producer (a) because Rights Holder did not have, or a claim is brought alleging that Rights Holder did not have, all rights required to grant the rights granted to Producer hereunder; (b) as a result of a breach or alleged breach by Rights Holder of the representations, warranties, or other obligations made hereunder; or (c) as a result of any negligent, intentional, or reckless acts or omissions by Rights Holder in connection with this Agreement. When this indemnity obligation applies, Rights Holder shall pay all applicable costs and damages, including all costs of counsel to defend Producer and its affiliates, all damages awarded against Producer or its affiliates, and any settlement entered into by Producer or its affiliates, including any costs associated with the resolution of any claim or proceeding.
12. Force Majeure. Producer shall not be liable or responsible to Rights Holder, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing the Services when and to the extent such failure or delay is caused by or results from acts beyond Producer’s control including without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) pandemic; (d) war, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order or law; (f) actions, embargoes, or blockades in effect on or after the Effective Date; (g) action by any governmental authority; (h) national or regional emergency; (i) strikes or other industrial disturbances; (j) shortage of power, transport, or facilities; and (k) any other events beyond Producer’s reasonable control. Producer may terminate this Agreement or postpone or suspend the Services hereunder for the duration of the applicable event.
13. Independent Contractors. The relationship of the Parties is that of independent contractors. This Agreement shall not be construed to create any association, partnership, joint enterprise, employment, fiduciary, or any other form of agency relationship.
14. Miscellaneous. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings with respect to the same. This Agreement is governed by, and construed in accordance with, the laws of Missouri, without giving effect to any conflict-of-laws provisions thereof. Either Party shall institute any legal action arising out of or relating to this Agreement in the federal or state courts in each case located in St. Louis County, Missouri. Each Party shall deliver all notices and other communications in writing either in person, by certified or registered mail (return receipt requested, postage prepaid), or recognized overnight courier. Rights Holder shall not assign any rights or delegate any obligations hereunder without Producer’s prior written consent. Any assignment in violation of this Section is null and void. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and assigns. The Parties may not amend this Agreement except by written instrument signed by the Parties. No waiver of any provision hereof will be effective unless explicitly set out in writing and signed by the waiving Party. No failure to exercise, or delay in exercising, any right or remedy hereunder will be construed as a waiver thereof, nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The invalidity, illegality, or unenforceability of a provision hereof does not affect any other provision hereof or the validity, legality, or enforceability of such provision in any other jurisdiction. The rights and remedies hereunder are cumulative and are in addition to any other rights or remedies available at law or in equity. In the event that any action, suit, or other legal proceeding is instituted by either Party against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.