In conjunction with the project details (“Project Details”) provided under separate cover via AirTable, this document serves to outline the general terms and conditions (“Terms”) that govern the engagement between the you, an independent contractor providing voice narration (“Narrator”) and Speed of Sound LLC (“Producer”), a Missouri limited company doing business as Dark Star Audio. 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. The Narrator, together with the Producer, are the “Parties”, and each, a “Party”.

WHEREAS, the (“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 in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services. Producer hereby engages Narrator, and Narrator accepts such engagement, as an independent contractor to provide the vocal performance services (the “Services”) described more fully in the Project Details, in connection with production of an audio recording of the Book (the “Audiobook”). Narrator agrees to render the Services in a professional, competent, and conscientious manner and in compliance with Producer’s directions. Narrator acknowledges that time is of the essence and that prompt, timely performance of all Services is strictly required. 
2. Independent Contractors. The relationship of the Parties is that of independent contractors, and the Agreement shall not be construed to create any association, partnership, joint enterprise, employment, fiduciary, or any other form of agency relationship between the Parties.
3. Term. The Agreement term commences on the start date provided in the Project Details and continues through all periods during which Narrator renders Services.
4. Compensation. Narrator will be entitled to the fee set forth in the Project Details which will accrue and become payable within 30 days after the final day on which Narrator renders Services.
5. Intellectual Property.
   • Ownership. Rights Holder is and will be the sole and exclusive owner of all right, title, and interest in and to the results of the Services (“Deliverables”), including the copyright and other intellectual property rights therein. For purposes of clarity, the Deliverables include Narrator’s vocal performances, auditions, and all written and unwritten ideas, suggestions, or other materials created or contributed by Narrator that relate in any manner to the Audiobook. In furtherance of the foregoing, Narrator shall create the Deliverables 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 Deliverables for all purposes. To the extent that the Deliverables do not qualify as a work for hire, Narrator hereby irrevocably: (a) assigns, transfers, and conveys to Rights Holder all right, title, and interest in and to the Deliverables; and (b) waives all claims Narrator may now or hereafter have to moral rights in the same.
   • Rights of Publicity. Narrator hereby grants to Producer the right to use Narrator’s name, image, likeness, and professional information in connection with the Audiobook, including to advertise and promote the same, without further consent from or payment due to Narrator.
   • 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 Narrator’s voice.
6. Confidentiality. Narrator agrees to maintain in the strictest confidence all confidential, sensitive, or proprietary information that Narrator may access or obtain in connection with providing the Services hereunder (collectively, “Confidential Information”), whether or not identified as “confidential”, including without limitation proprietary creative processes, production techniques, and business methods. Narrator will not, at any time, directly or indirectly, disclose or authorize disclosure of any Confidential Information, except in connection with disclosures (a) to Narrator’s financial, business, and legal advisors regarding the Agreement; or (b) required by applicable law, regulation, or court order.
7. Representations and Warranties. Narrator hereby represents and warrants that: (a) Narrator has the right and ability to enter into the Agreement and perform the obligations and grant the rights granted herein; (b) Narrator shall perform the Services in compliance with all applicable laws and regulations; and (c) Narrator’s provision of the Services, and Producer’s use of the Deliverables, do not and will not: (i) violate any publicity, privacy, intellectual property, or other proprietary right; or (ii) conflict with any agreement with or commitment to any third party. Narrator understands that Producer has no obligation to produce, promote, or use the Deliverables or exercise any rights granted hereunder. Narrator acknowledges that Producer is not a signatory to a guild, union, or other CBA and that the Agreement is not subject to any such agreement.
8. Indemnification. Narrator shall, indemnify, defend, and hold harmless Producer and its affiliates from and against any claims, losses, costs, or expenses arising from or relating to Narrator’s: (a) breach or alleged breach of the representations, warranties, or other obligations hereunder; or (b) negligent, intentional, or reckless acts or omissions in connection with the Agreement.
9. Termination; Breach.
   • Termination. The Parties may terminate the Agreement, effective immediately, upon mutual written agreement. Producer may terminate the Agreement at any time, with or without cause, subject to the obligation to pay Narrator any earned but unpaid portion of the amounts payable hereunder.
   • Incapacity. If Narrator becomes unable to perform any the Services due to physical or mental incapacity (“Incapacity”), including material change in Narrator’s voice that Producer determines, in its sole discretion, renders Narrator unsuitable to perform the role in the manner contemplated when casting Narrator, Producer may suspend the Services during such Incapacity. If the Incapacity continues for more than fifteen (15) days, Producer may terminate the Agreement, effective upon written notice. The Agreement immediately and automatically terminates if Narrator dies.
   • Breach. If Narrator fails to perform its obligations hereunder for reasons other than Incapacity, Producer may, in Producer’s sole discretion, terminate the Agreement upon written notice thereof.
10. Force Majeure. If Producer’s operations are materially hampered or otherwise interfered with by any act beyond Producer’s control, including without limitation any: (a) act of God; (b) flood, fire, earthquake, or explosion; (c) pandemic; (d) war, terrorist threat or act, or other civil unrest; (e) action or order by any governmental authority; (f) embargo or blockade in effect on or after the Effective Date; (g) national or regional emergency; (h) strike or other industrial disturbance; (i) shortage of power, facilities, or transport; and (j) any other events beyond Producer’s control, Producer may terminate the Agreement or postpone or suspend the provision of Services by Narrator hereunder for the duration of the applicable event.
11. Equitable Remedies. Narrator acknowledges that the Services are of a unique and special character and agrees that (a) Narrator’s breach or threatened breach would give rise to irreparable harm to Producer for which money damages would not be an adequate remedy; and (b) if a breach or a threatened breach by Narrator occurs, Producer will, in addition to all other rights and remedies available at law, at equity, or otherwise, be entitled to equitable relief and any other available relief, without having to post a bond or prove actual damages. Narrator acknowledges and agrees that (x) monetary damages are a fully adequate remedy to compensate Narrator for any breach or threatened breach of the Agreement; and (y) an action at law for monetary damages is Narrator’s sole and exclusive remedy for any such breach.
12. Assignment. The Agreement is personal to Narrator. Narrator shall not assign any rights or delegate any duties hereunder without Producer’s prior written consent. Any assignment in violation hereof shall be null and void. Producer may freely assign its rights and obligations hereunder at any time. The Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and assigns.
13. Miscellaneous. Each Party shall deliver all communications in writing either in person, by certified or registered mail (return receipt requested, postage prepaid), or by recognized overnight courier service. The Agreement and all matters arising out of or relating to the Agreement are 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 the Agreement in the federal or state courts in each case located in St. Louis County, Missouri. The 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, representations, and warranties with respect to the same. 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 Parties may not amend the Agreement except by written instrument signed by the Parties. No waiver of any right, remedy, power, or privilege under the Agreement (“Right(s)”) is effective unless contained in a writing signed by the waiving Party. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights hereunder are cumulative and are in addition to any other Rights available at law or in equity or otherwise, except to the extent expressly provided herein to the contrary. Any rights or obligations herein which, by their nature, should survive expiration or termination of the Agreement, shall survive such expiration or termination as permitted hereunder. In the event that any action, suit, or other legal proceeding is instituted by either Party hereto against the other Party arising out of the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party. The Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together shall be deemed one and the same agreement.