I. Scope of Work Commissioned

 

RRACOS AUDIO SERVICES (RAS) and Client (FORM SUBMITTOR) expressly agree that the work to be created by RAS pursuant to Client’s specifications shall be limited in scope by written agreement of both parties.

 

Ia. Enquiry 

 

RAS and Client agree that submission of an Enquiry, as defined by the submission of an email, or completion of an online submission form, or other such modes of communication, do not constitute an agreement for works to be undertaken.

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II. Deadlines and Completion

 

Upon agreement between RAS and Client work scope specifications pursuant to Section I, which Client agrees are true and complete at the time of execution of this Agreement, RAS agrees to complete the Work as per schedule agreed by written agreement of both parties.  

 

III. Rights Transferred.

 

RAS and Client agree that the following rights shall be transferred from RAS to Client upon completion of the Work. Any rights not expressly specified herein shall be reserved by RAS. Client, not RAS, shall be the owner of the Work. RAS expressly acknowledges and agrees that they are creating work made for hire, and pursuant to this Agreement, hereby relinquishes all rights, and expressly agrees that the Work shall be the exclusive property of Client, along with all copyright, title, and interest, as well as any renewals and extensions thereto, with complete authority to use the work commercially as the client sees fit. 

 

IV. Compensation.

 

Upon completion upon the schedule set forth in Section II of this Agreement, Client agrees to compensate RAS as agreed by the written agreement of both parties, unless expressly undertaken as ‘pro-bono’, ‘gratis’ or ‘for free’, as declared by RAS.

 

V. Termination/Kill Fee.

 

Client or RAS may terminate this Agreement at any time by sending written notice thereof to the other party. Upon such termination initiated by Client, Client agrees to compensate RAS as follows:

(i) Partial Completion. If RAS has partially completed the Work, Client agrees to compensate RAS at fifty percent (50%) of the compensation. If this Agreement is terminated by Client after Partial Completion by RAS, RAS shall retain ownership of all rights of copyright and the original artwork, including but not limited to completed artwork, sketches, and comps.

(ii) Full Completion. If RAS has completed the finished artwork at the time of cancellation, Client agrees to compensate RAS in full as otherwise provided in this Agreement.

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VI. Non-Payment; Remedies.

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Any delinquent payments due RAS from Client shall bear interest at the highest applicable statutory rate in any jurisdiction in which the Agreement is made. If no such statutory rate applies, payment delinquencies shall bear interest at a rate of two and one-half percent (2.5%) per month. Client agrees that it shall bear responsibility for any fees incurred by RAS in enforcing this Agreement, including but not limited to attorneys’ fees and court costs. 

 

VII. Form of Credit Notice.

 

Client agrees to provide credit to RAS on all platforms, media, or any material the Work was utilized/shown in/on for as long as the Work remain in use, as any of the following:

-       “Composer: RRACOS”

-       “Sound Designer: RRACOS”

-       “Audio Director: RRACOS”

-       “Audio Designer: RRACOS”

-       “Additional Audio From: RRACOS”

 

VIII. Severability; Integration.

 

Client and RAS agree that this Agreement shall not be amended except by a writing executed by both parties, and expressly state that this writing shall constitute a complete expression of the entire agreement between the parties, and that no additional terms exist that are not included herein. To the extent any provision contained in this Agreement shall be found to be void, invalid, or otherwise

unenforceable in any way, such invalidity shall not affect the remainder of this Agreement, which shall

remain in full force and effect.

 

IX. Unauthorised Use by Client; Indemnity.

 

Client agrees to indemnify RAS against any and all claims and expenses, including but not limited to attorneys’ fees and costs, incurred as a result of Client’s unauthorised use of the Work under this Agreement, including the enforcement of this Agreement by RAS.

 

X. Warranty of Originality.

 

RAS represents and warrants to Client that, to the best of RAS knowledge and belief, the Work assigned by this Agreement is original and has not been previously published or licensed to any third party. This warranty shall not extend to any unauthorised or undisclosed use of the Work by Client which may infringe upon the rights of any other person. Client agrees that it shall hold RAS harmless for any claim or liability caused by Client’s use of RAS product to the extent such use infringes upon the rights of any other person.

 

XI. Release of Liability.

 

Client agrees that it shall not hold RAS or any agent thereof liable for any damages arising from RAS failure to complete the Work in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of RAS or of any third party.