Audiobook production and distribution agreement
AUDIOBOOK MASTER PRODUCTION AND DISTRIBUTION AGREEMENT
This AGREEMENT made between the rights owner (the “Rights Holder”), as detailed in Schedule A and
HB Digital Pty Ltd T/A Hillenbrand & Co ATF The HB Trust, ABN 81 217 428 942, of 69 Mons School Road, Mons 4556 QLD, Australia (“Hillenbrand & Co”) concerning all literary works (the “Work” or “Works”) provided by Rights Holder for audiobook production and distribution.
Hillenbrand & Co is a producer, promotor and distributor of audiobooks which offers the Rights Holder a commission split on the net sales of the audiobook; WHEREAS, the Rights Holder is the legal owner of the literary Work.
The Rights Holder and Hillenbrand & Co wish to produce and distribute a completed audiobook of the Work (the “Audiobook” or “Audiobooks”); and NOW THERFORE in consideration of the mutual promises set forth, the parties hereby agree as follows:
1. AUDIOBOOK PRODUCTION
- Rights Holder agrees for Hillenbrand & Co to produce the Audiobook at no cost to the Rights Holder.
- This Agreement is intended to serve as a Master Production and Distribution Agreement that applies to all Production and Distribution Agreements entered into between Rights Holder and Hillenbrand & Co and shall be deemed a part of any Production and Distribution Agreement entered between Rights Holder and Hillenbrand & Co.
- The details of each audiobook will be described in the Production and Distribution Agreement, Schedule A.
- Hillenbrand & Co will pay for the production of each Audiobook per terms identified in each Production & Distribution
- Hillenbrand & Co will take commercially reasonable measures to ensure that all audiobook produced in accordance with this Agreement are compliant with Hillenbrand & Co’s technical audio requirements and is of high commercial standard at its discretion.
- If any term in Schedule A contradicts a term in this Agreement, the terms in this Agreement shall apply.
2. RIGHTS TO PRODUCE AUDIOBOOK
- Once Rights Holder and Hillenbrand & Co have entered into a Production and Distribution Agreement (Schedule A) for a specific Work, Rights Holder will neither produce nor grant any third party the right to produce an audio version of the Works identified for audio production by Hillenbrand & Co within the Exclusive Production and Distribution Period set out in Schedule A.
3. AUDIOBOOK DISTRIBUTION
- Rights Holder grants Hillenbrand & Co exclusive and irrevocable worldwide rights to promote and distribute the Audiobook through any channel or platform during the Exclusive Production and Distribution Period set out in Schedule A.
- The Rights Holder grants Hillenbrand & Co and its distribution partners an exclusive and royalty free worldwide license to use the Rights Holder’s brand features in connection with the Audiobook marketing, promotion and advertising on partner services and through applications and devices; and presentations, financial reports, press releases, and customer lists, websites, and blogs. All use of Rights Holder’s brand features, and all goodwill associated with that use, will inure solely to the benefit of Rights Holder.
- Subject to the license granted, rights, title, and interest in and to Rights Holder’s brand features will remain with Rights Holder.
- The Audiobook shall be distributed solely by means of digitally delivered downloads and any other medium for sound reproduction or transmission now The audiobook may be distributed condensed, or in abridged versions.
- An industry-standard introduction and promotion may be added to the beginning or the end of the Audiobook. By way of example, intro may include background music and narrator’s voice saying, “This Audiobook is brought to you by ”
- Hillenbrand & Co and its distribution partners may, at its sole discretion, assign an ISBN(s) for the Audiobook.
- Due to the nature of audiobooks some elements of the literary work may be omitted in the audiobook such as references, illustrations, tables and similar sections. Hillenbrand & Co does not guarantee a word for word adaption of the Work.
4. PAYMENTS TO RIGHTS HOLDER
- Hillenbrand & Co will collect all commissions from its distribution partners and forward a consolidated commission payment to Rights Holder’s assigned bank account within 30 days of receipt. The Rights Holder is responsible for any currency exchange and tax implications for the payments received.
- The amount payable to the Rights Holder is set out in Schedule A.
5. THIRD PARTY ENGAGEMENT
- Hillenbrand & Co may contract with third parties to assist in the production of the Audiobook, including to perform services such as, but not limited to, narrator, editor, or studio Hillenbrand & Co agrees to be responsible for the production of the Audiobook even if Hillenbrand & Co hires one or more third parties to assist in the production.
6. PROMOTION AND PROMOTIONAL MATERIALS
- Rights Holder grants Hillenbrand & Co the right to produce promotional samples not exceeding 10% of the full running time of the Audiobook.
- Rights Holder will retain all right, title, and interest in and to the literary
- Hillenbrand & Co will retain all right, title and interest in the Audiobook and associated promotional material unless otherwise agreed upon by both parties in writing.
8. CHANGES TO TERMS
- Any changes to this Agreement, including Schedule A, must be agreed by both parties in writing.
9. REPRESENTATIONS, WARRANTIES AND INDEMNITIES
- Rights Holder represents and warrants to Hillenbrand & Co that; it has the right to enter into this Agreement and any Production and Distribution Agreements (Schedule A); to appoint Hillenbrand & Co for the audiobook production and distribution of it and to grant Hillenbrand & Co the rights herein granted; that no material in the Work violates the right of privacy or publicity or any proprietary or personal right of any person; that the Work is not libelous; and that the Work do not infringe upon the copyright or intellectual property of anyone (including but not limited to any use of song lyrics, movie quotes, and other similar content), that they do not contain any material that is harmful or may subject Hillenbrand & Co to liability to any third party or is otherwise contrary to law; and Rights Holder agrees to defend, indemnify and hold Hillenbrand & Co and its affiliates, and their respective employees, officers, directors, shareholders, and representatives harmless against any loss, expense (including reasonable attorney’s fees) or damage occasioned by any claim, action, proceeding or recovery arising out of a claim which would, if sustained, be a breach of any of the foregoing representations or warranties (a “Claim”), subject to the conditions that (i) Hillenbrand & Co promptly notify Rights Holder of any such Claim; (ii) Hillenbrand & Co permit 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) that Hillenbrand & Co provide all reasonable assistance requested by Rights Holder in connection with such Claim at Rights Holder’s expenses.
10. LIMITATIONS ON LIABILITY
- Except as expressively provided in this Agreement Hillenbrand & Co makes no warranties of any kind, whether expressed or implied, including any implied warranty of merchantability, financial performance, non-infringement or fitness for a particular purpose.
- In no event will Hillenbrand & Co or its affiliates be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or Hillenbrand & Co has been advised of the possibility thereof. In no event shall Hillenbrand & Co or its affiliates total liability arising out of or relating to the Agreement exceed the amount paid by Hillenbrand & Co to Rights Holder hereunder during the 12 months period preceding the event giving rise to liability hereunder.
- All notices required under this Agreement shall be in writing and shall be given by certified or other receipted form of mail, or by facsimile (with printed confirmation), email (acknowledgement / acceptance of receipt required), or by hand delivery to the other party at the address listed provided below (for Hillenbrand & Co) and the address, incl. email address, for Rights Holder as listed in Schedule A.
To: Hillenbrand & Co
69 Mons School Road
Mons QLD 4556
12. FORCE MAJEURE
- It shall not be deemed a breach of this Agreement or of any Production & Distribution Agreement if performance is delayed or impossible due to fire, flood, war, terror attack, tornado, Act of God, or other unforeseeable circumstance that is beyond the control of the party who failed to perform.
- Hillenbrand & Co and Rights Holder may assign its rights in the Agreement and Schedule A in whole or in part to any person, firm, or corporation, and such rights may be assigned by any assignee thereof, but no such assignment will relieve either party of any obligations under the Agreement.
14. ENTIRE AGREEMENT
- Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms, and further agrees that this Agreement and the Exhibits annexed hereto constitute the complete and exclusive statement of the agreement between the Parties 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.
- This Agreement shall be governed by and construed under the laws of Queensland, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of that territory/State.
- This Agreement may not be modified orally, contains the entire understanding between the parties concerning its subject matter, and cancels and supersedes any prior understanding between the parties.
- By agreeing to and executing Schedule A the Rights Holder and Hillenbrand & Co have duly agreed to and executed this Agreement.
This Production and Distribution Agreement is a supplement to the Master Audio Production and Distribution Agreement (“Agreement”). All terms and definitions in the Agreement shall apply to the Audiobook production and distribution described below.
- Rights Holder engages Hillenbrand & Co to produce, promote and distribute an audio recording (the “Produced Audiobook”) of the Work described below with the terms set forth in the Agreement and described in this Production and Distribution
- Production shall be performed for the following Work:
- Pen name if applicable:
- ISBN if available:
- Language for narration: □ English □ Other:
- Rights Holder agrees that Hillenbrand & Co will be granted an irrevocable and exclusive license to produce, promote and distribute the Audiobook for no less than 10.5 years. This Exclusive Production and Distribution Period is automatically extended by five years unless a written request for cancellation is received in writing from the Rights Holder to Hillenbrand & Co no less than 6 months before the expiry of this Exclusive Production and Distribution Period.
- 20% of the net sales proceeds received by Hillenbrand & Co will be paid to the Rights Holder’s nominated bank account within 30 days of receipt. No expenses for distribution, marketing or other expenses are deducted from the payments to the Rights Holder.
- Contact details of the Rights Holder:
- Full name:
- Bank Account to which Rights Holder commissions are to be paid to:
- Name of Bank
- Bank Address
- SWIFT number
- IBAN (if available)
- Name of Account holder
- Bank Account Number
ACCEPTED AND AGREED
RIGHTS HOLDER HILLENBRAND & CO