THIS AGREEMENT is made is made on this date (logged as date of services date)
Totally Entwined Group Limited, (company number 06032552) whose registered office is at Newland House, The Point, Weaver Road, Lincoln, LN6 3QN, U.K. (“the Publisher”);
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Collectively referred to as “the Parties” or individually “a Party”
IT IS AGREED as follows:
(A) The Publisher and the Author have entered into a publishing agreement (“the Publishing Agreement”) dated and setting out the terms by which they intend to be
(B) The Publisher is empowered by the Publishing Agreement to appoint a Narrator to record the Works.
(C) The Publisher and the Narrator now wish to enter into this Agreement to clarify and confirm their respective legal positions and to agree a fair and unequivocal division of such monies that may arise from the future commercial exploitation of the Works and future adaptations of the Works as may come into being, for all forms of media throughout the Territory.
Shall be the sum paid to the Narrator for Voice Projects, for a Fixed Royalty Rate of 35% of Net Sales, or a Flexible Rate of Net Sales shall be divided as indicated in the following table:
The Publisher will divide the proceeds from the sales of the Audiobook between the Narrator and The Publisher itself, calculating the individual amounts due on the Net Sales. Net Sales is understood as the amount obtained from each sale of each single copy of the Audiobook net of costs distribution, discounts, promotions, taxes, excise duties, value added taxes, duties, sales commissions and withholding taxes where applicable.After the initial term expires, the Narrator shall earn the following royalty:Fixed Rate - if the Narrator has not yet earned $8,000 then they shall maintain a 35% royalty until such time as that amount has been reached, at which time, their royalty shall be amended and the Narrator shall receive 10% of a Net Sales until such time as the Author's contract has been cancelled.Flexible Rate - Shall remain the same as the table above for the duration.
1.11 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Publisher's obligations under this Agreement.
1.12 Unless otherwise stated references to clauses, sub-clauses, sub-paragraphs, schedules, annexures and exhibits relate to this Agreement. Any reference in this Agreement to any statute or statutory provision, order or regulation shall be construed as including a reference to that statute or statutory provision, order or regulation as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders, regulations and directives modifying or extending the same.
1.13 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
2.1 In consideration of the Narrator’s Fee, the Narrator agrees to provide the non-exclusive services to the Publisher to assist in the reading, recording and editing of the Works to the best of the Narrator’s skill and ability in accordance with the terms of this Agreement.
2.2 The Publisher agrees to engage the non-exclusive services of the Narrator to read, record and edit the Works and deliver the Works to the Publisher before the Delivery Date.
2.3 The Narrator agrees that the Publisher shall be entitled to engage or enter into any agreement with any third party to read, record, edit or produce the Works or any other book or publication based on the BIF or any development or variation thereof at any time.
3.1 In consideration of the Narrator’s Fee, the Narrator assigns to the Publisher all present and future copyright and all other rights in the material created by the Narrator under this Agreement, including all recordings, drafts, scripts, notes, photographs or other material which is created by the Narrator under this Agreement and in the Works in all media whether in existence now or created in the future, including but not limited to the title, publication, anthology, quotations, mechanical reproductions, serialisations, translations, audio, dramatic and non-dramatic adaptations for radio, television, film, theatre or video and any merchandising throughout the Territory for the full period of copyright and any extensions or renewals theroef.
3.2 The Narrator agrees that the Narrator shall not be entitled to any credit or acknowledgment in respect of the exploitation of the Works by the Publisher, Author or any third party in any media at any time. The Narrator agrees that the Author shall be entitled to receive the sole credit for editing, producing and writing the Works.
3.3 The Narrator unconditionally waives all moral rights in any of the material created under this Agreement and in the The waiver shall apply to the right to be identified as the author and the right to object to any derogatory treatment of the Works. The waiver shall apply to the Author and Publisher, licensees, assignees or other third party who may require any rights or interest. The Narrator accepts that the waiver cannot be revoked or otherwise altered at any time even after the death of the Author.
3.4 The Narrator agrees that if the Publisher chooses to use AI technology in the making of future books in an ongoing series that they will allow the Publisher to use samples of their Voice to avoid the Publisher having to change Voices mid-way through a series project. In return the Narrator shall earn a fixed royalty rate of 20% of all Net Sales on any Works where this model is employed, for as long as the title in question is available for sale by the Publisher.
4.1 The Narrator acknowledges and agrees that the Publisher shall have final Voice Editorial control over the Works and the absolute discretion as to the name and content of the Works.
4.2 The Narrator agrees to adapt, alter, edit and amend the Works as requested by the Publisher prior to the formal acceptance of the Works by the Publisher and to abide by all reasonable requests and instructions from the Publisher and Author.
4.3 At any time, before or after publication, the Publisher will assess the final audiobook for consistency with high quality international standards. The Publisher shall have the right to accept or reject the Audiobook at its sole discretion, or may request changes to adapt the Audiobook to The Publisher's standards for Audiobooks. Should The Publisher refuse the Audiobook, this Agreement will be considered canceled and neither party to this Agreement will have any claim against the other parties.
5.1 The Narrator agrees to provide non-exclusive services to the Publisher to research, record and produce the Works at such times, dates, and locations as the Publisher may reasonably require subject to sufficient prior notice and shall observe all reasonable directions and requests by the Publisher.
5.2 The Narrator shall provide his/her services to the best of his/her skill and ability to ensure as far as possible the successful completion and publication of the Works.
5.3 The Narrator agrees that the Narrator shall carry out the following specific duties as the Publisher may direct:
5.3.1 to record the full manuscript for the purposes of audio books using professional equipment where necessary to ensure that the Works meets a professional standard with regards to the content of the Works, and sound quality;
5.3.2 to record a suitable introduction and exit to each story within a given manuscript, which will be provided by the Publisher;
5.3.3 to alter and amend the un-edited Works in accordance with any specific requirements as detailed by the Author and Publisher;
5.4 The Narrator agrees to deliver one electronic copy of the Works to the Publisher on or before the Delivery Date, to be agreed in writing between both parties prior to each Project start date. The Narrator agrees that such material will be of a standard and quality suitable for publication by the Publisher.
5.5 The Narrator agrees:
5.5.1 to provide regular reports and updates to the Publisher upon reasonable request and to make available all material that the Narrator has obtained or recorded in furtherance of this Agreement upon request by the Publisher;
5.5.2 to keep the Publisher, as far as reasonably possible, informed of his/her whereabouts and mobile telephone number until the Works has been formally accepted by the Publisher in accordance with the terms of this Agreement;
5.5.3 that the Narrator shall be responsible for all the Narrator’s own national insurance, personal tax and value added tax that may become due as a result of this Agreement.
5.3.4 to deliver to the Publisher (at the Publisher’s sole cost) all documents, writings, recordings, photographs, art works and all other material created, collected or obtained relating to the Works in the possession of or under the control of the Narrator after the expiry or completion of this Agreement;
5.3.5 that the Publisher shall be entitled to assign, transfer, change or make over the benefit and obligations of this Agreement to any third party at any time.
5.7 The Narrator warrants that:-
5.7.1 the facts and information contained in the Works shall be true and accurate, except where any material is supplied by and specifically included at the request of the Publisher;
5.7.2 the Narrator has full authority to enter into and perform this Agreement and that he/she is not bound by any previous Agreement that adversely affects this Agreement.
5.8 The Narrator undertakes:-
5.8.1 that all material produced by the Narrator under this Agreement shall be original and will not infringe the copyright or any other rights of any third party, except where the Works incorporates material of any third party or is supplied by the Publisher and which is specifically included at the Publisher’s request;
5.8.2 not to disclose any material nor make any statement, whether true or not, concerning the private or sexual life, political or personal views of the Author or any third party interviewed for the purposes of the preparation and writing of the Works to any third party at any time without the prior written consent of the Author.
6.1 In consideration of the services provided by the Narrator under this Agreement and the rights assigned, the Publisher will send payment to the Narrator sixty (60) days from the date of sales received from the distributor. Payments will be made in either GBP or USD depending on where the Narrator is located, and paid either via PayPal, Wise or Bank transfer.
6.2 The Publisher will report monthly to the Narrator all sales of the Audiobook.
6.3 In the event that the amount that The Publisher must pay to the Narrator is less than £50, this amount may be set aside and accumulated in the proceeds of the subsequent period until the threshold of £50 is reached. Upon exceeding this threshold, payment will be made in the manner indicated.
6.4 The Publisher will not be liable for any losses resulting from changes in exchange rates in other currencies.
6.5 The Publisher agrees to provide reasonable assistance to the Narrator to ensure that the Works is delivered in a timely manner.
6.6 The Publisher agrees:-
6.6.1 either to accept or provide written reasons for the rejection of the Works or any parts within 21 days of delivery. The Publisher agrees to reject the Works only on reasonable grounds and in good faith;
6.6.2 to provide such assistance, background detail, access to all relevant documents and other records, information which may be available concerning persons to be interviewed and any other matters to the Narrator as may be necessary for the completion of the Works;
6.6.3 to provide the Narrator with not less than 1 electronic copy of the edited Works.
6.7 The Publisher confirms that:-
6.7.1 the Publisher shall bear the cost of any copyright clearance, consent, or other acquisition of rights or permission for the use of any material for the Works, including the Art Works, which is owned or controlled by a third party; and
6.7.2 the exploitation of the Works in any form will be at the sole cost and expense of the Publisher and that the Narrator shall not be liable for any such payments.
7.1 The Narrator agrees to indemnify and keep the Publisher indemnified with respect to any breach of any express or implied warranty made under this Agreement and to hold the Publisher harmless against any claim or action that comes about as result of the breach of this Agreement by the
7.2 The Narrator shall at all times provide reasonable assistance to the Publisher in the event that the Publisher decides either to pursue an action against any third party or resist an action brought against the Publisher where such action concerns directly or indirectly the
7.3 The Publisher shall be entitled to deal with legal proceedings at its own discretion without consultation with the Narrator and to retain any damages or other sums received in the event of any successful claim against any third
7.4 The Narrator shall not disclose to any third party at any time any confidential information or business plans whether past present or future of the Publisher at any time acquired during the performance of this Agreement and no reference is to be made to the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other
AMENDMENTS AND ALTERATIONS
7.5 This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.
NO PARTNERSHIP OR EMPLOYMENT
7.6 This Agreement shall not be deemed to create any partnership or employment relationship between the Parties.
7.7 Without prejudice to the right to serve notices by any other means any notice served under this Agreement shall be in writing. Notice by e-mail shall not be accepted. Any notice that has been sent by first class, pre-paid post shall be deemed to be received 48 hours thereafter (excluding Saturdays, Sundays and public holidays). For the purposes of this Agreement, all notices shall be sent to the addresses first mentioned
VALUE ADDED TAX
7.8 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either
7.9 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Publisher or the Narrator, including such events as war, industrial action, floods, Acts of God or the ill-health of the Narrator, then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the defaulting party for a continuous period of 90 days, then the other party may, at its discretion, terminate this Agreement by notice in writing at the end of that period, provided the Parties agree to negotiate, in good faith, an equitable settlement in respect of Works already performed to the date of termination.
7.10 In addition to any other rights and remedies at law this Agreement may be terminated by giving written notice to the other party who has breached this Agreement in the following circumstances:
7.10.1 where the Publisher has failed to account or make payments as required under this Agreement; or
7.10.2 where the Narrator or the Publisher has committed a serious breach of his obligations under this Agreement, unless such party rectifies the position, as far as reasonably possible, within 30 days.
7.11 This Agreement shall be construed in accordance with the law of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.
7.12 A check in the box below by you shall constitute your signature signifying acceptance of this Agreement with the intent that it be valid for all purposes and in compliance with the eIDAS Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, and, the U.S. Electronic Signatures in Global and National Commerce Act of 2000 and the laws of any other applicable jurisdiction.
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Signed by Claire Siemaszkiewicz
Signed On: 30/09/2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: Narrator Agreement
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