Agreement. This recording agreement is for one remote studio Session of podcasting by Studio Americana (Company). Client (you) wishes to hire Company for certain recording services and Company wishes to provide those services in exchange for payment by Client.

Services. Client is hiring Company to provide the following services:

Remote Audio Recording Session

● Connection to Studio Americana’s remote studio and staff

● Access to an audio producer during the recording

● Recording of audio

● Connection to guests via IP Services ($25 fee per guest unless using PodSync Home Studio Kit)

● One round of edits based on producer’s notes during session

● Delivery of produced audio content via Dropbox

● Normalizing of audio

● Insertion of music and/or commercials (royalty-free only)

● Separation of audio into episodes

● Light mastering for consistency

● Files compressed to audio format of client’s preference

Additional Services. Any additional services not included in this session package will be billed separately. Audio editing services are $99/hour, billed by the quarter hour.

Payment. Client will be charged for services on the date of the recording using the form of payment provided at booking. A deposit may be required to hold the reservation.

Audio Delivery. Company will provide Client with initial edited audio file(s) within five (5) business days of the recording, unless otherwise stated during the recorded process.

Client-requested edits must include time code marks based on the delivered audio file.

Reschedule. Client will be charged a fee of $25 for any rescheduled sessions. Sessions rescheduled in less than 48 hours from their recording start time are subject to a $50 fee. Sessions rescheduled in less than 24 hours of their recording start time are subject to a $99 fee. Fee will be charged separately on the date of the recording. Any client that has paid and is current on a season package is allowed one (1) waiver per month of the scheduling fee, providing they give more than 48 hours of written notice.

Cancellation. All cancellations are subject to forfeiting the deposit paid at booking. Cancellations without notice (“no-shows”) are subject to an automatic charge of $150.

Subscriptions. Client assumes cost of any 3rd party subscriptions and is responsible for owning the hosting platform account that will be used for the podcast. Client agrees to provide Company with any necessary login credentials used in the publishing process.

Photography and Logo Ownership. Client assumes all costs and responsibilities related to logos or photos used in the publishing process. Company is not responsible for copyright violations or misuse.

Audio sessions agreed to in this Agreement must be recorded within 12 months of the signing of this Agreement. Balance of payment for unrecorded sessions will then become immediately due.

Client agrees to keep these payment terms confidential, except with professionals with whom Client needs to share the information for accounting or tax purposes.

Music Licenses. Client is responsible for the purchase of any 3rd party music licenses. Client agrees to show Company the licenses and to allow Company access to the music files. Company agrees to use those files exclusively for Client productions.

Independent Contractor Status. Client retains Company as an independent contractor, not as an employee, and this Agreement does not provide Company with any benefits or rights associated with an employment relationship.

Ownership of Content. Client retains ownership of the content produced by Company. Client grants to Company a worldwide, perpetual non-exclusive license to show this content in the following places to promote Company and its services:

- Online advertising for Company

- Digital communication originating from Company

- Company-owned websites

Termination. Either party may terminate this Agreement for any reason upon ten (10) days written notice to the other. In the event this Agreement is terminated by either party, Client will immediately pay Company all amounts that are due and outstanding through date of termination. In the event Client terminates this Agreement in accordance with this paragraph, Client acknowledges and agrees that Company shall not be responsible for any costs incurred by Client following termination of this Agreement. Upon termination, Company will return to Client any amounts that Client has paid it for which Company has not yet performed services.

Force Majeure. Without limiting or being limited by any of the provisions of this Agreement, if Company fails to timely perform any of the terms, covenants or conditions of this Agreement on Company’s part to be performed, and such failure is due in whole or part to any strike, lockout, labor trouble, civil disorder, riot, insurrection, act of terrorism, war, accident, fire or other casualty, adverse weather conditions, act of God, governmental inaction, restrictive governmental law or regulation, or act or event caused directly or indirectly by Client or any

cause beyond the reasonable control of Company, then Company shall not be deemed to have breached this Agreement as a result of such failure.

Non-Solicitation. Client agrees to not solicit Company’s employees or clients for its or others’ advantage while they are working together, and for one (1) year after termination of this Agreement.

Indemnification. Client agrees to indemnify, defend, and hold Company, its shareholders, directors, officers, employees, agents and representatives harmless from and against any and all costs, expenses, attorney’s fees, suits, liabilities, damages, claims, actions, suits or claims for damages, relating in any way to Client’s obligations and requirements under this Agreement, including the following:

(a) any claims made against Company because of music files that Client gives Company;

(b) user violation of terms and conditions set forth by the hosting platform or RSS portal provider; and

The provisions of this paragraph shall survive the expiration or termination of this

Agreement.

Limitation of Liability. Client expressly agrees that the maximum liability of Studio Americana to it, relating in any way to this Agreement or its work under this Agreement shall be limited to the amount of money that Client has paid Studio Americana under this Agreement.

Dispute Resolution. In the event of a dispute arising under this Agreement, the parties agree to attempt to resolve the dispute through negotiation prior to commencing litigation or pursuing any remedy available to them, unless the party seeks immediate injunctive relief. Specifically, in the event of a dispute under this Agreement, prior to commencing litigation, a party shall give the other party notice of the dispute, and for a period of (30) days after notice is given, the parties shall exchange information relevant to the issues identified in the notice and shall use good faith efforts to attempt to resolve the dispute through negotiation. Such good faith efforts include, at a minimum, two (2) meetings in person of the parties, the first such meeting to be held at a place and time designated by the Company, reasonably convenient to the parties, and the second such meeting to be held at a place and time designated by the Client, reasonably convenient to the parties. If, after having met twice as described above, the parties are unable to resolve the dispute, then any party may pursue their claims against the other.

Notices. All notices and communication of legal import from any party to the

other shall be in writing and shall be considered to have been duly given when received by the party to be notified. Notices sent by first class, certified or registered mail, return receipt requested, postage prepaid, to the party, at its address set forth below or to such other addresses as such party may hereafter designate by written notice to the other, shall be deemed given on the date shown on the return receipt. If there is no return receipt, notice will be deemed to have been given 3 days after mailing unless the notice is returned by the U.S. Mail system to the sender.

Governing Law; Venue. This agreement shall be interpreted, construed and governed by the laws of the State of Minnesota. In the event that any controversy or dispute arises hereunder, the parties agree that venue for purposes of any litigation or other proceeding shall be located exclusively within the courts of the State of Minnesota, located in Hennepin County, Minnesota.

Waiver. No waiver of any default by any party to this Agreement shall be implied from any omission to take any action on account of such default and no waiver shall affect any default, other than the specific default waived.

Severability. If any provision of this Agreement shall be declared invalid or unenforceable, then that provision shall be modified to a provision that is valid and enforceable, and most closely carries out the intent of the initial provision, and all remaining provisions shall continue in full force and effect.

Counterpart Signatures. This Agreement may be executed by two or more counterparts, each of which will be deemed an original. A facsimile or electronic/digital copy of this Agreement, including its signature pages, will be binding and deemed to be an original.

Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect hereto, all of which are merged herein.

Amendment. This Agreement may be amended only by an agreement in writing by the parties hereto.