The CUSTOMER is of the opinion that JUST MUSIC has the necessary qualifications, experience and abilities to provide services to the CUSTOMER.
JUST MUSIC is agreeable to providing such services to the CUSTOMER on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is herby acknowledged, the CUSTOMER and JUST MUSIC (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Provided The CUSTOMER hereby agrees to engage JUST MUSIC to provide the CUSTOMER with the services (the “Services”) consisting of music editing. The Services will also include any other tasks which the Parties may agree on. JUST MUSIC herby agrees to provide such Services to the CUSTOMER.
Term of Agreement
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days notice to the other Party. Except as otherwise provided in this Agreement, the obligations of JUST MUSIC will end upon the termination of this Agreement. Performance The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Provision of Extras
The CUSTOMER agrees to provide all original music, for the use of JUST MUSIC in providing the Services. Upon the expiry or termination of this Agreement, JUST MUSIC will return to the CUSTOMER any property, documentation, records, or confidential information which is the property of the CUSTOMER.
In providing the Services under this Agreement it is expressly agreed that JUST MUSIC is acting as an independent contractor and not as an employee. JUST MUSIC and the CUSTOMER acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
The CUSTOMER shall indemnify and hold harmless JUST MUSIC from and against all claims, damages, losses, and actions, including reasonable legal fees, arising out of any third party claims against JUST MUSIC which may arise out of its performance of its obligations under this Agreement.
Limitation of Liability
Notwithstanding any other provisions contained herein, it is understood and agreed that the JUST MUSIC’s liability to the CUSTOMER for all claims arising out of this Agreement, or in any way relating to the Services, will be limited to direct damages and such liability will, in the aggregate, not exceed the sum of the Fee payable by the CUSTOMER to JUST MUSIC herein. In no event will JUST MUSIC be liable for indirect or consequential damages including without limitation loss of use or loss of profits. No claim may be brought against JUST MUSIC more than one year after the Services were completed under this Agreement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Province or State of the CUSTOMER, without regard to the jurisdiction in which any action or special proceeding may be instituted.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.