Studio Day — Mutual Non-Disclosure & Terms of Engagement (incl. AI Voice Rights)

1. Parties

This agreement is between:

• partnerships.community — the trading name of Simon Williams' consultancy (the "Company"); and
• The Performer — any individual who attends a Studio Day arranged or hosted by the Company (each, a "Performer", together "Performers").

Zodiac Bar & Club ("Zodiac") is a separate legal entity and a client of the Company. Zodiac is named in this agreement as the principal beneficiary licensee of the Recordings, the Voice Profiles, and the AI Voice Clones. Zodiac is not a party to this agreement and assumes no obligations under it.

2. Definitions

• Studio Day — any vocal recording session arranged by the Company, including the session at The Voice Over Gallery, Soho, London, and any subsequent session arising out of the same engagement.
• Recordings — all audio, audiovisual, photographic and written material captured at a Studio Day, including stems, multitracks, master files, mixes, outtakes, behind-the-scenes content, and any derivative works.
• Masters — the final audio master recordings, including all stems and multitracks.
• Performer Contribution — the Performer's vocal performance, lyrical contribution, melodic contribution, instrumental contribution, name, image, likeness and voice as captured at a Studio Day.
• Voice Profile — the unique vocal and biometric characteristics of the Performer's voice, including timbre, pitch, intonation, accent, vocal style, breathing patterns, prosody and any other identifying audio features extracted or derivable from the Recordings.
• AI Voice Clone — any artificial-intelligence-generated, machine-learned, or otherwise synthesised vocal model trained on, derived from, or designed to imitate the Performer's Voice Profile, including all underlying machine-learning models, weights, parameters, and documentation.
• Synthesised Performance — any audio performance, in whole or in part, generated by an AI Voice Clone, whether or not the Performer was physically present at the time of generation.
• Confidential Information — any non-public information disclosed by either party at or in connection with a Studio Day, including unreleased material, business plans, contractual terms, financial information, AI Voice Clone parameters, and the identities of other Performers.
• Net Revenue — gross revenue actually received by the Company from the exploitation of a track or Synthesised Performance, less direct, documented costs of distribution, royalties to third parties (such as publishers and sample clearances), and platform fees.

3. Mutual confidentiality

1. Each party shall keep the other party's Confidential Information strictly confidential and use it only for the purposes of the Studio Day and the lawful exploitation of the Recordings, Voice Profile, and AI Voice Clones.
2. The obligation in clause 3.1 survives the conclusion of the Studio Day for a period of three (3) years, save that information that is a trade secret remains confidential indefinitely.
3. Neither party shall publish, post, stream or otherwise release any Recording, Synthesised Performance, or excerpt thereof on social media or any public platform until the Company has formally released it.
4. The Performer agrees not to disclose the identities of, or material contributed by, other Performers without the Company's prior written consent.

4. Ownership of Recordings, Voice Profile and AI Voice Clones

1. The Performer hereby irrevocably assigns to the Company, with full title guarantee and free from all encumbrances, all right, title and interest in and to the Performer Contribution, the Recordings, the Voice Profile derived from them, all AI Voice Clones derived therefrom, and all Synthesised Performances, throughout the world, for the full term of such rights and any renewals or extensions. Without limiting the generality of the foregoing, this assignment expressly includes: (a) all copyrights and database rights; (b) all performers' property rights and non-property rights under Part II of the UK Copyright, Designs and Patents Act 1988 (including reproduction rights under s.182A, distribution rights under s.182B, rental and lending rights under s.182C, making available rights under s.182CA, and any right of equitable remuneration to the maximum extent assignable under s.191B); (c) all neighbouring rights under the Rome Convention 1961, the WIPO Performances and Phonograms Treaty 1996, and the Beijing Treaty on Audiovisual Performances 2012; (d) all rights of publicity, personality rights, image rights and rights of attribution under any applicable jurisdiction (including, without limitation, Cal. Civ. Code §3344, N.Y. Civil Rights Law §§50–51, the Tennessee Ensuring Likeness, Voice, and Image Security Act 2024, and any equivalent state, federal or international right); and (e) any other intellectual-property or quasi-property right capable of subsisting in the subject matter.
2. The Company shall be the sole owner of the Masters, the Recordings, the Voice Profile, the AI Voice Clones (including the underlying machine-learning models, weights, parameters, embeddings and documentation), and all Synthesised Performances, and may exploit them in any manner, in any medium, now known or hereafter invented (including any future AI technology, voice synthesis methods, or generative audio systems), without further consent from or payment to the Performer save for the rev share in clause 7 (and as extended by clause 9.6).
3. The Performer irrevocably waives, to the fullest extent permitted by law, all moral rights in the Performer Contribution, the Voice Profile, the AI Voice Clones, and any Synthesised Performance — including the rights conferred by Chapter IV of Part I and ss.205C–205N of Part II of the UK Copyright, Designs and Patents Act 1988 (the right to be identified as performer and the right to object to derogatory treatment) — and any equivalent rights in any jurisdiction worldwide.
4. To the extent any right cannot be assigned under applicable law, the Performer grants the Company an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable licence (in lieu of assignment) on materially the same terms.

5. Zodiac licence

1. The Company hereby grants Zodiac Bar & Club a perpetual, worldwide, royalty-free, sub-licensable, non-exclusive licence to use the Recordings, the Voice Profile, the AI Voice Clones, and any Synthesised Performance for any purpose connected with the Zodiac brand, including in-venue playback, marketing, social media, advertising, voice agents, interactive products, branded merchandise, retail products (the "Zodiac Shop"), partnerships, sync placements arranged by Zodiac, and any other commercial or promotional use.
2. This licence is irrevocable and survives the termination of any commercial engagement between the Company and Zodiac.

6. Performer's reserved rights

1. Notwithstanding the assignment in clause 4, the Performer retains the perpetual, worldwide, non-exclusive right to perform the songs and lyrical contributions live in any setting, including paid performances, festivals, gigs, weddings and corporate events, without payment to the Company.
2. The Performer retains the right to use their natural, unmodified voice in any manner they wish, outside the scope of the Recordings and any AI Voice Clone trained on them. For the avoidance of doubt, this clause 6 does not restore to the Performer any right in the Recordings, the Voice Profile derived from them, or the AI Voice Clone trained on the Recordings.
3. The Performer may use up to sixty (60) seconds of any Recording on which they appear as a portfolio sample (for example, on a personal website, showreel, or artist page on Spotify), with credit to the Company and Zodiac, provided the use is not itself commercial exploitation of the Recording.

7. Compensation

1. The Performer's primary consideration for participating in a Studio Day is exposure, platform access, and the opportunity to be associated with Zodiac and the partnerships.community network. Attendance is voluntary. No salary, session fee, or guaranteed payment is owed.
2. In addition to the foregoing, the Company shall pay the Performer fifteen per cent (15%) of Net Revenue derived from the exploitation of each track or Synthesised Performance on which the Performer's Performer Contribution or Voice Profile appears. For the avoidance of doubt, the Performer earns nothing from tracks on which neither their Performer Contribution nor their Voice Profile appears.
3. Where multiple Performers (or multiple Voice Profiles) appear on a single track or Synthesised Performance, the 15% per-track allocation is divided pro-rata by the number of named Performers on that track, unless a different split is agreed in writing.
4. Payment shall be made annually within sixty (60) days of the Company's financial year-end, accompanied by a statement showing streams, sync placements, AI-generated outputs, and gross/net revenue per track. The Performer may, at their own cost, audit the Company's records once per calendar year on thirty (30) days' written notice.
5. No rev share is owed in respect of in-venue use by Zodiac, internal Company use, AI training and model development costs, or non-revenue-generating promotional use.

8. Name, image, likeness and voice

1. The Performer grants the Company and Zodiac a perpetual, worldwide, royalty-free right to use the Performer's name, image, likeness, voice, Voice Profile and biographical information in the production, promotion, advertising and exploitation of the Recordings, AI Voice Clones, Synthesised Performances, the Zodiac brand, and the partnerships.community brand.
2. The Performer consents to being filmed and photographed at the Studio Day and to such footage being used as set out in clause 8.1.

9. AI voice cloning, synthesis and biometric rights

9.1 Rights granted

The Performer expressly and irrevocably consents to, and grants the Company the following rights in respect of the Voice Profile, the AI Voice Clone, and any Synthesised Performance:

1. the right to extract, store, and process the Voice Profile from the Recordings;
2. the right to use the Recordings and Voice Profile as training data for AI models, machine-learning systems, and audio synthesis tools, whether owned by the Company or its licensees;
3. the right to create, modify, refine, retrain and update AI Voice Clones of the Performer's voice, in perpetuity;
4. the right to generate, distribute, perform, broadcast and commercially exploit Synthesised Performances, by any means, in any medium, now known or hereafter invented, including any future AI technology, voice synthesis methods, or generative audio systems;
5. the right to sub-license the Voice Profile, the AI Voice Clone, and any Synthesised Performance to Zodiac and to third-party platforms, licensees or partners under commercial terms determined by the Company in its sole discretion.

9.2 Permitted uses (non-exhaustive)

Permitted uses of the AI Voice Clone and Synthesised Performances include, without limitation: jingles, songs, advertising, in-venue audio, podcasts, audio guides, voice agents and chatbots, interactive Zodiac Shop products, voice-enabled merchandise, sync placements, and any other commercial or promotional use connected with the Zodiac brand or the partnerships.community network.

9.3 Restricted uses (the only carve-outs)

The Company shall not knowingly use any AI Voice Clone or Synthesised Performance to:

1. generate sexually explicit content (including content prohibited by the UK Online Safety Act 2023, s.66A of the UK Sexual Offences Act 2003 as amended, or any equivalent international law);
2. impersonate the Performer in materially defamatory statements (within the meaning of the UK Defamation Act 2013 or any equivalent international law);
3. attribute political endorsements to, or place words of political advocacy in the mouth of, the Performer without their separate written consent;
4. impersonate the Performer in any manner that would breach the UK Defamation Act 2013, the UK Fraud Act 2006, the UK Online Safety Act 2023, the EU AI Act (Regulation (EU) 2024/1689), the US Lanham Act §43(a) (false endorsement), the Tennessee ELVIS Act 2024, Cal. Civ. Code §3344, N.Y. Civil Rights Law §§50–51, or any other applicable consumer-protection, anti-fraud, anti-deepfake or right-of-publicity law in any jurisdiction in which the Synthesised Performance is published.

The Company is not liable for unauthorised use by third parties or end-users beyond its reasonable control, including users of any platform that may make AI Voice Clones available to the public, but shall use commercially reasonable efforts to enforce these carve-outs in its own contracts with sub-licensees.

9.4 Biometric data consent (UK GDPR, EU GDPR, DPA 2018)

1. The Performer acknowledges that the Voice Profile may constitute "biometric data" within the meaning of Article 4(14) of the UK General Data Protection Regulation and the EU General Data Protection Regulation (Regulation (EU) 2016/679), and is "special category data" under Article 9(1) of each.
2. The Performer hereby provides their explicit, freely given, specific, informed and unambiguous consent under Article 9(2)(a) of the UK GDPR, Article 9(2)(a) of the EU GDPR (where applicable to EEA-resident Performers), and the UK Data Protection Act 2018 (including Schedule 1, Part 1, paragraph 1, where relied upon as a separate UK condition), for the processing of this biometric data and the Performer's other personal data for all purposes set out in clause 9 and elsewhere in this agreement.
3. The Performer confirms they have read this clause 9 in full, understand its nature, scope and consequences, have had the opportunity to ask questions before attending, and that consent is being given freely without coercion. Refusal to consent does not affect access to other partnerships.community or Zodiac services and means only that the Performer cannot attend the Studio Day.
4. The Company is the data controller in respect of the biometric data and other personal data of the Performer. Any processor engaged by the Company will be bound by a written data-processing agreement compliant with Article 28 UK/EU GDPR.
5. Where AI training, hosting, sub-licensing or distribution involves the transfer of personal data outside the United Kingdom or the European Economic Area, the Company will rely on a lawful transfer mechanism, including (as applicable) a UK adequacy regulation, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses (Decision (EU) 2021/914), or any successor mechanism. The Performer expressly consents to such transfers under Article 49(1)(a) UK/EU GDPR where required.

9.4A AI transparency and synthetic-content labelling

1. The Company shall, where required by Article 50(2) and Article 50(4) of the EU AI Act (Regulation (EU) 2024/1689), the UK Online Safety Act 2023, or any equivalent law in the jurisdiction of publication, mark Synthesised Performances as artificially generated or manipulated using machine-readable means and disclose their synthetic nature to end users in a clear and timely fashion.
2. The Performer agrees that such labelling is sufficient compliance and does not entitle the Performer to additional credit, attribution, royalty, or right of objection beyond the rev share in clause 9.6.
3. Where the Synthesised Performance is artistic or creative content, the Company may rely on the artistic-work exemption under Article 50(4) of the EU AI Act and equivalent international exemptions, while still observing the carve-outs in clause 9.3.

9.5 Withdrawal of consent

The Performer may withdraw their biometric data consent in writing at any time by emailing simon@partnerships.community. Withdrawal:

1. does not affect the lawfulness of any processing carried out before the withdrawal;
2. does not require the Company to delete any AI Voice Clone, Synthesised Performance, or other derivative work already created prior to the withdrawal;
3. operates prospectively only — the Company will cease to use the Performer's Voice Profile to train new AI Voice Clones from the date of withdrawal;
4. does not affect the Company's continuing right to commercialise pre-existing AI Voice Clones (in their then-current form) and pre-existing Synthesised Performances; and
5. does not affect the Company's continuing right to receive and retain Net Revenue from any work created before the withdrawal.

9.6 AI compensation

For the avoidance of doubt, Synthesised Performances are treated as tracks on which the Performer appears for the purposes of the 15% Net Revenue rev share in clause 7. Where two or more Voice Profiles are blended in a Synthesised Performance, the share is divided pro-rata among the contributing Performers. The Company may, at its discretion, aggregate AI-generated revenue across multiple short-form Synthesised Performances and pay an annualised pooled share rather than per-output share.

9.7 No further consent required

The Performer agrees that no further consent, payment, attribution, credit or notification is required for the Company's exercise of the rights granted in this clause 9, save for the rev share in clause 9.6.

10. Performer warranties

The Performer warrants that:

1. they are over 18 years of age and have full legal capacity to enter into this agreement;
2. they are not subject to any conflicting recording, publishing, management, voice-licensing or exclusivity agreement that would prevent them from granting the rights in this document, including the AI voice rights in clause 9;
3. any lyrics, melodies, instrumental contributions or audio files (including .wav files) they bring to the Studio Day are their original work or properly cleared, and do not infringe the rights of any third party;
4. they will disclose any third-party samples, interpolations, or co-writes prior to recording so that clearances can be addressed;
5. they are physically and vocally fit to participate, and they assume their own risk in attending;
6. they have the legal capacity and right to consent to the creation, training, and commercial use of AI Voice Clones and Synthesised Performances based on their Voice Profile, and no third party has prior or conflicting rights in their Voice Profile.

11. Indemnification

The Performer shall indemnify and hold harmless the Company, Zodiac, and their respective directors, officers, employees, agents and licensees from and against any losses, damages, costs and expenses (including reasonable legal fees) arising from any breach of the warranties in clause 10.

12. Limitation of liability

1. Nothing in this agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited or excluded under English law.
2. Subject to clause 12.1, the Company's total aggregate liability arising out of or in connection with this agreement, the Studio Day, the Recordings, the Voice Profile, the AI Voice Clone or any Synthesised Performance shall not exceed the total Net Revenue paid or payable to the Performer under clause 7.
3. Neither party shall be liable for any indirect, consequential, special or punitive damages, including loss of profits, loss of opportunity, or loss of reputation.

13. Acceptance — by attendance and by signature

1. By attending a Studio Day, the Performer accepts and agrees to be bound by these terms in full, including clause 9 (AI voice cloning).
2. On arrival at the Studio Day, the Performer shall sign a short acknowledgement form confirming that they have read and accept this document, and shall separately initial the AI voice cloning consent line on that form. The Company may refuse access to any individual who declines to sign or to initial the AI consent line.
3. If a court or tribunal finds that attendance alone is not sufficient to constitute acceptance, the signed acknowledgement form shall be conclusive evidence of acceptance.

14. Use of the Zodiac brand and Zodiac Shop

The Performer acknowledges and consents that the Recordings, the Performer Contribution, the Voice Profile, the AI Voice Clone, and any Synthesised Performance may be used in the development, manufacture, marketing and sale of branded merchandise, voice-enabled retail products, interactive audio guides, voice agents, and any other product or experience operated by or on behalf of Zodiac through the Zodiac Shop or any successor retail channel. The 15% Net Revenue share in clause 7 includes revenue from such retail use where the Recording, AI Voice Clone, or Synthesised Performance is the principal feature of the product.

15. partnerships.community values position

16. Data protection, controllership and international transfers

1. Controller: partnerships.community is the data controller for all personal data and biometric data of the Performer collected at or arising from a Studio Day, including the Voice Profile and AI Voice Clone training data. Contact: simon@partnerships.community.
2. Lawful bases: The Company relies on (a) Article 6(1)(b) UK/EU GDPR (performance of this agreement); (b) Article 6(1)(a) and Article 9(2)(a) UK/EU GDPR (explicit consent under clause 9.4); and (c) Article 6(1)(f) UK/EU GDPR (legitimate interests in the lawful exploitation of the Recordings, Voice Profile and AI Voice Clones, balanced against the Performer's interests).
3. Performer rights: Subject to the limits in clauses 9.5 and applicable law, the Performer has the rights of access, rectification, restriction, objection, portability, erasure, and complaint (to the UK Information Commissioner's Office or, for EEA-resident Performers, the Performer's local supervisory authority).
4. International transfers: Where personal or biometric data is transferred to a third country, the Company will rely on a lawful transfer mechanism (UK adequacy regulations, the UK IDTA, the UK Addendum, EU SCCs, Article 49(1)(a) explicit consent, or any successor) and will document each such transfer.
5. Retention: The Company will retain Recordings, Voice Profile data and AI Voice Clone artefacts for the duration commercially required to operate this agreement and for any further period required by tax, accounting, or regulatory obligations.

17. International compliance and right of publicity

1. The Performer acknowledges that AI Voice Clones and Synthesised Performances may be distributed worldwide and that, in addition to the laws of England and Wales, the following frameworks may apply: the EU AI Act (Regulation (EU) 2024/1689), the EU GDPR (Regulation (EU) 2016/679), the Berne Convention 1886, the WIPO Performances and Phonograms Treaty 1996, the Beijing Treaty on Audiovisual Performances 2012, the Rome Convention 1961, the United States Copyright Act 1976, the Lanham Act §43(a), the Tennessee Ensuring Likeness, Voice, and Image Security Act 2024 (the "ELVIS Act"), Cal. Civ. Code §3344 and §990, N.Y. Civil Rights Law §§50–51 (including the post-mortem right under §50-f), and any equivalent right of publicity, personality, image, voice or anti-deepfake right in any jurisdiction.
2. The Performer expressly consents, to the maximum extent legally permissible in each such jurisdiction, to the Company's use of their name, image, likeness, voice, Voice Profile and AI Voice Clone for the purposes of this agreement, and waives or assigns any such right of publicity, personality, image or voice right to the Company on the same terms as the assignment in clause 4. Where waiver or assignment is not permitted by mandatory local law, the Performer grants the broadest licence permitted by that law.
3. The Performer warrants that, to the best of their knowledge, no jurisdiction in which they currently reside or perform prohibits the consent given in this agreement on grounds of public policy.
4. The Performer agrees that, where local law requires disclosure that a recording or output is AI-generated, the Company may discharge that obligation by labelling under clause 9.4A and that no further attribution, naming, or credit is owed to the Performer.

18. Governing law and jurisdiction

1. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and Wales.
2. The parties submit to the exclusive jurisdiction of the courts of England and Wales. Where the Performer is resident outside the United Kingdom, the Performer agrees that proceedings may be brought against them in England and Wales notwithstanding any local rules of jurisdiction, and waives any objection to such jurisdiction on grounds of forum non conveniens, save that nothing in this clause limits any non-waivable consumer right under the Performer's local law.
3. The Performer agrees that service of process by email to the address given on the acknowledgement form, or by recorded post to the last address known to the Company, constitutes valid service in any jurisdiction permitted by applicable law.
4. Where mandatory local consumer-protection or data-protection law in the Performer's jurisdiction of residence applies, this agreement shall be read as conforming to those minimums; the remainder of the agreement shall continue in full force.

19. General

1. Entire agreement: This document, together with any signed acknowledgement form (including the separate AI voice cloning initial), constitutes the entire agreement between the parties in respect of the Studio Day and supersedes any prior representation or understanding.
2. Severability and blue-pencil: If any clause, sub-clause or word is held unenforceable in any jurisdiction, the remainder of the agreement shall continue in full force in that jurisdiction, and unaffected in every other jurisdiction. The parties authorise any competent court to read down (rather than strike out) any clause to the minimum extent necessary to make it enforceable.
3. No partnership or employment: Nothing in this agreement creates a partnership, joint venture, employment relationship, or agency between the parties. The Performer is an independent contributor and is responsible for their own tax affairs.
4. Variation: Any variation must be in writing and signed by the Company.
5. Third-party rights: Zodiac Bar & Club may enforce the licence in clause 5, the indemnity in clause 11, and the carve-outs in clause 9.3, under the UK Contracts (Rights of Third Parties) Act 1999. No other person who is not a party to this agreement has any right to enforce its terms.
6. Counterparts and electronic signature: This agreement (including the acknowledgement form) may be signed in counterparts, including by electronic signature. Electronic signatures are valid under the UK Electronic Communications Act 2000, eIDAS Regulation (EU) 910/2014 as retained in UK law, and the US ESIGN Act 2000 / UETA, as applicable.
7. Notices: Any notice to the Company shall be sent to simon@partnerships.community.
8. Versioning: The Company may update this document from time to time. The version in force on the date of a Studio Day is the version that applies to that Studio Day.
9. Survival: Clauses 3 (confidentiality), 4 (ownership), 5 (Zodiac licence), 9 (AI voice cloning), 11 (indemnification), 12 (limitation of liability), 16 (data protection), 17 (international compliance), 18 (governing law) and this clause 19 survive termination, expiry or rescission of this agreement.

20. Sign and submit

Complete every field below to sign this agreement electronically. Your submission is captured in our HubSpot CRM, pushed to Slack, and recorded in our audit-log spreadsheet. By submitting, you confirm that you are the named Performer, that you have read this document in full, and that you accept the terms — including the AI voice cloning clause (clause 9). You will also sign the printable on-the-day acknowledgement on arrival.