sample VO recording agreement

By popular demand, here is the sample VAC contract for indie game/animation projects. Use this template at your own risk, as it has not been reviewed by anyone in the legal profession. However, it can give a decent baseline for actors or content creators asked to come up with their own agreement. You can and should feel free to change items in the sample contract to suit the needs of either party.

Link to Sample VO Recording Agreement – to save and edit, click File ==> Download

(IMPORTANT NOTE: Please do not request editing access to this document – allowing someone to change it would result in the template being changed for everyone. To edit it for your own needs, please go to File ==> Download and download in your preferred format, or save a copy to your own Google Drive and edit from there. Requests to become an editor of this document will not be approved.)

Additional documents that may be added as part of general contract paperwork

• NDA (Non-Disclosure Agreement) – related to confidentiality of assets and information related to the project and client. See this article for more information on voice actor NDAs.
  • While we do not have a separate NDA contract template available on the VAC, a section about non-disclosure is included in the VAC contract template. You may also choose to write your own NDA or find pre-made examples online.
• AI (Artificial Intelligence) Rider – covers separate rights related to usage of VO assets in artificial intelligence and machine learning algorithms. It is highly recommended to include language in any voiceover contract that protects against unauthorized AI usage.
  • The NAVA AI Rider is a popular addition to voiceover contracts. If your client presents you with a contract that otherwise looks good but does not include AI language, you may consider asking this rider to be included as part of your contract. Note that clients may prefer to include their own AI language approved by their higher-ups rather than specifically signing this rider, which is acceptable as long as you have reviewed and agree to the terms listed in their contract.

Additional templates + resources

NAVA (National Association of Voice Actors) offers free sample contracts for non-union commercial and industrial work.

Things to consider including

If you are a producer or content creator deciding to write your own contract for voice actors, here are some of the items you may wish to think about including. Again, none of this constitutes legal guidance, so please consult with an attorney if you want to ensure your bases are covered.

Pay rate and payment terms

Rates should be clearly discussed in writing prior to starting work so that there are no surprises or discrepancies. By signing a contract, the actor is agreeing to perform the work for the project for the agreed-upon parameters, and the client is agreeing that they are obligated to honor this payment. A deadline for delivering final payment may be established (for instance, payment will be delivered within 30 business days of services rendered / files delivered / receipt of invoice.) While upfront deposits are relatively uncommon in voice work, in the case that payment or partial payment is delivered to Actor before work commences, Actor should agree to refund this deposit in the event that they are unable to deliver the work.

Scope of work

When agreeing to a rate, it should be clear about what exactly the work entails. For example, will you do a live session recording and pay by the hour? Will the actor record independently and get paid by the line? Does the rate include editing (and if so, what constitutes “editing” on the actor’s part)? For example, we recommend not requiring actors to split every line into individual files as this is outside the expected scope of work for a VO actor (it is typically handled by an audio engineer or dialogue editor) and is significantly time-consuming for large projects. But if this is required, it should be subject to an extra fee and outlined in the agreement.

Recording & delivery timelines

Deadlines should be communicated and established at the time of booking. Even if explicit deadlines are not stated in the agreement (as deadlines often change), Actor should agree to deliver the completed work by Client’s stated deadline, except in case of a personal emergency. Reasonable schedule accommodations may be considered; however, should Actor’s failure to deliver the work in a timely manner cause unacceptable delays in production, Client reserves the right to dismiss Actor’s services and Actor will not be entitled to any compensation for the portion of work not completed.

Ownership / copyright / buyouts

It is important to establish the legal right to use the recordings provided. Most non-union projects outside of ad campaigns (which are typically paid based on usage), require a buyout, meaning Client becomes the sole owner of the work and can use, modify, and release it in their project and related materials as needed, in perpetuity, without being subject to any residuals, royalties, or other additional use fees.

However, an actor may wish to have a clause stating that use of their work is limited to the scope of this project and its related materials only and Client may not sell or reuse it for other unrelated projects without express permission. (The last portion won’t always be agreed to; however, it can be helpful for there to be some kind of assurance that Actor’s work will not be recycled by Client for unrelated work without additional payment/permission, or used in unrelated work that could be considered objectionable by Actor.)

!! An important exception regarding ownership and buyouts

If you can, we highly recommend including a provision in your contract that specifically excludes the right to use the recorded assets to create any sort of synthetic reproduction of the actor’s voice – such as for text-to-speech or artificial intelligence algorithms.

A voice actor providing assets for a project, such as a video game, and transferring ownership of those assets to a client to use for said project does not mean they consent to an AI replica being made of their voice. With the advancement of AI voice acting and such technology being promoted as a replacement for hiring actual voice actors, this is a very hot topic among actors who want to assure that by signing away the rights to their recordings as necessary for legal purposes, they are not signing the rights away to artificially reproduce their voice print.

NAVA Voices (unrelated to VAC) has provided much more in-depth information related to this, including a sample rider, here:
navavoices.org/synth-ai/

Revisions/pickups

Revisions are an expected part of the process, so expectations should be clear up front as to who foots the bill for what.

*If a needed revision is the actor’s fault (for example, they missed or misread a line in the script, or a major audio issue renders a line unusable), the actor should agree to rerecord the fixes in a timely manner at no additional charge.
*If the needed revision is not the actor’s fault (for example, needing to rerecord due to a portion of the script being rewritten or new lines being added), the actor should get paid for these pickups.

However, things can get murky when it comes to retakes needed due to wanting a different direction on the read. For live sessions, it is assumed any redirection will be done within the session, so additional revisions after the session is complete should be paid an extra fee. However, for independently recorded projects, you may wish to have some sort of clause stating that the actor agrees to complete a limited amount of revisions (example: up to 10 lines) to be included as part of the initial rate, with excessive revisions being paid an additional per-line or per-hour fee.

Cancellations

What happens if your project ends up being canceled, you decide to recast the role, or are otherwise no longer in need of the actor’s services? You are not obligated to use the work provided; however, payment shall be made for any services already rendered regardless of whether the work is used in the final production.

Promotion

Establish if and how the actor’s name and likeness may be used for marketing purposes. Many contracts have some type of wording stating that credit is not mandatory, as various situations may arise where it is impossible to credit talent in every instance. You may wish to include a section for the actor to fill out indicating if and how they would like to be listed in the credits.

It is common to have a clause allowing the actor’s name to be used in a non-derogatory manner as part of promotional materials for the project. But if the actor requests to use a pseudonym or go uncredited, their actual identity should not be publicly disclosed.

While we don’t recommend making social media promotion mandatory, if you require the actor to make a post about the project, consider limiting it to a single post; for example: Talent agrees to make a minimum of one (1) public social media post announcing involvement in Production. Client may request specific assets, wording and/or links to be included, to be mutually agreed upon by both Client and Talent.

Payment should ideally be negotiated for additional promotional work requested beyond a cast announcement post (such as client-sponsored panels or interviews) and may be subject to a separate agreement.

Continuity

If you plan to have sequels to a game, a second season to a series, etc down the line, you may optionally wish to include a clause that states that in the interest of project continuity, Actor agrees to make reasonable efforts to reprise their role in future installments so long as their schedule permits. (This clause usually has an expiration date, such as five years.) While you may be tempted to demand that actors agree to keep the same rate for any future installments, there are many reasons an actor may wish to renegotiate terms for a future project, and this option should be left on the table.

Non-employee

Unless it is a union job (which has its own system and paperwork) or you must pay the actor as an employee due to the laws in your state or country, it’s good to establish that you are contracting the actor’s services as a freelance independent contractor, not an employee of your company—meaning they are not entitled to benefits, unemployment, or any guarantee of future work. In most cases, it is the actor’s responsibility to pay taxes on the income received.

Confidentiality

The nature of the work involved may require the exchange of proprietary information. Both Client and Actor agree that such information is to remain confidential and is not to be disclosed publicly or to unrelated third parties except with permission from the other party or as where required by law. (If it is a large project that requires strict confidentiality, you may wish to include a separate Non-Disclosure Agreement, or “NDA”. This basically means that the actor may not talk about working on the project or any other details related to it until they have your permission and/or it is released in the market.)

What happens if an agreement is breached?

On paper, a contract can seem rather straightforward – the client signed a written agreement, so they HAVE to pay you, right? But things aren’t always that easy—pursuing legal action can be challenging, expensive and time-consuming, and may not be worth it particularly if a relatively small amount of money is at stake.

Best practices for dealing with clients who don’t pay

• Assume good intent initially – many times checks get lost, deposits are issued incorrectly, departments change hands, or human mistakes are made
• Check in with the client regarding the expected payment timeline and confirm all payment details are correct
• Send a formal invoice documenting your work on the project and the date completed. Most invoicing services allow for automatic reminders to be sent to the client if payment has not been issued by a certain date.
• Keep records of all communication (timestamped emails, invoices, follow ups, etc)
• Unless you are sure the client is a scammer, avoid making things public except as a last resort.
• If nothing else works, inform client of your intent to pursue legal action by X date if the breach is not remedied. Be aware that this will likely blacklist you from any potential future work with that client.
• If you are in a position to do so financially, consult with an attorney regarding your options.

!! Beware of scammers !!

There are plenty of voiceover scams out there, and chances are scammers have no issue with signing a contract – they don’t ever plan to pay anyway, and most of the times the job isn’t even real, so they don’t mind agreeing to virtually whatever terms you set. And because the scammers use fake names and either make up a fake company or claim to work for an otherwise legit company (but actually don’t), it can be next to impossible to remedy—after all, how can you realistically pursue legal action against someone using a fake name emailing you from a throwaway Gmail address in a different country?

Learning to spot the initial red flags can help protect you against being taken in by scammers, before you ever get to the recording phase.

Communication is key

Many contract violations can be unintentional, and it’s easy to miss or forget things that were initially agreed to.

It’s important to assess the severity of the offense. Problems can often be solved, or at least the damage mitigated, by communicating clearly and openly and working toward a solution. In most cases, disputes can be resolved internally between the parties without the need to escalate.

Be careful about making things public

Once an accusation is made on social media, it’s difficult to impossible to take back. Before destroying someone else’s personal or professional reputation, consider whether you have truly exhausted your other options, be prepared to back up your claims with evidence, and be aware that “calling out” others online – even if justified – may make others hesitant to work with you.

red flags in freelance voiceover contracts

It’s important to keep a look out for potentially unreasonable items in any contract you are asked to sign. But don’t automatically assume that because a contract contains a red flag, the client is automatically bad or untrustworthy—some clients might not even fully understand the contract themselves! It’s fairly common for newer or small independent teams who can’t afford to hire a lawyer to find a boilerplate contract online and issue it to everyone working with them, even if such terms don’t make sense for voice actors.

If you spot red flags (or yellow flags) when reviewing a contract, ask your point of contact for clarification on any terms you’re unsure of.

**Rights to use your voice for AI purposes – SAY NO!**

Watch out for anything that says the client has the right to digitally simulate your voice, train machine learning algorithms, or create a synthetic reproduction of the work. While “full buyout in perpetuity” is typically essential for most types of work that are not commercial/paid media placement, this buyout should never include AI rights!

If the client specifically wants to negotiate you creating an AI voice model and asks you to quote inclusive of that, keep in mind that this means the client can then artificially generate your voice for any media from here on out, for as long as they wish, and even sell the rights to your voice model to a third-party company without ever paying you another cent. This is extremely risky to agree to – see this article about AI buyouts for more information.

Non-compete clauses

Non-compete clauses are seen in many freelance contracts (despite questions as to their legality), and are meant to keep someone from immediately taking skills or information to a competing company. However, they don’t make sense for voice actors. Even if a game developer could theoretically argue that other game companies are their “competition”, you as a voice actor are contracted per-project with zero job security and are often working on multiple game projects at once. Unless a company is paying you a full-time salary, it is simply not viable to attempt to restrict you from working with other clients.

Non-competes are usually left in as part of a boilerplate contract template, and chances are the client will clarify that they have no issue with you working with other companies or studios at the same time. However, it’s still important to challenge this if you ever see it, and explain that being able to work for a variety of clients is integral to your success as a freelancer.

No payment unless work is used, project is finished, etc.

When you are hired to work on a project, you should get paid for whatever work you completed. Period. If you finish and submit the assignment you were given, and the client decides they want to recast the role or they no longer wish to continue the project, they’re still on the hook to pay you for the portion of the work that you actually did. You are contracted to perform a service and as long as you complete that service reasonably to the client’s specifications, you have fulfilled your obligation and you are entitled to compensation for it, regardless of what happens afterward.

Any provision that asks you to pay BACK money you were already paid for your work on the project.

Believe it or not, some companies actually try to get away with saying that the actor needs to pay BACK their wages if they are recast or their work is deemed “unsuable” for any reason! This is ridiculous. Recasts happen for any number of reasons, but once you are paid for your work, that money is yours. One example is a client trying to say that the actor would have to pay back their money if there were “technical issues” such as noise in the recording… before issuing payment, it is their responsibility to quality check the work and ask for revisions if necessary, and/or have a tech check ahead of time to ensure that the actor’s home studio is up to par with what they need.

Additionally, revisions and pickups are a normal part of most voice work. If a contract threatens that a client will cut your pay for “mistakes” in the work or revisions that are needed, you should not agree to work with them until this is amended. A suggested compromise for this is a clause that says if the error is your fault (missed line, mispronounced word, line unusable due to technical issues) you will rerecord the affected line(s) at no extra charge.

Overly restrictive NDAs

NDAs are considered essential on many projects to ensure confidentiality of information, and some NDAs may contain scary language as to what type of damages the client may attempt to remedy if the actor is found to be in breach of the agreement. But some NDAs may contain concerning language that’s worth attempting to clarify, such as:

*Actor is NEVER permitted to talk about the project ever, even if it is released (hear out the client’s concerns – this may be as simple as asking for permission to post once the project is out or following specific content guidelines requested by the client, but see if you can come to a compromise where you can still receive credit for your work)

*No expiration date (usually there should be SOME type of term limit, such as 5 years – here is an article that explains a bit more on this)

*Prohibition of discussing working conditions privately among actors on the project (clauses like this are often meant as an attempt to silence or intimidate anyone from whistleblowing illegal conduct)

Prohibition of using a similar voice for other projects

The simple nature of working as a freelance voice talent is that occasionally you will play characters that may sound similar to each other or have similar personalities. While it’s reasonable and fairly common for companies to want to protect their own IP and brand image by forbidding talent from performing that specific character for other media (for example, if you are the voice of a well known children’s cartoon character, you’d probably be barred from portraying that same exact character in someone else’s raunchy parody, nor could you use that character’s exact voice and likeness to make political statements), your voice itself is your voice. They can own specific assets, but they can’t own your voice itself. Any clause restricting your performances outside the project should be clarified as only that which relates to that client’s specific intellectual property.

Broad control of your image / social media presence

Clients have a right to dictate how you interact with their specific IP – for example, it’s fairly common to prohibit actors from doing media interviews related to the property without prior approval from the client, and have restrictions on wording and/or images used in role announcement posts. They may ask that when engaging with fans of their property, you do not conduct yourself in a way that disparages the company, which is a reasonable request.

However, control of your image and activities should only be related to that specific property and not your career as a whole. For example, a client may request that you receive official approval prior to participating in a cast panel specifically related to their show or game, but they cannot prohibit you from doing convention appearances in general or panels/interviews related to your overall body of work as an actor.

Personal liability

Occasionally, some very strange clauses pop up in contracts that insist the actor will be held personally liable for any issue with the project, or even that they must agree to defend the company in court if it comes down to it! Some indemnification clauses are overly broad and may be meant to attempt to prohibit you from seeking remedy for illegal conduct or other breach of contract. If you see something that makes you feel uneasy, you’re within your right to ask for clarification.

Expectation of ongoing promotional activities without additional compensation

This clause is usually well-meaning—-especially in the case of crowdfunded projects, the clients want to ensure the word gets out, and having the cast share their involvement can be a helpful part of this (although sometimes, it goes too far.) Ideally, any posting or sharing on social media should be at the actor’s discretion, but sometimes it is considered a requirement in order to be part of a project.

If an informal agreement cannot be reached that allows for this clause to be left out, suggest a rewording that limits it to only requiring one single post and/or share of the casting announcement. Otherwise, a client could take advantage of the vague nature of this clause by constantly demanding you post or share promotional material about the project because “you agreed to it in your contract.”

Requirement to reprise in future projects at the same rate

While it’s understandable that actors are expected to stick with the rate they initially agreed to for that particular project, there are countless reasons why cast members may wish to negotiate a raise for future installments, sequels, etc. For example, let’s say the project initially had very limited budget and paid nominal “indie rates”, but it ends up becoming incredibly popular and financially successful, to the point where the client wants to make a sequel. At that point, it would be understandable that the cast members would want to negotiate a higher rate accordingly. Or, if a project pays typical industry standard rate but that rate goes up five years from now to account for the cost of living increase, is it fair to lock cast members in to reprising their roles at the outdated rate?

Any nonunion projects especially should have a term limit on required/expected reprisals (the typical clause says 5 years). While it makes sense all-around to have consistency in your cast, the fact of the matter is that even on very large and established properties, cast members change over the years. Perhaps an actor moves away, retires, goes strictly union-only, or simply gets so busy that their schedule no longer allows for it. Reprisal clauses should have a reasonable time limit and should also take the listed factors into account such as schedule availability. A typical wording in many contracts is that, for the interest of project continuity, the talent shall make “reasonable effort” to reprise their role if circumstances permit.

Flat rates without compensation for increased workload

While typically work is booked in some type of unit of measurement to calculate the workload (for example, per hour, per line or per word), occasionally for simplicity, a flat rate per project may be quoted by either the client or the talent. However, any time you agree to a flat rate, you MUST clarify what the workload is and note that if the workload changes, so must the pay.

Right to sell or reuse the voice work in other unrelated media

Realistically speaking, most nonunion contracts need to have this type of “buyout clause” so that they can own the rights to the work and an actor can’t come back demanding their voice be removed from the project, or threaten to sue because their lines were used in a trailer, etc. You’ll see very broad “buyout in perpetuity” clauses on a lot of studio contracts, and while you’ll probably have little to no luck challenging those, the reality is that any re-use is normally limited to things like a direct remaster/re-release of the same game, or for promotional materials. However, you may have a little more luck getting these clauses to be reworded on smaller projects.

While it is necessary for the client to have ownership in perpetuity of the voice assets provided, what you ideally want is the right to negotiate some type of additional compensation if, say, they take the battle effort sounds you recorded for them and use them for a completely different character in an unrelated game. The chance that this will be agreed to explicitly in a contract is relatively slim, but it is worth bringing up if you have significant concerns that they will use your voice files for other totally different projects without permission or payment. This is sometimes worded as “single-product usage”.