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This is an agreement between a talent agency and a client that wants to hire the agency to promote the client’s modeling services. The client hires the agency to provide and arrange modeling performances, fashion shows, modeling advertisements, runway modeling and photography sessions. In return for the agency’s services, the client agrees to pay the agency a commission percentage of all the compensation received as a direct result of the agency’s efforts. This agreement can be used by individuals that want to hire a talent agency, or by agencies that want to represent and promote a modeling client.
This is an agreement between a talent agency and a client that wants to hire the agency to promote the client’s modeling services. The client hires the agency to provide and arrange modeling performances, fashion shows, modeling advertisements, runway modeling and photography sessions. In return for the agency’s services, the client agrees to pay the agency a commission percentage of all the compensation received as a direct result of the agency’s efforts. This agreement can be used by individuals that want to hire a talent agency, or by agencies that want to represent and promote a modeling client. TALENT AGREEMENT THIS Talent Agreement (“Agreement”) made this ______ day of ________________, 20____, by and between ____________________________ located at____________________________ (“Agent”) and____________________________ located at____________________________________ (“Talent”), hereinafter jointly referred to as “the Parties.” RECITALS WHEREAS, Agent is in the business of providing and arranging modeling performances, fashion shows, modeling advertising for print, television and runway, and photography performances, bookings, and other related activities (collectively “Services”) for its clients. WHEREAS, Talent desires to appoint Agent as Talent’s sole and exclusive Agent for the purpose of securing engagements on behalf of Talent to perform Services for Agent’s clients. NOW THEREFORE, in consideration of the foregoing, and in consideration of the promises, covenants and conditions contained herein, the Parties agree to the following. I APPOINTMENT Talent appoints Agent as Talent’s sole and exclusive Agent to promote, market, advertise, advise, counsel and book Talent for purpose of securing engagements to perform Services for clients. II RESPONSIBILITIES OF AGENT Agent agrees to use his/her/its reasonable efforts on behalf of Talent to secure engagements on behalf of Talent to perform Services for Agent’s clients. It is understood and agreed that Agent makes no guarantees, representations or warranties that Talent will receive any engagements for Services. III RESPONSIBILITIES OF TALENT 3.1 Talent shall have no obligation to accept engagements offered by Agent, but agrees to respond within a reasonable period of time to any offer of engagements offered by Agent. 3.2 Talent shall provide the Services on the date and time agreed and within the period designated and shall endeavor to arrive ____ (____) hour(s) before the start of an event or as agreed by the Parties. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 3.3 Talent must provide Agent with a minimum of FORTY-EIGHT (48) hours notice if Talent is, for any reason, unable to perform the Services after Talent has accepted an engagement. If such notice is not given and Agent is unable to find a replacement, Talent may be asked to pay an amount equal to the amount that would have been payable to Agent in respect of the engagement. 3.4 In the event that Talent is unable to perform and has failed to give the notice referred to in paragraph 3.3, Talent shall endeavor to search for and introduce a suitable professional substitute to Agent for the performance of the Services. 3.5 It is the sole responsibility of Talent to be available for the duration of the engagement. If Talent fails to complete an engagement for any reason other than illness (to be evidenced by a medical certificate) then Talent may be liable to pay for costs or losses incurred by Agent. 3.6 Talent shall perform the Services in accordance with applicable standards of the profession including, personal appearance and dress and shall not conduct himself/herself in such a way as to bring the name and reputation of Agent into disrepute with Agent’s client or the general public or within the industry. Talent will be polite, professional, friendly and helpful at all times and shall comply with such professional behavior code as Agent may specify from time to time. 3.7 If performance of the Services requires a rehearsal(s), Talent must attend the rehearsal(s) unless otherwise agreed to by the Parties. 3.8 If Talent requires the use of equipment for the performance of the Services, then Talent shall bring said equipment. 3.9 Talent is responsible for his/her own transportation to and from the engagement and have a working mobile phone. In the event that Talent should incur any out of pocket expenses related to the performance of the Services, the Parties may agree in advance that some or all of the expenses are subject to reimbursement. 3.10 Talent shall indemnify Agent for all injuries, losses, damage, costs, claims and actions occasioned to Agent as a result of the negligence of Talent or any default of his/her obligations under this Agreement. 3.11 Talent will make no representations, warranties, or commitments binding Agent without Agent’s prior consent. IV TERM This Agreement shall begin on the date set forth above and shall continue for a period of one (1) (“Term”) and will renew automatically indefinitely unless terminated as set forth herein. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 V COMPENSATION 5.1 Talent agrees to pay to Agent ___________Percent (___%) of all consideration received from either Fees, bookings and all other compensation (collectively “Fees”) paid to Talent or paid on behalf of Talent for all Services during the term of this Agreement. It is understood and agreed that this Fee provision applies to all Services performed by Talent during the Term, whether the Services are arranged by the efforts of Agent, Talent or by any other third party. 5.2 No commission shall be paid on engagements rejected by Talent or for which Talent fails to receive payments, regardless of the reason payment is not made. 5.3 If Talent receives engagements after the termination date from clients procured by Agent during the Term of this Agreement, the commission specified above shall be payable to Agent for all engagements within [ ] days of the date of termination. Thereafter, Agent shall be entitled to receive [INSTRUCTION: The parties should agree on a decreasing percentage for any post-termination or recurring engagements] VI PAYMENT 6.1. Agent is hereby appointed Talent’s lawful attorney-in-fact with authority to demand, collect and receive in Talent’s name, any and all payments whether by cash, check or otherwise, to which Talent may become entitled; to make, execute and deliver receipts; to endorse, deposit and collect any check, note, draft or other instrument for the payment of monies that may be payable to Talent. The foregoing authority shall be irrevocable during the Term of this Agreement and any renewal hereof. 6.2. Agent will make payment to the Talent of any Fees properly due within _______ (____) business days of receipt of payment from Agent’s client. Agent is not obligated to pay Fees prior to payment by Agent’s client. Agent shall deposit any funds received on behalf of Talent in a client trust account pending immediate disbursement to Talent. 6.3. Agent will not be liable for any outstanding Fees to Talent in the event of indefinite delayed payment by Agent’s client for whatever reason. Notwithstanding the foregoing, Agent agrees to use his/her/its best efforts to ensure that all Fees are paid by his/her/its clients for all Services performed by Talent, including but not limited to instituting legal proceedings on Talent’s behalf to secure payment of the Fees. 6.4. Agent may in its sole discretion make an advance payment to Talent. Agent reserves the right to recover from the Talent any advance payment made. 6.5. If requested, Agent shall provide Talent with monthly accountings showing all revenue generated for the period, the source and dates of all payments, fees paid, expenses incurred on © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 behalf of Talent, the amounts on which the Agent’s commissions are to be calculated, and the sums due less those amounts already paid. VII REPRODUCTION RIGHTS 7.1. Both Parties agree that during the term of this Agreement various images of Talent will be delivered to Agent for use in any and all media and methods of transmission and/or distribution now or hereafter known, including but not limited to film, print, video, computer, Worldwide Web, Internet Website, Email, FTP, computer network, and digital reproduction and distribution, for illustration, art, promotion, advertising, trade, sales, or any other purpose whatsoever (collectively “Reproductions”). 7.2. Talent is solely responsible for obtaining all the necessary copyright permits to Reproductions however Agent agrees to cooperate in assisting Talent if necessary. 7.3. Agent cannot be held responsible whatsoever for any copyright infringements however caused due to the use of Reproductions by Agent. Notwithstanding the foregoing, Agent agrees to use his/her/its best efforts to insure that all Reproductions are properly labelled “for authorized use only” and any licenses or releases executed on behalf of Talent for the use of Reproductions similarly contain explicit language as to what uses are and are not permitted. 7.4. Talent hereby agrees to release, discharge and hold Agent harmless from using, copying or distributing the Reproductions, individually and jointly, from any liability to Talent by virtue of any blurring, distortion, or alteration of the Reproductions, or use of the Reproductions in composite form, that may occur or be produced in the taking of said Reproductions or in any subsequent processing, publication or usage thereof, including without limitation any claims for defamation, or violation of rights of privacy or publicity. The foregoing release does not apply to any conduct of Agent that is intentional and with malice. 7.5 Talent grants Agent or its authorized representatives the irrevocable, exclusive, unrestricted right and permission, to create, copy, use, re-use, edit, alter, publish, republish, license, assign, and distribute the Reproductions at Agent’s sole discretion. Talent grants Agent the foregoing rights regarding the Reproductions in any and all media and methods of transmission and/or distribution. Talent assigns the exclusive and complete control and discretion for the sale, use, reproduction or assignment of said Reproductions subject only to Talent’s rights of compensation hereunder. 7.6 Talent transfers to Agent, the authority to act on Talent’s behalf to protect all rights or claims for defamation, or violation of Talent’s rights of privacy or publicity, including without limitation rights under state or federal law of the United State or similar laws worldwide. 7.7 Talent hereby waives any right that Talent may have to examine or approve: (1) the completed product or products or any advertising copy, any printed matter, or any other materials or media that have used the Reproductions, or (2) the use to which Reproductions may be applied. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 VIII TERMINATION 8.1. This Agreement may be terminated by either party giving to the other ninety days (90) days notice in writing. 8.2. Talent may terminate this Agreement by giving Agent written notice to that effect at any time after Agent has a receiver appointed of the whole or of any part of his/her/its property or is subject to a bankruptcy order or an administration order, or goes into liquidation. IX NON SOLICITATION For a period of one (1) year from the date of termination, Talent shall not directly or indirectly solicit work from any of Agent’s clients with whom he/she has provided Services. X NON- CIRCUMVENTION Talent agrees not to circumvent, avoid or bypass Agent, directly or indirectly in any way with regard to dealings, including but not limited to, any specific projects or transactions involving any Services, that either may have in regard to a client or prospective client introduced or presented by Agent. This non-circumvention shall include, but not be limited to, the terms of this Agreement, any additions, renewals, extensions, roll-over amendments, re-negotiations, new contracts, parallel agreements or agreements, or any third party assignment thereof. This non-circumvention shall remain in force during the Term of this Agreement and for a period of one (1) year after termination. XI CONFIDENTIALITY AND DATA PROTECTION 11.1 Talent shall treat as confidential any information of Agent, Agent’s client list, payment structure, or any other business or personal aspects of Agent, or the business and/or finances of Agent’s clients to which he/she has access to in the course of performing the Services. 11.2 Talent shall not, except in the proper course of performing his/her obligations under this Agreement, during or after termination of this Agreement divulge to any person whatsoever or otherwise make use of any confidential information concerning Agent or its clients. 11.3 Talent shall take all reasonable and necessary measures to ensure the security and confidentiality of all data collected and stored during the course of performing his obligations under this Agreement whether by electronic means, hard copy or otherwise. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 XII RELATIONSHIP OF PARTIES The relationship of the parties is that of independent contractors. Nothing contained in this Agreement and no action by either party shall be deemed to constitute any party or any of such party’s employees or Agents to be an employee or Agent of the other party or shall be deemed to create any partnership, joint venture, association, syndicate among or between any of the parties, or shall be deemed to confer on any party any express or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party. XIV LEGAL RIGHT Talent agrees and warrants that he/she has the legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she does not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Talent shall indemnify and hold harmless Agent from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice and to terminate all obligations of Agent. XVI INDEMNIFICATION 16.1. Talent agree to indemnify and hold harmless Agent for all and any claims, actions, suits, procedures, costs, damages and liabilities, including attorney’s fees brought as a result of Talent’s (i) intentional misconduct, negligence, or fraud or (ii) breach of any representation, warranty or covenant made in this Agreement. Notwithstanding the foregoing, Talent’s obligations under this Agreement shall not apply to any claims which are finally determined by a court of competent jurisdiction that occurred by the negligence of Agent. 16.2. Agent shall promptly notify Talent of any claim against Agent which is covered by this indemnification provision and shall request Talent or his/her representatives to settle or defend any such claim or suit and to represent Agent in, or to take charge of, any litigation in connection therewith. XVII NOTICE Notices. Any notice required or permitted to be given hereunder may be effectively given by letter delivered either by personal delivery, registered mail or by electronic means, addressed to the recipient as follows: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 In the case of the Company: _____________________________ _____________________________ Tel: (_____) __________________ Fax: (_____) __________________ Email: _______________________ in the case of the Event Planner: _____________________________ _____________________________ Tel: (_____) __________________ Fax: (_____) __________________ Email: ________________________ IXX MISCELLANEOUS 19.1 Without prejudice to any legal or equitable remedies for any breach of this Agreement, if either party defaults in any of its obligations or misrepresents any of its warranties and representations under this Agreement and fails to comply with a written notice from the other party to remedy the damage caused by breach or warning against further default of a similar nature or if it is practicable, require no default to be remedied within such reasonable period as the notice specified, then the other party may terminate this Agreement forthwith by giving the defaulting party written notice to that effect. 19.2 This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by the Parties. 19.3 This Agreement shall be binding upon and shall serve to the benefit of Talent and Agent and to Agent’s successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Talent of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of Agent. 19.4 This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________. Each of the parties in any suit, action or proceeding arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______ and the United States District Court for the district of ______________over © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 19.5 Severability of Agreement. To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. 19.6 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. This Agreement may be executed and delivered by electronic facsimile transmission with the same force and effect as if it were executed and delivered by the Parties simultaneously in the presence of one another. Talent hereby acknowledges that he/she has read, understands and agrees to this Agreement and has been advised to have this Agreement reviewed by independent legal counsel prior to execution. IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed by their respective duly authorized representatives as of the Effective Date. (Agent) By: ________________________ Name: ______________________ (Talent) By: ________________________ Name: ______________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9
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