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
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
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.
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
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
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
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
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.
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
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]
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.
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
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
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5
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.
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.
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
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
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.
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.
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
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
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
In the case of the Company:
Tel: (_____) __________________
Fax: (_____) __________________
in the case of the Event Planner:
Tel: (_____) __________________
Fax: (_____) __________________
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
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.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9