ADLER LAW GROUP ARTIST MANAGEMENT AGREEMENT
THIS ARTIST M ANAGEM ENT AGREEMENT, (“Agreement”) is made and entered into as of this ____ day of ______________, ___, (“Effective Date”) by and between __________________________ (“Company”), located at _____________________________________________________________, and _________________________________ (“Artist”), whose principal place of business is located at ____________________________________________________________________________________. RECITALS WHEREAS, Company is an organization which specializes in the management, marketing, and representation of artists, actors, models and other talented artists; WHEREAS, Company is familiar with the abilities of Artist and has the expertise, ability, industry contacts and resources to assist Artist in the furtherance of his/her career; WHEREAS, Artist performs under the stage name “____________________” (Artist's Stage Name); and WHEREAS, Company and Artist wish to enter into this Agreement to provide for the management of Artist by Company. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration the sufficiency of which is hereby acknowledged, Company and Artist covenant and agree as follows: 1. Services and Payment.
A. Services. Company shall provide management services to Artist including managing Artist’s business and financial affairs as these relate to the commercial scouting, arrangement and logistics of appointments for Artist to showcase Artist’s talent (“Management Services”). Artist shall provide professional talent services (“Services”). In order to build Artist’s professional portfolio, Company may, from time-to-time, arrange for Artist’s participation in a modeling or acting job for which Artist is not compensated monetarily (“Portfolio Job”). B. Control. Company and Artist shall mutually agree on all decisions regarding Artist financial matters as they relate to this Agreement. In the event that Artist and Company cannot agree after a reasonable attempt to do so, Company shall make the final determination, taking into account the best interests of the Artist. Any such decision by Company pursuant to this Section 1.B. shall be binding on Artist. Notwithstanding anything in this Section 1.B. to the contrary, the Artist may revoke Company’s final authority over financial matters upon sixty (60) days written notice. C. Payment. Artist agrees that with respect to payment for services rendered by Artist: (a) Company shall receive and process all payments on Artist’s behalf; (b) Company shall deduct all amounts due Company as determined according to the formula set forth in Section 1.D, below; and (c) Company shall remit the remaining balance to Artist less any Costs (defined below). If, for any reason, Artist is paid directly for performance of Services, then Artist shall pay to Company any amounts due Company within thirty (30) days of the date of receiving such payment. Within thirty (30) days of the end of each calendar quarter, Company shall provide Artist with an itemized statement detailing all income of Artist, all fees due Company and all Costs charged to Artist.
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ADLER LAW GROUP ARTIST MANAGEMENT AGREEMENT
D.
Fees. Artist agrees to pay Company each of the following:
(i) Artist shall pay Company a commission (“Commission”) based on Artist’s Fees. Company shall be paid a Commission in the amount of twenty percent (20%) of the gross revenues attributable to Artist’s Services. (ii) Management Fee. For each and every Portfolio Job, Artist shall accrue an obligation to pay Company a fee in the amount of $_________ (”Management Fee”). The total Management Fees shall be payable to Company within thirty (30) days of the date that Artist is paid for performing Services, or within ninety (90) days of either: (a) the end of each one (1) year period of this Agreement, or (b) termination or expiration of this Agreement. 2. Obligations of Artist.
A. Exclusivity. Artist shall perform Services exclusively for Company or for the benefit of Company during the effective period of this Agreement. Company may enter into similar agreements with other without restriction. B. Artist agrees to fully cooperate with Company, in good faith, in relation to the services performed at appointments arranged through Company; to attend and perform at appointments in such a manner as to facilitate the production of the content to which the Artist has been asked to contribute; and to otherwise strictly observe the remaining duties and obligations of this Agreement. C. Artist shall comply with all reasonable and notified directions, regulations and rules in force at places where the Artist is required to render services hereunder (including in particular regulations, rules and policies relating to wardrobe, alcohol/tobacco/drug use, and the taking of photographs) and will comply with the orders given by Company or it’s representatives from time to time. D. Artist shall keep Company informed of the Artist’s whereabouts and telephone number from time to time prior to and throughout the effective period of this Agreement. E. Artist shall use the Artist’s best efforts to maintain a state of health enabling the Artist fully and efficiently to perform the Artist’s Services hereunder throughout the effective period of this Agreement and Artist shall not take part in any activity which might interfere with the due and efficient rendering of such Services or which might invalidate any insurance. F. Artist shall not at any time pledge the credit of the Company nor incur or purport to incur any liability on it’s behalf or in it’s name. G. In the event that Artist is offered a recording contract (or similar agreement) with a major label, this Agreement shall automatically renew for an additional three (3) year period. Artist engagement by a major record label shall not violate Section 2.A. of this Agreement. H. Assignment of Rights & Work-For-Hire. Artist hereby irrevocably grants to Company all right, title and interest (including copyrights, mask work rights, trademark rights, moral rights and all other intellectual property rights throughout the universe) relating to any and all Artist’s Masters (as that term is generally defined in the music and recording industry), works of authorship, mask works, designations, designs, know-how, ideas and information (collectively, “Inventions”) prepared, recorded made, conceived or reduced to practice, in whole or in part, by Artist during the Term of this Agreement, as may be further set forth in detail in Exhibit A, attached hereto and made a part hereof by
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ADLER LAW GROUP ARTIST MANAGEMENT AGREEMENT
this reference. All performances and Inventions of Artist shall be works made for hire to the extent allowed by law and, in addition, Artist hereby makes all assignments necessary to vest ownership in Company. Artist shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Artist hereby irrevocably designates and appoints Company as its agent and attorney-in-fact to act for and in Artist 's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Artist. Artist shall provide to Company any and all copies of all materials created for Company under this Agreement upon request by Company or upon termination of this Agreement. 3. Obligations of Company. Company shall assist the Artist in musical selection, booking shows, preparing promotional material, creation of a demo/mixtape in addition to providing general advice, guidance, counsel and direction in furtherance of Artist’s career. Company shall determine whether all proposed third-party contracts must be reviewed and shall have such contracts with Artist reviewed and negotiated by outside legal counsel determined by mutual agreement of the parties at Company’s cost, prior to execution of any such contract by Artist. 4. Costs. Company may advance monies for costs incurred by Artist for attendance at appointments, including the prepayment of all travel, hotel and meal costs. All such costs or expenses shall be treated as an advance and recoupable against amounts due and payable to Artist pursuant to this Agreement. 5. Term & Termination. This Agreement shall commence upon the Effective Date and shall continue thereafter for a period of three (3) years (“Term”). The Agreement may be renewed for additional periods of three (3) years upon mutual consent of the parties. Company may terminate this Agreement upon ninety (90) days written notice. In the event of termination by Artist prior to expiration of the Term, Artist shall pay to Company as “Liquidated Damages” a royalty of twenty five percent (25%) on all of Artist’s income for a period of three (3) years commencing upon the date of such termination. Company shall have the right to terminate this Agreement immediately upon Artist’s breach of any of Artist’s obligations hereunder. 6. Public Performance. During the Term of this Agreement, Artist may be asked to appear at one or more performances to promote Artist’s talent. Company shall schedule and arrange such performances, taking into account the personal needs of Artist regarding the location, date and time of each such performance. Artist shall be responsible for travel, hotel and meal costs incurred by Artist in attending each such performance. In Artist is financially unable to do so Company shall advance such Costs. 7. Independent Contractor. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Artist is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort. 8. Assignment. Company may assign its rights and obligations under this Agreement at any time upon thirty (30) days written notice to Artist. The rights and obligations of Artist under this Agreement are personal and unique, and shall not be assigned by Artist. 9. Right of Inspection. For the one (1) year period following the issuance of a statement to Artist, Artist shall have the right at the Artist’s own expense to have an independent certified public accountant, at a reasonable hours, and on not less than sixty (60) days prior notice, but no more than once during each such one (1) year period, conduct an examination of the Company’s books and records relating only to the
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ADLER LAW GROUP ARTIST MANAGEMENT AGREEMENT
Company’s records of Artist’s Services under this Agreement. Such examination shall be limited to the period to which the statement relates. 10. Artist’s Warranties and Indemnification. Artist hereby represents and warrants that with respect to the Services provided pursuant to this Agreement: (a) Artist shall perform in a professional manner consistent with industry standards and that none of Artist’s Services or any part of this Agreement is or will be inconsistent with any obligation Artist may have to others; and (b) all work under this Agreement shall be Artist's original work and no development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Artist). Artist shall indemnify and hold Company harmless from and against any and all liabilities, claims, costs, assessments, fees or expenses of any kind, including without limitation defense costs and attorneys’ fees arising from or related in any way to any claim which, if proved, would breach any warranty or representation of Artist. 11. Confidentiality & Non-Disclosure. The parties acknowledge and agree that the existence of this Agreement and the terms contained herein are confidential and that neither party shall disclose the existence of this Agreement or disclose the contents of this Agreement to any third party (excluding a party’s legal counsel) without the other party’s prior written consent. The parties acknowledge and agree that the confidentiality and non-disclosure obligation contained in this Section is a material term and condition of this Agreement. 12. Notice. All notices required under this Agreement shall be deemed received when handdelivered, delivered by agent, or three (3) days after being placed in the U.S. Mail, postage prepaid, to the parties addresses above. 13. Miscellaneous. This Agreement shall be binding upon the successors and assigns of the parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. WHEREFORE this Artist Management Agreement is executed by the undersigned as of the date first set forth above. For: (Company) By: And For: By: ARTIST ___________________________ (Artist) ___________________________ (Signature)
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