Management contract. This Exclusive Personal Management Contract is made and entered into on _________[date], between _________("MANAGER"), whose address is _________ and _________("CLIENT"), of _________ Certain opportunities have arisen with respect to the life stories of Client, and other family members, and the death of Client's child, collectively referred to as "the Events", including, but not limited to, television, book, magazine, radio, motion picture, newspaper, other publications and recordings, (referred to as the "Opportunities"). Client wishes to obtain guidance, management, and direction in the development and furtherance of these opportunities, to expand these opportunities in new and different areas as can be developed and to be represented with respect to Client's services, activities and participation in all branches of the entertainment, publication, education and related fields and in negotiations with any party interested in purchasing existing writings, tape-recordings and other property connected with the events, and/or rights in connection with the story of the events. Manager, by reason of Manager's contacts, experience and background, and business acumen, is qualified to render guidance and direction to Client. It is agreed and understood as follows: 1. Manager agrees to render management, guidance, direction and other services as Client may reasonably require to search out and develop the opportunities and the participation of Client, including, but not limited to the following services: (a) To represent Client and act as Client's negotiator, to fix the terms governing all manner of disposition, use, or employment of Client, Client's or family member's life stories, and the events; and (b) To supervise any employment of Client, and, on Client's behalf, to consult with employers and prospective employers so as to assure the proper use and continued demand for Client's services; and (c) To be available at reasonable times and places to confer with Client in connection with all matters concerning Client's participation in any opportunity, employment and publicity; and (d) To assist Client in obtaining media coverage, and in connection with media coverage to approve and permit, for the purposes of trade, advertising and publicity, the use, dissemination, reproduction or publication of names, photographic likenesses, voices, artistic and musical materials of Client and Client's family, living or deceased; and (e) To engage, discharge and/or direct agents and agencies as well as other firms, persons or corporations who may be retained for the purposes of securing contracts, sales, engagements or employment for Client and Client's family; (f) To exercise all powers granted to Manager pursuant to paragraph "3"; and (g) To represent Client in all dealings with any person, entity or union. 2. Manager is not required to render exclusive services to Client or to devote the entire time of Manager or the entire time of any of Manager's employees to Client's affairs. Nothing in this agreement shall be construed as limiting Manager's rights to represent other persons whose may be similarly
situated or to have and pursue business interests which may be similar to or may compete with those of Client. 3. Client appoints Manager as Client's sole and exclusive manager in all matters usually and normally within the jurisdiction and authority of a personal manager, including, but not limited to, the management, guidance and direction specifically referred to in paragraph "1". Client agrees to seek guidance and direction from Manager solely and exclusively and Client agrees not to engage any other manager or representative to render similar services and that Client will not perform services on Client's own behalf or negotiate, accept or execute any agreement, understanding or undertaking concerning Client, Client's family, their stories, or any existing writings or taped material, without Manager's express prior consent. 4. (a) Client irrevocably appoints Manager for the term of this Contract and any extensions as Client's true and lawful attorney-in-fact to sign, make, execute and deliver any and all contracts in Client's name; to make, execute, endorse, accept, collect, and deliver any and all bills of exchange, checks and notes as Client's attorney-in-fact; to demand, sue for, collect, recover, and receive all goods, claims, money, interest or other items that may be due to Client or belong to Client; and to make, execute and deliver receipts, releases or other discharges therefor under sale or otherwise and to defend, settle, adjust, compound, submit to arbitration and compromise, all actions, suits, accounts, reckonings, claims, and demands that are or shall be pending in such manner and in all respects as Manager in Manager's sole discretion shall deem advisable; and without in any way limiting the above, generally to do, execute and perform any other act or deed that reasonably ought to be done, executed and performed as fully and effectively as Client could do if personally present; and Client ratifies and affirms all acts performed by Manager by virtue of this power of attorney. (b). Client expressly agrees not to exert on Client's own behalf any of the powers granted to Manager by the above power of attorney without the express prior written consent of Manager and that all sums and considerations paid to Client by reason of Client's endeavors shall be paid to Manager or to any third-party as Manager may appoint. (c). It is expressly understood that the above power of attorney is limited to matters reasonably related to the matters and opportunities set out and others arising in connection with or as a result of the events and new and different areas which can be developed. 5. (a) As compensation for services to be rendered, Manager shall retain, or be paid by any thirdparty appointed to receive all sums of consideration paid pursuant to this Contract and the matters set out, from gross monthly receipts, during the term of this contract, a sum equal to 25% of all net profits. For purposes of this agreement the term "net profits" shall be defined as any and all income less any and all expenses incurred with respect to this Agreement and its performance. Manager shall not be required to pay any incidental expenses "out-of-pocket", and all such expenses shall be paid from gross monthly receipts, or by Client in the event that sufficient monies are unavailable. The remaining 75% of the net profits shall be paid directly to _________. Client assigns to Manager all interest of _________ in such earnings to Manager. This assignment is intended by Client to create an assignment coupled with an interest. (b). The terms "income" and "gross monthly receipts" shall mean, for purposes of this Agreement, any and all monies, earnings, properties and considerations of any kind or character, salaries, fees, royalties, rents, bonuses, gifts, proceeds, shares of stock or profit and stock options, without deduction of any kind, enuring to Client from merchandising, testimonials, commercial tieups, concerts, readings, recitals and any other engagements presented in places where concerts, readings and recitals are given, tours, lectures, appearances of any kind or nature, motion pictures, films, tapes, wires, transcriptions, recordings or other reproductions, and any rights or other service of Client, concerning or arising in any manner with respect to the events outlined.
(c). Client understands and agrees to be responsible for payment of 100% of all production and promotion fees, including, but not limited to, all booking agency fees, union dues, publicity costs, promotion or exploitation costs, travelling expenses, wardrobe expenses and all other expenses, fees, and costs associated with the furtherance of Client and the matters and events set out in this Agreement. (d). The compensation agreed to be paid to Manager shall be upon gross receipts (as defined) of Client accruing to or received by Client unconditionally during the term of this Contract or subsequent to the termination of this Contract as a result of: (i) Any services performed by Client during the term, or (ii) Any contract negotiated during the term and any renewal, extension or modification of that contract with respect to the matters set out, or (iii) Any product of Client's services, talent, the life stories of Client and/or Client's family, or of any property created by or owned by Client in whole or in part during the term, including, but not limited to, audio or video tapes, recordings, books, articles, writings of any kind, publications of any kind, television, radio or movie performances. 6. (a) In the event that Client forms a corporation during the term for the purpose of furnishing and exploiting Client and/or the other persons or matters set out, Client agrees that the corporation shall offer to enter into a management contract with Manager identical in all aspects to this Contract. (b). Unless otherwise agreed in writing by Client and Manager, Client agrees that all gross income/earnings as defined shall be paid directly to Manager by all persons, firms or corporations, and that Manager may withhold Manager's compensation and may be reimbursed from the earnings for any fees, costs or expenses advanced or incurred by Manager pursuant to paragraph "4(c)". In the event that Client nevertheless receives monthly earnings directly, Client shall be deemed to hold in trust for Manager that portion of Client's net gross monthly earnings which equals Manager's compensation and disbursements incurred by Manager on behalf of Client. 7. Client warrants the truth and accuracy of all representations made in this Contract. Client further warrants that Client has full authority to execute this Contract, and is under no disability, restriction or prohibition with respect to Client's right to execute same and perform its terms and conditions. Client further warrants and represents that no act or omission by Client will violate any right or interest of any person or firm or will subject Manager to any liability, or claim or liability to any person. Client agrees to indemnify Manager and to hold Manager harmless against any damages, costs, expenses, fees (including attorney's fees) incurred by Manager in any claim, suit or proceeding instituted by or against Manager in which any assertion is made which is inconsistent with any warranty, representation or covenant of Client. 8. Client agrees to exert best efforts to further the objectives of this Contract during the term and to cooperate with Manager to the fullest extent in the interest of promoting same. 9. (a) The initial term of this agreement shall be for a period of five years from this date. (b). Manager shall have the irrevocable option to renew this agreement for one additional period of five years by written notice mailed to Client no less than ninety days prior to the expiration of the initial term. (c). In the event that Client shall fail for any reason to fulfill any obligations under this Contract (all of which obligations are agreed to be "of the essence" and material), Manager shall be entitled (by written notice to be mailed to Client at any time) to extend the duration of the initial term (or of the option period in the event that such notice is mailed by Manager during option period) for a period of time equal to the duration of the failure by Client and until Client shall fully cure any
failure. It is understood that no failure or delay of Manager to enforce the rights of Manager under this sub-paragraph shall be deemed a waiver of Manager's subsequent right to exert the rights granted to Manager. 10. Manager agrees to maintain or to cause to be maintained, at the expense of Client, accurate books and records of all transactions concerning Client, which books and records may be inspected by a certified public accountant designated by the Client, at Client's expense, upon reasonable written notice to Manager, at Manager's office and during regular business hours. Manager further agrees to give Client a report of all expenditures on a monthly basis. 11. There shall be no change, amendment, or modification of this Contract unless it is reduced to writing and signed by all parties. No waiver of any breach of this agreement shall be construed as a continuing waiver or consent to any subsequent breach. 12. It is agreed that as a condition precedent to any assertion by Client that Manager is in default in performing any obligation contained in this agreement, Client must advise Manager in writing of the specific facts upon which it is claimed that the Manager is in default and of the specific obligations which it is claimed has been breached and Manager shall be allowed a period of 30 days after receipt of written notice within which to cure default. 13. Client acknowledges and agrees that Manager's right to represent Client as Client's sole and exclusive representative and Client's obligation to use solely and exclusively Manager in such capacity are unique, irreplaceable and extraordinary rights and obligations and that any breach or threatened breach by Client shall be material and shall cause Manager immediate and unavoidable damages which cannot be adequately compensated for by money judgment. Accordingly, Client agrees that, in addition to all other forms of relief and all other remedies which may be available to Manager in the event of any breach or threatened breach by Client, Manager shall be entitled to seek and obtain injunctive relief against Client and, in seeking injunctive relief, Manager shall not be obligated to secure any bond or other security in connection with Manager's application for relief. 14. This Contract does not and shall not be construed to create a partnership or a joint venture between the parties. 15. This Contract, and all transactions contemplated by it, shall be governed by, construed and enforced in accordance with the laws of the State of _________. The parties waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in _________ County, _________. In the event that litigation results from or arises out of this Agreement or the performance of it, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. No action shall be entertained by court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were calculable at the time of accrual. 16. In the event any provision of this Contract shall be deemed for any reason illegal or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions. _________ Witness _________ Witness _________ Witness _________ "Client" _________ "Manager" _________
Witness
State of _________ ss County of _________
The above instrument was acknowledged before me this _________ day of _________[month], _________[year], by _________, as "Client" above. _______________ Notary Public (Seal) My Commission Expires:
_________ State of _________ ss County of _________
The above instrument was acknowledged before me this _________ day of _________[month], _________[year], by _________, as "Manager" above. _______________ Notary Public (Seal)