Management Contract

MANAGEMENT AGREEMENT This Agreement made between _______________________(hereinafter referred to as “Manager”) with an address at _______________________________________and ___________________________ (“Artist”) (hereinafter referred to as “Artist”) whose business address is: _________________________________. Engagement, a. (a) Artist hereby appoints Manager as Artist's personal manager for all projects that originate from Manager's efforts and Manager agrees to perform and handle all matters usually and normally within the jurisdiction and authority of personal managers, including, but not limited to the advice, guidance, counsel and direction specifically referred to in Paragraph 3 below. For all engagements that are secured by Manager for the Artist, Artist agrees to seek such advice, guidance, counsel and direction from Manager and artist will not negotiate, accept or execute any agreement, understanding or undertaking concerning Artist's career in the entertainment or sports industries without prior consultation with Manager. Artist agrees to refer to Manager all oral and written leads, communications or requests for the Artist's services that are secured by the efforts of Manager. b. Manager is not required to render exclusive services to Artist and to devote the entire time of Manager or the entire time of any of Manager's employees to the Artist's affairs. However, Manager agrees that he will utilize commercially reasonable efforts in promoting and developing Artist's career. Nothing in this Agreement shall be construed as limiting Manager's right to represent other persons whose talents may be similar to Artist or that may be in competition with Artist provided that such representation does not interfere with the performance of Manager's material obligations under this Agreement. Term a. Manager is hereby engaged as Artist's personal manager and advisor for ___________ years (hereinafter the “initial term”) from the date listed above. This agreement shall be renewed for _________ year periods (hereinafter “renewal periods”) automatically, unless Manager or Artist shall give written notice of termination to the other not later than thirty (30) days prior to the expiration of the initial term or the then current renewal period, as applicable, subject to the terms and conditions set forth in this Agreement. b. In the event Manager fails to perform any material obligation found in this Agreement, Artist has the unqualified right to terminate this Agreement if Artist has provided Manager with written notice, sent to the address listed herein, describing the material obligation Manager is not fulfilling, and within thirty (30) days after receiving such notice, Manager has not fulfilled or cured the material obligation not being fulfilled as described in the written notice. Services a. Manager agrees to render such advice, guidance, counsel and other services as Artist may reasonably require to further their career in the sports and entertainment industries. Manager also agrees to assist Artist to develop new and different ideas and areas within which talents can be developed and exploited. IT IS UNDERSTOOD, HOWEVER, THAT MANAGER IS NOT A BOOKING AGENT BUT RATHER THAT MANAGER WILL REPRESENT ARTIST WHEN DEALING WITH ALL SUCH AGENCIES. MANGER IS NOT OBLIGATED TO AND SHALL NOT RENDER ANY SERVICE OR ADVICE WHICH WOULD REQUIRE MANAGER TO BE LICENSED AS AN EMPLOYMENT AGENCY IN ANY JURISDICTION. Further, Manger shall represent Artist in all dealings with any union, but will execute union agreements and contracts only after obtaining Artist's prior consent to the material terms contained therein. Artist's Career a. Artist agrees at all times to use its best efforts to pursue Artist's career in a manner consistent with Artist's values, goals, philosophies, and to do all those things reasonably necessary and desirable to promote such career and earnings therefrom. Power of Attorney Compensation a. During the term of this Agreement, as compensation for and as a fee for the services to be rendered pursuant to this Agreement. Manager shall receive from Artist Twenty percent (20%) of gross earnings or other consideration earned, credited to or received by you or on your behalf through and as a consequence of any contracts or deals that Manager secures for your involvement in the sports and entertainment industries during the term of this Agreement (which shall take effect when you sign it). a. The term “gross earnings” as used in this Agreement shall mean and include any and all gross monies or other consideration earned and received by Artist, directly or indirectly (without any exclusion or deduction except as set forth in this Agreement) as a result of Artist's activities in the sports and entertainment industries which are secured by Manager, whether as an athlete, performer, endorser, or otherwise. Gross earnings shall also include Artist's earnings from the sale of merchandise in connection with Artist's career in the sports and entertainment industries that are secured by Manager. However, “gross earnings” shall not include any sums advance by Manager to Artist, or on Manager's behalf, for any expenses related to Artist's career development. b. Manager shall be entitled to receive its full compensation as set forth in this Agreement in perpetuity with respect to all Artist's “gross earnings” or other considerations earned and received after the expiration or termination of this Agreement derived from any and all engagements, contracts, and agreements entered into or substantially negotiated during this Agreement and upon any and all extensions, modifications, renewals, and substitutions thereof; and upon any resumption of such engagements, contracts and agreements which may have been discontinued during the term of this Agreement and resumed within six (6) months year after the expiration of this Agreement. i. The foregoing notwithstanding, Manager shall not receive such compensation after the Term of this Agreement if three (3) years has passed since the termination of this Agreement and any other person acting in a managerial capacity has the right to commission on “gross earnings”. Collection of Artist's Earnings a. Artist shall designate and authorize a third party accountant or business manager to receive and collect all gross earnings payable to Artist during the term of this agreement and shall instruct the third party accountant or business manager to account for and pay that percentage or earnings payable to Manager in accordance with Paragraph 6 of this Agreement. Artist also agrees to instruct the third party accountant or business manager to pay Manager within ten (10) days from the end of each calendar month in which the Artist receives earnings from which Artist is required to pay Manager as specified in Paragraph 6. Expenses a. Artist shall be solely responsible for payment of all booking agency fees, union dues, publicity costs, promotion or exploitation costs, traveling expenses, wardrobe expenses, and all other expenses, fees and costs incurred by Artist. Without limiting the foregoing, such direct reasonable, documented expenses, costs or fees incurred by Manager on behalf of Artist pursuant to this Agreement may include, but are not limited to, direct long distance telephone calls, legal and accounting fees incurred in matters directly relevant to the furtherance of Artist's career, bookkeeping expenses, expenses incurred in the promotion and publicity of Artist's career and Manager's travel and living expenses whenever Manager deems it advisable to accompany Artist when Artist is traveling. Notwithstanding the foregoing, no travel expenses and no single expense in excess of five hundred dollars ($500) shall be incurred by Manager without Artist's prior approval. Nor shall Manager incur expenses greater than one thousand dollars ($1,000) in calendar month without Artist's prior approval. Furthermore, Manager's expenses shall be pro-rated among all Manager’s clients benefiting from such expenditures. b. Manager shall provide Artist with monthly statements, with receipts, of all expenses incurred under this Agreement and Manager shall be reimbursed by Artist within eighteen (18) days of receipt by Artist of any such statement. However, any loans, advances or payment of expenses by Manager hereunder shall not be recoupable by Manager until Artist has earned revenue in the sports and entertainment industry and there is sufficient revenue to so recoup, repay and compensate Manager without causing Artist hardship or leaving insufficient funds for Artist to pursue its career. Warranties and Representations a. Artist and Manger both warrant that they are not under disability, restriction or prohibition with respect to their right to execute this Agreement and perform its terms and conditions. Artist and Manager both warrant and represent that no act or omission by them pursuant to this Agreement will violate any right or interest of any person or firm or will subject the other party to this Agreement to any liability, or claim of liability to any person. The parties agree to indemnify each other and hold each other harmless against any damages, costs, expenses and fees (including attorney fees) incurred by the other in any claim, suit or proceeding instituted by or against that party in which any assertion is made which is inconsistent with any warranty, representation or covenant of Artist made in this Agreement, provided such claim has been settled with the indemnifying party's written consent or reduced to a final adverse judgment. Such consent shall not be unreasonably withheld. The Parties agree to give the other prompt written notice of such claim and the indemnifying party shall have the right to hire counsel and participate in, but not control, the defense of the claim. Books & Records a. Manager agrees to maintain accurate books and records of all transactions concerning Artist. At the election of Artist, Manager's books (concerning Artist) may be examined by a Certified Public Accountant chosen by Artist, at Artist's expense. Manager must be given reasonable written notice by Artist that it wants to inspect Manager's books. Further, such inspection must be done at Manager's office during regular business hours and may only be performed twice within a calendar year. b. Artist agrees to maintain accurate books and records (and contractually obligate its business manager to maintain accurate books and records) concerning their career. At the election of Manager, Artist and its business manager's books (concerning Artist) may be examined by a Certified Public Accountant chosen by Manager, at Manager's expense. Artist and/or business manager must be given reasonable written notice by Manager that it wants to inspect Artist or business manager's books. Further, such inspection must be done at Artist and business manager's office during regular business hours and may only be performed twice in a calendar year. Termination a. Either party shall have the option to terminate this Agreement at any time if Manager or Artist becomes insolvent, ceases doing business, makes an assignment for the benefit of creditors, commit an act of bankruptcy, if a receiver is appointed or if Artist dies. In the event of a default or breach by Artist or Manager in the performance of the other parties obligations pursuant to this Agreement, the aggrieved party shall have the right, by notice to the other, in addition to any other rights it may have in law or otherwise, to terminate this Agreement or may suspend its obligations under this Agreement for the duration of such default or breach and until the default or breach has been cured. Also, at the election of Manager the expiration date of this Agreement may be extended for a period equal to any or all of the period that the Artist was in default or breach of this Agreement. Conflicting Interest a. From time to time of this Agreement, acting alone or in association with others, Manager may package an entertainment program in which the Artist is employed as an artist, or Manager may act as the entrepreneur or promoter of an entertainment program in which Artist is employed by Manager or Manager may employ Artist in connection with the production of phonograph records, or as a song writer, composer, arranger or model. Such activity on Manager's part shall not be deemed to be a breach of this Agreement or of Manager's obligations and duties to Artist provided that Manager's interest is fully disclosed to Artist prior to such engagement. However, Manager shall not be entitled to the commission in connection with any gross earnings derived by Artist from any employment or agreement whereunder Artist is employed by Manager, or by the firm, person or corporation represented by Manager as the package agent for the entertainment program in which Artist is so employed; and Manager shall not be entitled to the compensation in connection with and “gross earnings” derived by Artist from the sale, license or grant of any literary rights to Manager or any person, firm or corporation owned or controlled by Manager. Nothing in this Agreement shall be construed to excuse Artist from payment of the compensation upon “gross earnings” derived by Artist from Artist's employment or sale, license or grant of rights in connection with any entertainment program, phonograph record or other matter merely because Manager is also employed in connection therewith as a producer, director, conductor, or in some other management or supervisory capacity, but not as Artist's employer, grantee, or Manager. Group Provisions - Intentionally deleted Entire Agreement a. This Agreement constitutes the entire Agreement between the Artist and Manager relating to the subject matter hereof and supersedes all previous oral and written negotiations between the parties regarding this Agreement. This Agreement shall be subject to and construed in accordance with the laws of the State of Florida. The Florida courts (state and federal) located in the County of Hillsborough only will have jurisdiction of any controversies regarding this Agreement and the parties hereto consent to the jurisdiction of such courts. This Agreement may not be changed or modified, or any covenant or provision contained in this Agreement waived, except by an agreement in writing, signed by all parties to this Agreement. Artist or Manager may not assign this Agreement without the prior written consent of the other party. The foregoing notwithstanding, Artist's approval is not necessary if Manager assigns this Agreement to an entity in which Manager has a controlling or ownership interest. Waiver a. A waiver by either party hereto or a breach or a breach of any provision in this Agreement shall not be deemed a waiver of any subsequent breach, nor a permanent modification of such provision. Each party acknowledges that no statement, promise, or inducement has been made to such party, except as expressly provided in this Agreement. Legality a. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement and any material law, contrary to which the parties have no legal right to contract, the latter shall prevail. However, in such event, the provisions of this Agreement affected shall be curtailed and restricted to the extent necessary to bring them within such legal requirements and only during the time such conflict exists. If any provision of this Agreement is found to be illegal or unenforceable, the offending provision shall not affect the validity or enforceability of the remaining provisions of this Agreement. Notices a. All notices and payments to Manager or Artist shall be sent to their respective addresses, which are listed herein. Joint Venture a. This Agreement does not create and shall not be construed to create a partnership or joint venture between the parties. Business Entity owned by Artist a. Artist agrees that it will cause any corporation, partnership, trust or other business entity which the Artist now owns or controls or may in the future own or control or any other business entity under the common control of Artist and which has the right to Artist's services which are created and secured by Manager, to enter into an agreement with Manager on the same terms and conditions as set forth in this Agreement. Artist further agrees that all “gross earnings” or other consideration received by such business entities in connection with Artist's activities in the music, sports and entertainment industry that are secured by Manager shall be subject to Manager's compensation as defined by this Agreement, provided, however, that any salary or compensation paid to Artist by such entity is not commissionable by Manager. Artist warrants that any agreement between Artist and Artist's business entity will provide that the business entity will furnish Artist's services, that are created by Manager, on the same terms and conditions as set forth in this Agreement. Attorney Fees a. If any action or proceeding is instituted between the parties to this Agreement to enforce any of the terms and conditions of this Agreement, the prevailing party in the action or proceeding shall be entitled to reasonable attorney fees and costs. Paragraph Headings a. Paragraph headings contained in this document are used for convenience only and shall not be deemed to limit or in any way affect the scope, meaning or intent of this Agreement. Approvals a. Wherever in this Agreement either party's approval or consent is required, such approval or consent shall not be unreasonably withheld. Manager may require Artist formally to give or withhold such approval or consent by giving Artist written notice requesting same and by furnishing Artist with the information or material in respect of such approval or consent is sought. Artist shall give Manager written notice of approval or disapproval within five (5) business days after such notice. In the event of disapproval or no consent, the reasons therefore shall be stated. Failure to give such notice to Manager as aforesaid shall be deemed to be consent or approval. Important Legal Document a. Artist and Manager understand that this Agreement is an important legal document and represent that they understand the right to retain independent legal counsel to advise them in the negotiation and execution of this Agreement. Further, by signing below, Artist and Manager warrant that they have retained and have been represented by independent legal counsel or have knowingly and voluntarily waived their right to such legal counsel and desire to enter into this Agreement without the benefit of legal counsel. The parties also acknowledge that they each participated in the preparation of this Agreement and accordingly, in any construction of this Agreement, it shall be not be construed against any party on the basis that such party drafted the Agreement. In witness Whereof , the parties signing below have executed this Agreement on or about the day listed below in this Agreement, Manager: ______________________________________________ Name/Title Date: _______________________ ARTIST ______________________________________________ Name Social Security No.: __________----__________----____________ Date of Birth: __________----___________----________________ Date: _______________________ STATE OF New York COUNTY OF __________________ On this _______ day of ______________________ 2006, before me personally appeared __________________________________________ and _____________________________________________ to me known and known to me to be the individuals described in and who executed the foregoing agreement, and they thereupon duly acknowledged to me that they executed the same. My commission expires: _________________________________ My address is: _______________________________________________________________ ______________________________ Street APT. Notary Public _________________________________________________________________________________ City State ZIP