EXCLUSIVE AGENCY AGREEMENT
This Agreement made and entered into this the ____ day of _________________ , 20 ____ , by and
between ___________________________ ("Manager") and _____________________________
("Actor/Actress"):
1. (a) ENLARGEMENT AND TERM: Actor/Actress desires to obtain development and
enhancement of Actor/Actress's professional career. Actor/Actress hereby engages Manager as Actor/Actress's
sole and exclusive personal manager in the entertainment, amusement, music, recording and literary fields,
throughout the world, for the term of ____ year(s) commencing at the signing of this Agreement and under the
terms and conditions hereinafter set forth.
(b) Actor/Actress hereby grants Manager ____ irrevocable consecutive option(s) to extend
the term of this agreement for a period of one (1) year each upon all the terms and conditions hereof. Said options
shall be exercised automatically unless thirty (30) days prior to the end of the then current term Manager gives
Actor/Actress written notice to the contrary.
2. SERVICES: Manager accepts said employment and agrees subject to Actor/Actress's
availability and cooperation:
(a) To advise and counsel Actor/Actress with respect to decisions concerning employment,
publicity, selection of literary, Actor/Actress and musical material, wardrobe, public relations and advertising,
selection of theatrical and booking and advertising, selection of theatrical and booking agencies and/or
Actor/Actress's agents and all other matters pertaining to professional activities and career in the entertainment,
amusement, music, recording and literary fields.
(b) To advise and counsel Actor/Actress with relation to the adoption of the proper format
for presentation of Actor/Actress's talents and in the determination of proper style, mood and setting in keeping
with Actor/Actress's talents and best interests.
(c) To advise and counsel Actor/Actress with regard to general practices in the
entertainment, amusement, music, recordings and literary fields, and with respect to compensation and terms of
contracts related thereto.
(d) To use Manager's reasonable efforts to promote and enhance Actor/Actress's
professional reputation and standing.
(e) To be available to Actor/Actress for consultation and rendition of services to
Actor/Actress at reasonable times.
3. EXPENSES:
(a) Actor/Actress agrees to reimburse Manager for any and all reasonable expenses which
Manager may incur on Actor/Actress's behalf or on Actor/Actress's account, including but not limited to those in
connection with postal correspondence, long distance telephone calls, telegrams, publicity materials, and travel
expenses on Actor/Actress's behalf.
(b) Reimbursement of expenses as aforesaid shall be due within thirty (30) days after
receipt by Actor/Actress or Actor/Actress's financial representative of statements setting forth the nature and
amount of Manager's expenses. See paragraph 11, below.
4. COMPENSATION: Since the nature and extent of the success or failure of Actor/Actress's
career cannot be predetermined, it is Actor/Actress's desire that Manager's compensation be determined in such
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manner as will permit Manager to accept the risk of failure and likewise to benefit to the extent of Actor/Actress's
success. As compensation for Manager's services, as hereinabove described, Actor/Actress agrees to pay Manager
the following compensation:
(a) A sum equal to ______________ percent ( ____ %) of any and all gross monies or other
considerations which Actor/Actress earns during the term hereof as a result of Actor/Actress's activities in and
throughout the entertainment, amusement, music, recording and literary fields.
(b) Actor/Actress agrees to pay Manager with respect to gross monies or other
considerations which Actor/Actress earns following the expiration of the term hereof in connection with any and
all engagements, contracts and agreements entered into or substantially negotiated during the term hereof relating
to any of the foregoing, and upon any and all extensions, modifications, renewals and substitutions thereof; and
upon any such resumptions of such engagements, contracts, and agreements which may have been discontinued
during the term hereof and resumed within one (1) year thereafter, a sum equal to ______________ percent ( ____
%) of said gross monies.
(c) The commission(s) set forth in Clause 4(b) above shall be based on the gross monies or
other considerations which Actor/Actress earns from all applicable engagements, contracts, and agreements
pursuant to the terms set forth in said engagements, contracts, and agreements or agreed upon prior to the
expiration of the term hereof, including any improved terms of such engagements, contracts, and agreements if
such improved terms are agreed upon subsequent to the expiration of the term hereof.
(d) Manager shall receive the foregoing compensation whether or not any employment,
engagement, contract, agreement or other income producing activity shall have been procured by Actor/Actress as
a result of Manager's advice, consultation, or other efforts and whether or not the term of said employment,
engagement, contract, agreement or income producing activity shall be effective or continued before, during or
after the term of this Agreement, provided that Actor/Actress earns "gross monies or other considerations" with
respect thereto during the time periods set forth in Clause 4(b), above.
(e) Manager's percentage share shall extend to all gross monies or other considerations
which Actor/Actress receives from all judgments, awards, settlements, payments, damages, and proceeds relating
to any suits, claims, actions and proceedings arising out of the alleged breach or non-performance by others of any
such engagements, contracts, and agreements referred to above.
5. AGENCY REPRESENTATION: IT IS CLEARLY UNDERSTOOD THAT MANAGER IS
NOT AN EMPLOYMENT AGENCY OR A THEATRICAL AGENT.
6. INDEPENDENT ACTIVITIES: Manager may have and maintain other interests of any kind in
the activities or enterprises of others and Manager shall have the right to render Manager's services to anyone else
either in the capacity in which Manager is employed by Actor/Actress hereunder or otherwise.
7. EXCLUSIVITY: Actor/Actress agrees not to employ during the term hereof any other person or
entity to act for Actor/Actress in the capacity in which Actor/Actress has engaged Manager hereunder.
8. CONSULTATION: Actor/Actress shall refer to Manager all verbal or written leads,
communications, or requests for the rendition of Actor/Actress's services. Actor/Actress shall consult with
Manager concerning each and every engagement, performance, booking or contract offered to Actor/Actress and
Actor/Actress shall also consult with Manager regarding each engagement, performance, booking or contract that
Actor/Actress accepts.
9. AUTHORITY: Manager may, on Actor/Actress's behalf, do the following: approve and permit
any and all publicity and advertising; approve and permit the use of Actor/Actress's name, photograph, likeness,
voice, sound effect, caricature, literary, Actor/Actress and musical materials for purposes of advertising and
publicity and in the promotion and advertising of any and all products and services; execute for Actor/Actress in
Actor/Actress's name and/or in Actor/Actress's behalf any and all agreements, documents, and contracts for
Actor/Actress's services, talents and/or Actor/Actress, literary and musical materials, collect and receive sums as
well as endorse Actor/Actress's name to all checks payable to Actor/Actress for Actor/Actress's services, talents
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and literary and Actor/Actress materials and retain therefrom all sums owed to Manager. Actor/Actress shall refer
to Manager all verbal or written leads, communications or requests for the rendition of Actor/Actress's services in
the entertainment, amusement, music, recording and literary fields.
10. FURTHERANCE OF CAREER: Actor/Actress agrees at all times to devote Actor/Actress to
the furtherance of Actor/Actress's career and to do all the things necessary and desirable to promote
Actor/Actress's career and earnings therefrom. Actor/Actress will not enter into any agreement or commitment
which shall in any manner interfere with Manager's carrying out the terms and conditions of this Agreement.
11. LOANS: Manager is not required to make any loans or advances ("Loaned Funds") to
Actor/Actress or for Actor/Actress's account, but if Manager does so, Actor/Actress shall repay them within thirty
days from the date of demand by Manager for repayment thereof, and Actor/Actress hereby authorizes Manager to
deduct the amount of any such loans or advances from any sums Manager may receive for Actor/Actress's
account. Manager hereby agrees that no repayment of Loaned Funds by Actor/Actress shall be required unless
and until Actor/Actress has received "gross monies or other considerations" as defined in paragraph 12(b), below.
The authority granted to Manager is coupled with an interest and shall be irrevocable during the term hereof.
12. DEFINITIONS: When used in this Agreement, the following terms are defined as follows:
(a) The term "entertainment, amusement, music, recording and literary fields" shall include any
and all branches of such fields now existing or hereafter developed, conceived, or used, including, but without
limiting the generality of the foregoing, the following: motion pictures, free and pay television, home video,
literary endeavors, theatrical engagements, legitimate stage, personal appearances, concerts, public appearances in
places of amusement and entertainment, records and recordings, publishing, publications, radio, and the use of
Actor/Actress's name, likeness and/or talent for purposes of merchandising, commercial exploitation, advertising
and/or trade.
(b) The term "gross monies or other considerations" shall include all forms of income derived
from Actor/Actress's professional career without any deductions, including, but without limiting the generality of
the foregoing, the total compensation, salaries, earnings, fees, advances, royalties, residuals, repeats and/or rerun
fees, gifts, bonuses, shares of stock, shares of profit, partnership interests, percentages, property of any kind, and
the total amount paid for any endorsements, or any entertainment package or package program, live or recorded,
earned and received, directly or indirectly by Actor/Actress, or Actor/Actress's heirs, executors, administrators or
assigns, or any other person, firm or corporation in Actor/Actress's behalf, or in which Actor/Actress shall have
any interest of any kind. In the event that Actor/Actress receives as all or part of Actor/Actress's compensation for
activities hereunder, stock or the right to buy stock in any corporation or that Actor/Actress becomes the packager
or owner of all or part of an entertainment property, whether as an individual proprietor, stockholder, partner, joint
venturer or otherwise, Manager's percentage shall apply to Actor/Actress's said stock, right to buy stock,
individual proprietorship, partnership, joint venture or other forms of interest, and Manager shall be entitled to
Manager's percentage share thereof. In the event that any corporation, partnership, trust, joint venture, association
or proprietorship, or other business entity in which Actor/Actress or any member of Actor/Actress's family, has a
direct or indirect interest, shall receive any compensation for permitting or contracting for the use of
Actor/Actress's services, name, likeness or endorsement, then such compensation shall be deemed to be "gross
monies" received by Actor/Actress for the purposes of this Agreement.
(c) The terms "engagements," "contracts," "agreements," and "employment" shall include any
and all engagements, contracts, agreements or employment of any kind whatsoever, now in existence or entered
into, prior to or negotiated for during the term hereof or substantially negotiated during the term hereof (including
contracts to refrain from any services or activities) in any way pertaining to (i) any of Actor/Actress's activities or
services, Actor/Actress's name or Actor/Actress's likeness, materials and/or other interests in any branch of the
entertainment, amusement, music, recording and literary fields including contracts for entertainment packages and
package programs; (ii) the sale, lease, license, use or other disposition of material or any right, title, interest or
control of any kind in and to material; and (iii) any forms of merchandising or commercial exploitations. The
terms "engagements," "contracts," "agreements," and "employment" shall apply to any such engagements,
contracts, agreements, and employment whether entered into by Actor/Actress or in Actor/Actress's behalf, or any
other person, firm or corporation in which Actor/Actress has or shall have any interest of any kind.
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(d) The terms "activities," "services," and "interests," shall include any and all of Actor/Actress's
activities, services and interests in any capacity of any kind whatsoever in the entertainment, amusement, music,
recording and literary fields, whether as an employee, independent contractor, or otherwise, whether as a
performer of any kind, recording Actor/Actress, actor, announcer, composer, conductor, arranger, author, writer,
publisher, musician, singer, lyricist, Actor/Actress designer, choreographer, cameraman, technician, director,
producer, packager, owner of any entertainment package, supervisor, executive or otherwise and shall also include
Actor/Actress's name, voice, and likeness as aforesaid.
(e) The term "material" shall include any and all material of any kind whatsoever which
Actor/Actress may now, or at any time, during the term hereof, own or have any right, title, interest, or control
therein of any kind, including but without limiting the generality of the foregoing, literary, dramatic,
choreographic and musical materials, names, likenesses, signatures, recorded voices and the like, whether of
Actor/Actress or anyone else, ideas, characters, trade names, trademarks, programs, entertainment packages and
musical compositions of any kind.
(f) The terms "merchandising" and "commercial exploitation" shall mean all forms of
exploitation (with or without the use of names, voices or likenesses) of any kind now known or hereafter
conceived, including, but not limited to, the right to use any activities, services, interest or any materials for
products for service designations, trademarks, trade names, games, dolls, toys, cutouts, comic books or strips,
endorsements, testimonials, and the like.
13. TERMINATION:
(a) Manager shall have the right to terminate this Agreement upon written notice to
Actor/Actress. Actor/Actress shall have the right to terminate this Agreement upon thirty days' written notice to
Manager, solely upon Actor/Actress's physical inability to perform and which such physical inability is of a
continuing and permanent nature. (The physical inability of one of the Actor/Actress to perform as contemplated
hereunder shall in no way effect the enforceability of this Agreement with respect to the other Actor/Actress.)
(b) In the event Actor/Actress decide to cease performing as contemplated by this Agreement, it
is Manager’s sole option to continue this Agreement, or Manager may treat this Agreement as terminated, without
further obligation hereunder. Actor/Actress herein agrees that should Actor/Actress decide to cease performing as
contemplated in this Agreement, Actor/Actress shall be prohibited from performing for compensation or from
entering into another management agreement with anyone other than Manager for a period of ____ year(s) from
the date of termination of this Agreement as provided in this paragraph.
14. MISCELLANEOUS:
(a) The instrument sets forth the entire agreement between the parties hereto with respect to the
subject matter hereof and no modification, amendment, waiver, termination or discharge of any provision hereof
shall be binding upon the parties unless confirmed by a written instrument executed by the parties. No waiver by
either party of any term or provision of this agreement or of any default hereunder shall affect the parties' right
hereafter to enforce such terms or provision, or to exercise any right or remedy in the event of any other default,
whether or not similar. This Agreement shall not become effective until accepted and executed by the parties.
The parties hereby represent and warrant that no statement, promise, representation, or inducement, except as
herein set forth, has been made on any party's behalf, or by any of such party's employees or representatives.
Should any provision of this agreement be void or unenforceable, such provision shall be deemed severed and this
Agreement with such provision severed shall remain in full force and effect to the extent permitted by law;
provided, however, that in the event such severance shall materially affect Manger's right to receive compensation
under this Agreement, Manager shall have the right to elect to treat Manager's obligations under this Agreement as
terminated. This Agreement shall inure to the benefit of the parties hereto and to their respective successors,
assigns and heirs.
(b) This Agreement shall not be construed as creating a partnership between the parties. It is
specifically understood that Manager is acting hereunder as an independent contractor.
(c) Actor/Actress shall cause any corporation, partnership, trust or other business entity which
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Actor/Actress now owns or controls or may hereafter own or control or in which Actor/Actress has a direct or
indirect interest of any nature, or which is directly or indirectly controlled by Actor/Actress or under the common
control of Actor/Actress and others (collectively hereinafter "firm") and which firm has the right to
Actor/Actress's services, to enter into an agreement with Manager on the same terms and conditions as contained
in this agreement, and Actor/Actress agrees that all gross monies or other considerations directly or indirectly
earned or received by such firm in connection with Actor/Actress's activities in the entertainment, amusement,
music, recording and literary field shall be subject to Manager's commission hereunder. Any agreement with such
firm shall provide that such firm has a right to furnish Actor/Actress's services on the terms and conditions set
forth in this contract, and the firm shall become a party to this contract. Actor/Actress shall personally guarantee
the obligation of any such firm.
(d) Actor/Actress represents and warrants that Actor/Actress has been advised of Actor/Actress's
right to seek legal counsel of Actor/Actress's own choosing in connection with the negotiation and execution of
this contract.
(e) Actor/Actress represents and warrants that Actor/Actress is wholly free to enter into this
contract and to grant the rights herein granted to Manager, and that Actor/Actress is not a party to any agreements,
and that Actor/Actress does not have any obligations, which conflict with any of the provisions hereof.
(f) All notices to Manager hereunder and payments to Manager hereunder shall be sent to
Manager's address written below.
(g) Upon any dispute under or relating to the terms of this Agreement, or the breach by
Actor/Actress thereof, it is agreed that Manager shall be entitled to recover from Actor/Actress any and all costs
reasonably incurred by the enforcement hereof including without limitation, reasonable attorneys' fees.
(h) Actor/Actress shall at all times defend, indemnify and hold Manager and Manager's
respective agents, employees, representatives, affiliated entities, successors, heirs and devisees or legatees,
harmless for and against any and all claims, damages, liabilities, costs and expenses, including without limitation,
reasonable legal expenses and attorneys' fees, arising out of any breach by Actor/Actress of any warranty,
representation or agreement made by Actor/Actress hereunder.
(i) Manager may assign Manager's rights hereunder to any person, firm or corporation.
(j) This Agreement shall be deemed to be executed in the State of _________________ and shall
be construed in accordance with the laws of said state.
(k) The headings of the clauses of this agreement are included for ease of references only, are
not part of this agreement and are not to be used in the construction and interpretation of the terms hereof.
WITNESS our hands and seals, this the ____ day of _________________ , 20 ____ .
Agent: _________________________________ Actor/Actress: ______________________________
Address: _______________________________ Address: __________________________________
______________________________________ _________________________________________
STATE OF _________________
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COUNTY OF _______________
PERSONALLY came and appeared before me, the undersigned in and for the said county and state
within my jurisdiction, the within named _____________________________, who acknowledged that he/she
executed the above and foregoing instrument on the date mentioned therein.
GIVEN under my hand and official seal of office on this the _____ day of _________________, 20____.
__________________________
NOTARY PUBLIC
My Commission Expires:
____________________________
STATE OF __________________
COUNTY OF ________________
PERSONALLY came and appeared before me, the undersigned in and for the said county and state
within my jurisdiction, the within named _____________________________, who acknowledged that he/she
executed the above and foregoing instrument on the date mentioned therein.
GIVEN under my hand and official seal of office on this the _____ day of _________________, 20____.
__________________________
NOTARY PUBLIC
My Commission Expires:
_________________________
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