Fill and Sign the Exclusive Agency or Agent Agreement Singer 497328541 Form

EXCLUSIVE AGENCY AGREEMENT This Agreement made and entered into this the ____ day of _________________ , 20 ____ , by and between ______________________________ ("Signer") and ______________________________ ("Manager"): 1. (a) ENLARGEMENT AND TERM: Singer desires to obtain development and enhancement of Singer's professional career. Singer hereby engages Manager as Singer'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) Singer 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 Singer written notice to the contrary. 2. SERVICES: Manager accepts said employment and agrees subject to Singer's availability and cooperation: (a) To advise and counsel Singer with respect to decisions concerning employment, publicity, selection of literary, Singer and musical material, wardrobe, public relations and advertising, selection of theatrical and booking and advertising, selection of theatrical and booking agencies and/or Singer'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 Singer with relation to the adoption of the proper format for presentation of Singer's talents and in the determination of proper style, mood and setting in keeping with Singer's talents and best interests. (c) To advise and counsel Singer 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 Singer's professional reputation and standing. (e) To be available to Singer for consultation and rendition of services to Singer at reasonable times. 3. EXPENSES: (a) Singer agrees to reimburse Manager for any and all reasonable expenses which Manager may incur on Singer's behalf or on Singer's account, including but not limited to those in connection with postal correspondence, long distance telephone calls, telegrams, publicity materials, and travel expenses on Singer's behalf. (b) Reimbursement of expenses as aforesaid shall be due within thirty (30) days after receipt by Singer or Singer'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 Singer's career cannot be predetermined, it is Singer's desire that Manager's compensation be determined in such manner as will permit Manager to accept the risk of failure and likewise to benefit to the extent of Singer's success. As compensation for Manager's services, as hereinabove described, Singer agrees to pay Manager the following compensation: Exclusive Agency Agreement, Page 1 (a) A sum equal to ______________ percent ( ____ %) of any and all gross monies or other considerations which Singer earns during the term hereof as a result of Singer's activities in and throughout the entertainment, amusement, music, recording and literary fields. (b) Singer agrees to pay Manager with respect to gross monies or other considerations which Singer 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 Singer 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 Singer 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 Singer 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 Singer 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 Singer hereunder or otherwise. 7. EXCLUSIVITY: Singer agrees not to employ during the term hereof any other person or entity to act for Singer in the capacity in which Singer has engaged Manager hereunder. 8. CONSULTATION: Singer shall refer to Manager all verbal or written leads, communications, or requests for the rendition of Singer's services. Singer shall consult with Manager concerning each and every engagement, performance, booking or contract offered to Singer and Singer shall also consult with Manager regarding each engagement, performance, booking or contract that Singer accepts. 9. AUTHORITY: Manager may, on Singer's behalf, do the following: approve and permit any and all publicity and advertising; approve and permit the use of Singer's name, photograph, likeness, voice, sound effect, caricature, literary, Singer and musical materials for purposes of advertising and publicity and in the promotion and advertising of any and all products and services; execute for Singer in Singer's name and/or in Singer's behalf any and all agreements, documents, and contracts for Singer's services, talents and/or Singer, literary and musical materials, collect and receive sums as well as endorse Singer's name to all checks payable to Singer for Singer's services, talents and literary and Singer materials and retain therefrom all sums owed to Manager. Singer shall refer to Manager all verbal or written leads, communications or requests for the rendition of Singer's services in the entertainment, amusement, music, recording and literary fields. 10. FURTHERANCE OF CAREER: Singer agrees at all times to devote Singer to the furtherance Exclusive Agency Agreement, Page 2 of Singer's career and to do all the things necessary and desirable to promote Singer's career and earnings therefrom. Singer 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 Singer or for Singer's account, but if Manager does so, Singer shall repay them within thirty days from the date of demand by Manager for repayment thereof, and Singer hereby authorizes Manager to deduct the amount of any such loans or advances from any sums Manager may receive for Singer's account. Manager hereby agrees that no repayment of Loaned Funds by Singer shall be required unless and until Singer 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 Singer'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 Singer'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 Singer, or Singer's heirs, executors, administrators or assigns, or any other person, firm or corporation in Singer's behalf, or in which Singer shall have any interest of any kind. In the event that Singer receives as all or part of Singer's compensation for activities hereunder, stock or the right to buy stock in any corporation or that Singer 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 Singer'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 Singer or any member of Singer's family, has a direct or indirect interest, shall receive any compensation for permitting or contracting for the use of Singer's services, name, likeness or endorsement, then such compensation shall be deemed to be "gross monies" received by Singer 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 Singer's activities or services, Singer's name or Singer'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 Singer or in Singer's behalf, or any other person, firm or corporation in which Singer has or shall have any interest of any kind. (d) The terms "activities," "services," and "interests," shall include any and all of Singer'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 Singer, actor, announcer, composer, conductor, arranger, author, writer, publisher, musician, singer, lyricist, Singer designer, choreographer, cameraman, technician, director, producer, packager, owner of any entertainment package, supervisor, executive or otherwise and shall also include Singer's Exclusive Agency Agreement, Page 3 name, voice, and likeness as aforesaid. (e) The term "material" shall include any and all material of any kind whatsoever which Singer 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 Singer 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 Singer. Singer shall have the right to terminate this Agreement upon thirty days' written notice to Manager, solely upon Singer's physical inability to perform and which such physical inability is of a continuing and permanent nature. (The physical inability of one of the Singer to perform as contemplated hereunder shall in no way effect the enforceability of this Agreement with respect to the other Singer.) (b) In the event Singer 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. Singer herein agrees that should Singer decide to cease performing as contemplated in this Agreement, Singer 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) Singer shall cause any corporation, partnership, trust or other business entity which Singer now owns or controls or may hereafter own or control or in which Singer has a direct or indirect interest of any nature, or which is directly or indirectly controlled by Singer or under the common control of Singer and others (collectively hereinafter "firm") and which firm has the right to Singer's services, to enter into an agreement with Manager on the same terms and conditions as contained in this agreement, and Singer agrees that all gross monies or other considerations directly or indirectly earned or received by such firm in connection with Singer'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 Singer's services on Exclusive Agency Agreement, Page 4 the terms and conditions set forth in this contract, and the firm shall become a party to this contract. Singer shall personally guarantee the obligation of any such firm. (d) Singer represents and warrants that Singer has been advised of Singer's right to seek legal counsel of Singer's own choosing in connection with the negotiation and execution of this contract. (e) Singer represents and warrants that Singer is wholly free to enter into this contract and to grant the rights herein granted to Manager, and that Singer is not a party to any agreements, and that Singer 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 Singer thereof, it is agreed that Manager shall be entitled to recover from Singer any and all costs reasonably incurred by the enforcement hereof including without limitation, reasonable attorneys' fees. (h) Singer 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 Singer of any warranty, representation or agreement made by Singer 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: _________________________________ Singer: ______________________________ Address: _______________________________ Address: __________________________________ _______________________________________ __________________________________________ Exclusive Agency Agreement, Page 5 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: ____________________________ 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: _________________________ Exclusive Agency Agreement, Page 6