Contract Between Advertising Agency

Contract between Television Advertising Production Company and Actor to do Infomercial

Agreement made on the , between of , referred to herein as Artist, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Production Company.

Whereas, Production Company (which term also includes its Affiliates) desire to produce and distribute for television exhibition a long-form infomercial (referred to in this Agreement as the Show) for the promotion, distribution, and sale of , hereinafter called Products;

Whereas, Production Company desires to use Artist’s personal services, and Artist wishes to provide to Production Company his personal services, for the production, distribution and exhibition of the Show.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Artist’s Representation and Warranties

A. Artist represents and warrants that he has the right to render Artist’s services to Production Company and to grant rights to Production Company as provided.

B. Artist agrees to render testimonials and demonstration services for Production Company under all of the terms, provisions, and conditions of this Agreement by playing the role of testifier and demonstrator for the commercials, as more fully described in Section III.

II. Term

A. This Agreement shall commence on the date of this Agreement and shall continue for a period of years from the completion of test marketing of the commercial (the Initial Term). Roll out, for purposes of this Agreement, shall mean that Production Company continues to air the Show after all test marketing for the Show has been completed. Test marketing, for purposes of this Agreement, shall mean airing the commercial on broadcast or cable television for the purpose of testing audience response to the commercial and the Products at a range of price levels.

B. Upon the expiration of the Initial Term both Production Company and Artist shall have the option to renew this Agreement for an additional -year period (the Additional Term).

III. Services

A. Production of the Show. Production Company shall have the right to use Artist’s services, and Artist shall render such services, as follows:

1. Artist shall perform all services necessary to his role as on-camera performer, testifier, and demonstrator in the production of the commercial, and all revisions and modifications of the commercial, as Production Company shall require in order to produce the commercial at a high-quality level. Such services shall include but not be limited to discussing the Products, reacting favorably to the Products, endorsing the Products, moderating panel discussions, and performing such other on and off camera tasks as Production Company shall reasonably request.

2. Artist shall cooperate with and participate in preproduction activities to the extent necessary in Production Company’s reasonable judgment for Artist to prepare adequately for his role as Artist, on-camera performer, and host in the commercial subject to Artist’s professional availability. Such activities shall include but are not limited to conferences with persons appearing in the commercial.

B. Availability.

1. Artist confirms the availability of Artist for the shoot days tentatively scheduled for

2. Production Company shall notify Artist of the designated times and dates on which Artist’s services are required at least days prior to any such date. Artist shall notify Production Company within hours of such notice if Artist will not be available; provided, however, that Artist shall be available unless he has a previously established bona fide professional commitment or an illness that would prevent Artist from rendering Artist’s services under this Agreement. In any such event, Production Company shall reschedule the initial time and date for such other time and date as Production Company designates based upon Artist’s reasonable availability. Artist shall maintain reasonable availability to fulfill his obligations under this Agreement. Production Company shall use its best efforts to plan any shoots, reshoots or other production activities in connection with the Show around Artist’s previously established schedule. At the time of execution of this Agreement, Artist shall provide Production Company with a copy of Artist’s schedule for a period of months beginning on the date of this Agreement.

C. Damage or Destruction of Show. If, for reasons beyond Production Company’s control, any portion of the Show produced under this Agreement is damaged or destroyed, then Artist shall render services for up to additional days to recomplete the damaged or destroyed portions of the Show, and Artist shall be compensated for such reshooting at the rate of an additional $ per day of reshooting.

IV. Ownership, Use, and Territory

A. All materials, works, writing, ideas, gags, dialogue, and sequences produced in connection with this Agreement, including the Show, shall be and remain the absolute and exclusive property of Production Company forever. Artist acknowledges and agrees that he does not now have, nor in the future will he assert any right, title, or interest of any kind or nature whatsoever in such materials and that Production Company has the unlimited the exclusive rights throughout the world to use the Show in any and all media now or later known or to refrain from such use.

B. During the term of this Agreement, Production Company shall have the full and complete right to broadcast, use, reproduce, publish, copyright, and exhibit in any manner the Show or any portion of it, and any versions or revisions of it, throughout the world.

V. Name, Voice and Likeness

Production Company shall have the right to use and permit the use of Artist’s name, voice and likeness as used in frames from the Show and promotional footage for the show and in connection with the Product packaging and advertising, promotion, and publicity of the Show and the Products. Artist shall sign the Name, Voice and Likeness Release form attached as Exhibit A upon the execution of this Agreement.

VI. Compensation

A. For purposes of this Section VI, Net Television Generated Order shall mean Net Orders of the Products featured in the Show sold by Production Company in the United States either from customers calling the “800” telephone numbers displayed in the Show or from customers mailing in orders in response to addresses displayed in the Show, but not including any Orders for which Production Company or its licensee does not receive payment due to the following: (1) refunds made to purchasers of the Products for any reason whether by check or by credit to purchaser’s credit card accounts or otherwise; (2) credit card charge-backs; or (3) bad checks and uncollectible amounts.

B. In full consideration of Artist’s performance of the provisions of this Agreement and for all of the rights granted by Artist under this Agreement, Production Company agrees to make and Artist agrees to accept the following payment:

1. $ payable upon commencement of principal photography.

2. A royalty of $ for each Net Television Generated Order whether they occur during the term of this Agreement or afterwards. The royalties shall be paid to Artist in accordance with Paragraphs C and D of this Section VI.

3. A royalty of $ for each item of the Product sold through direct mail, retail store, or discount store sales, if the packaging of the Product or promotion contains Artist’s name, image, or likeness.

C. Production Company shall: (1) compute Net Television Generated Orders for each Broadcast Quarter (as defined below); (2) prepare a statement of the Net Television Generated Orders actually generated in such Broadcast Quarter; and (3) deliver the statement and pay any royalties due and payable to Artist within days of the end of each Broadcast Quarter. Broadcast Quarter shall mean the three-month period commencing with the date of the roll out of the Show and ending on the expiration of the calendar quarter immediately following such date and each three-month period. The term month, as used in this Agreement, shall be defined to be based on the industry standard broadcast calendar.

D. Production Company, in its sole discretion, may withhold the following amounts from royalty payments otherwise due Artist:

1. From and after the first airing of the Show through the expiration of months following the roll out of the Show, an amount not in excess of % of the royalties which would otherwise be due to Artist over such period; and

2. Commencing with the month following the roll out of the Show, an amount not in excess of % of the average of refunds, charge-backs and other bad debt over a rolling -month period in order to provide for future reductions from Net Television Generated Orders (the Holdback). Such withheld amounts shall continuously be applied against reductions to Net Television Generated Orders and a quarterly reconciliation of such reductions shall be prepared by Production Company and delivered to Artist and any excess Holdback shall be paid to Artist. Any royalty payments withheld under this Paragraph D (to the extent the Net Television Generated Orders have not been reduced by refunds, charge-backs or other bad debt) shall be paid to Artist within days following the cessation of sales of the Products.

E. Artist shall have the right, twice in each calendar year, during normal business hours and upon days’ prior written notice to Production Company and subject to reasonable confidentiality requirements, at Artist’s own expense, to audit the books and records of Production Company regarding sales of the Products; provided, that any such audit of Production Company’s books shall coincide with the end of one of Production Company’s fiscal quarters. All royalty payments made by Production Company to Artist shall become final and not subject to further review year(s) after the end of such calendar year unless otherwise challenged by Artist pursuant to this Paragraph E.

F. All payments pursuant to this Agreement shall be made to Artist at the address set forth above. Notwithstanding the above, Artist shall have the right to request payments to be sent to a different address, provided that Production Company is given days’ written notice in advance from Artist.

VII. Independent Contractor

Artist represents and warrants that in performing his obligations under this Agreement, Artist is acting as an independent contractor and, without limiting that status, Artist assumes sole and exclusive responsibility for the collection and payment of all employer and employee contributions and taxes under all applicable laws now in effect or later enacted and all applicable collective bargaining arrangements, if any. In addition, Artist agrees to file any returns or reports necessary in connection with such laws.

VIII. General Representations, Warranties, and Covenants

Artist represents, warrants and covenants that:

A. Competitive Protection. At any time during the period in which Production Company is entitled to use the Show, Artist shall not: (1) render any service of any kind, directly or indirectly, for any Competitive Product; or (2) permit the use of his name, photograph, likeness, endorsement, voice, or biographical material for any Competitive Product in advertising or publicizing any Competitive Product or for any product or service which uses copy which denigrates or is antithetical to the Show. For purposes of this Agreement, Competitive Products shall mean products only. Notwithstanding the above, if Production Company fails to broadcast the infomercial or use Artist’s name, image, or likeness in connection with the promotion of the Product within years from the date of this Agreement, Artist shall be free to endorse competing products.

B. Right to Enter Agreement. Artist has full power and authority to enter into this Agreement and to perform all of the obligations under this Agreement without violating the legal or equitable rights of any third party or the terms or provisions of any Agreement or instrument, law, or regulation or other restriction to which either of them is subject or bound.

C. No Commissions. Artist is solely authorized and empowered to act in connection with this Agreement and Production Company shall not be under any obligation for the payment of any commissions or fees to Artist, or to any other agent or person on account of the use of the Artist in the Show as contemplated by this Agreement other than the payments provided for under this Agreement.

IX. Default; Failure to Pay

Artist understands and agrees that Artist shall be responsible for providing professional services and such responsible performance is essential to the successful production of the Show and any nonperformance or material breach of any covenant, representation, or warranty made by Artist in this Agreement would seriously jeopardize the Show and cause irreparable damage to Production Company. In the event of any nonperformance by Artist or material breach by Artist, Production Company shall have the right to terminate this Agreement, provided, however, that written notice specifying the event or events of nonperformance or breach giving rise to such default and providing an opportunity for Artist to cure within days from receipt of such notice and the Artist does not in fact cure such nonperformance or breach within such time period.

X. Review and Approval

Artist shall have the right to inspect or approve the Show or any aspect of it, including but not limited to the promotion, distribution, and exhibition of the Show and the promotion, distribution, and sale of the Products regarding the context in which his quotes are used.

XI. Testimonial Affidavits

Artist shall execute the testimonial affidavit, in the form of Exhibit B attached to this Agreement, concerning Artist’s use and representations of the Products. If and to the extent Production Company shall require, Artist shall execute such other documents and instructions as may be necessary to comply with legal or broadcaster requirements concerning the use of testimonials and endorsements in advertising.

XII. Insurance

Production Company shall have the right to protect its interest under this Agreement by securing life, accident, cast, or other insurance on Artist, and Artist shall furnish such information, fill out and sign such forms, and undergo such examinations as may reasonably be required. The proceeds and ownership of such insurance shall be solely Production Company’s and Artist shall not have any right, title or interest to the insurance. Artist shall have the right to have a doctor of Artist’s choice present at any such examination, at Artist’s expense.

XIII. Death and Disability

A. In the event of Artist’s death prior to the time Artist has fully and satisfactorily completed the services required under Section Three, Production Company shall have the right to terminate this Agreement as of the date of Artist’s death. Such death shall be treated as nonperformance for purposes of Section X. In the event of Artist’s death subsequent to the time Artist has fully and satisfactorily completed the services required under Section III, Production Company shall have the right to either: (1) terminate this Agreement; or (2) continue to promote, distribute and exhibit the Show and distribute and sell the Products until the end of the Term, subject to its obligation to pay royalties under Section VI.

B. If Artist becomes physically or mentally disabled prior to the time Artist has fully and satisfactorily completed the services required under Section III, Production Company shall have the right to either suspend or terminate this Agreement. If Production Company exercises its rights to terminate this Agreement, any such occurrence shall be treated as nonperformance for purposes of Section X. If Artist shall become physically or mentally disabled subsequent to the time Artist has fully and satisfactorily completed the services required under Section III, Production Company shall have the right to continue to promote, distribute, and exhibit the Show and distribute and sell the Products until the end of the Term, subject to its obligation to pay royalties under Section VI.

Production Company’s election to suspend may be exercised only by written notice served not later than weeks after the date as of which the suspension is started. Each suspension shall continue until ended by Production Company by written notice. Unless Production Company otherwise notifies Artist, the period of suspension shall be deemed excluded in computing the length of the Term.

XIV. Miscellaneous

A. Force Majeure. If, as a result of force majeure, such as , Production Company shall be unable to use or reuse any of the materials produced during any period of the term of this Agreement, then Production Company shall have the right to extend the Term for a period equivalent to the force majeure period, without any additional compensation.

B. Confidential Information. At any time during the Term, Artist shall not disclose to any party (other than his accounting and legal advisers) or use in any manner any confidential or proprietary information obtained under this Agreement, including but not limited to any confidential or proprietary information relating to the Production Company or its business or services, the Show or the Products, and Artist shall not disclose to any party the terms of this Agreement.

C. Indemnity. Production Company agrees to indemnify and hold Artist harmless from and against any and all claims, losses, suits, liabilities, obligations, costs, judgments, penalties, and expenses of any kind (including reasonable legal fees and disbursements) which may be obtained against, imposed upon, or suffered by Artist as a result of any product liability action or action based on misleading or deceptive advertising initiated by governmental or private entities stemming directly or indirectly from Artist’s performance of services in accordance with this Agreement. Artist agrees to indemnify and hold Production Company, its licensee and affiliates and their respective director, officers, employees, representatives, and agents harmless from and against any all damages which may be obtained against, imposed upon or suffered by such indemnified persons as a result of any material breach of any representation, warranty, or covenant contained in this Agreement.

D. Rights and Remedies. All rights and remedies which Production Company may have under this Agreement or by operation of law are cumulative and the pursuit or waiver of one right or remedy shall not be deemed an election to waive or renounce any other right or remedy Production Company may have.

E. Assignment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

F. Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

G. Interviews. Artist agrees that he will not authorize or release advertising or publicity materials, nor will Artist give interviews which make reference to the details of Artist’s engagement under this Agreement, without Production Company’s prior written approval. Notwithstanding the above, Artist may, during interviews, respond, discuss, and comment in a positive manner that Artist is associated with Production Company and Artist may endorse the Products.

H. Notices. Any notice to be given by Production Company to Artist under this Agreement will be deemed sufficiently given if in writing and delivered personally or transmitted by confirmed facsimile or telex, or sent by certified mail to Artist at the address set forth above. Any notice to be given by Artist to Production Company under this agreement will be deemed sufficient if given in the manner set forth in this section to Production Company at [address of Production Company]. Any notice so transmitted, delivered, or mailed shall be deemed to be given on the date it is transmitted or delivered personally and business days following the date it is mailed.

I. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XVI. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XVII. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XVIII. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.