Legal Creative Representation Agreement

LEGAL CREATIVE REPRESENTATION AGREEMENT

This Creative Representation Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Entity Type: , with principal address: ; and Representative Name: , Representative Entity Type: , with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client is the creator and owner of certain creative works, concepts, materials and performances described as: (the "Works");

WHEREAS, Representative is engaged in the business of representing creative talent and providing services including promotion, negotiation and licensing assistance, and possesses the experience, contacts and capability to secure opportunities for the Works; and

WHEREAS, Client desires to engage Representative to act as Client's non-exclusive or exclusive (as set forth below) representative for the purpose of procuring exploitation, licensing, sales and other opportunities for the Works, and Representative is willing to provide such representation on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. APPOINTMENT; SCOPE OF REPRESENTATION

1.1 Appointment. Client hereby appoints Representative to act as Client's representative to solicit, negotiate and secure opportunities to exploit the Works, including but not limited to licensing, distribution, performance and merchandising (collectively, the "Engagement").

1.2 Duties. Representative shall use commercially reasonable efforts to promote the Works, to pursue opportunities reasonably consistent with the Client's stated objectives, to present offers to Client promptly, and to obtain Client's written approval prior to entering into any agreement obligating the Client or transferring ownership rights in the Works.

1.3 Limitations. Representative has no authority to sign or bind Client to any agreement without Client's prior written consent. Representative shall not assign or license ownership of the Works on behalf of Client except as expressly authorized in writing.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of (the "Initial Term"), unless earlier terminated as provided herein. Thereafter the Agreement shall .

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Termination for cause shall not relieve the breaching Party of liability for damages resulting from the breach.

2.3 Termination Without Cause. Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party; provided that Representative shall remain entitled to commissions on any agreements solicited or negotiated by Representative prior to the effective date of termination in accordance with Section 4.

3. COMPENSATION AND EXPENSES

3.1 Commission. As full and complete compensation for Representative's services, Client shall pay Representative a commission equal to of Gross Receipts actually received by Client from agreements procured, negotiated or introduced by Representative during the Term and for following termination with respect to deals initiated during the Term. "Gross Receipts" means all consideration actually received by Client in cash or other value in respect of licensed exploitation of the Works, less only customary and documented third-party deductions (e.g., taxes withheld, third-party manufacturing costs).

3.2 Payment Terms. Representative shall invoice Client for commissions due, and Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of or the maximum permitted by law, whichever is less.

3.3 Expenses. Client shall reimburse Representative for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Engagement upon submission of receipts. Representative shall obtain Client's prior written approval for any single expense exceeding .

4. DELIVERABLES; APPROVALS

4.1 Deliverables. Representative shall provide the services described in the Deliverable Schedule:

4.2 Approval. Client shall have the right to approve all material terms of exploitation and any third-party agreements affecting ownership or creating substantial obligations. Client's approval shall not be unreasonably withheld or delayed.

5. OWNERSHIP, LICENSES AND RIGHTS

5.1 Ownership. Except for limited licenses expressly granted in this Agreement, Client retains all right, title and interest in and to the Works, including all copyrights, trademarks and moral rights, subject only to the rights expressly granted to Representative herein.

5.2 Limited License to Representative. Client grants to Representative a non-exclusive, non-transferable, limited license to use the Works solely to the extent necessary to perform the Engagement and to promote, market and negotiate deals on behalf of Client during the Term. Representative shall not use the Works for any other purpose without Client's prior written consent.

5.3 Assignment by Client. Client shall not assign ownership of the Works or grant any rights inconsistent with this Agreement without prior notice to Representative where such assignment would materially affect commissions due under this Agreement.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other relating to business plans, negotiations, offers, creative concepts, financial terms, or other proprietary matters, whether disclosed orally, in writing, or electronically.

6.2 Obligation. Each Party shall hold the other's Confidential Information in strict confidence and shall not disclose it to third parties except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

6.3 Exceptions. Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) lawfully received from a third party without restriction, or (c) independently developed by the receiving Party without use of Confidential Information. A Party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing Party to permit seeking a protective order.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

7.2 Client Warranties. Client represents and warrants that it is the sole owner of the Works or has secured all authorizations necessary to grant the rights and licenses herein, and that the Works do not infringe the rights of any third party. Client shall notify Representative promptly of any claim alleging infringement.

8. INDEMNIFICATION AND INSURANCE

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Representative and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of representations or warranties, or from the content or ownership of the Works.

8.2 Indemnification by Representative. Representative shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Representative's gross negligence or willful misconduct in performing the Engagement.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality, wilful misconduct, or obligations to indemnify, neither Party shall be liable to the other for any special, incidental, consequential or punitive damages. The aggregate liability of each Party for any claim arising out of this Agreement shall be capped at the greater of (a) the total commissions paid to Representative under this Agreement in the twelve (12) months preceding the event giving rise to the claim, or (b) .

10. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or such other address as a Party may designate by written notice). Notices shall be deemed given upon personal delivery, one business day after delivery by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in under commercially reasonable arbitration rules, unless the Parties mutually agree otherwise in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that comes closest to the Parties' intent.

14. MISCELLANEOUS

14.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship other than the limited authority expressly granted herein.

14.2 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided that Representative may assign to an affiliate or in connection with a sale of substantially all of its business.

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