Professional Talent Services Contract

PROFESSIONAL TALENT SERVICES CONTRACT

This Professional Talent Services Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: (\"Client\") and Talent Name: with principal address: (\"Talent\").

RECITALS

WHEREAS, Client desires to engage Talent to provide professional talent and performance services as described herein, and Talent represents that Talent has the qualifications, experience and ability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Talent will perform services for Client, including rights in work product, compensation, confidentiality, and termination provisions; and

WHEREAS, the parties intend that Talent perform services as an independent contractor and not as an employee of Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Services. Client hereby engages Talent, and Talent accepts such engagement, to perform the services and produce the deliverables described in the Services Description below (\"Services\"). Talent shall perform the Services in a professional and workmanlike manner consistent with industry standards.

1.2 Schedule. Talent shall perform the Services in accordance with the schedule set forth below or as otherwise mutually agreed in writing.

2. COMPENSATION AND EXPENSES

2.1 Fees. As full compensation for the Services, Client shall pay Talent the fees set forth below. Unless otherwise stated, fees are exclusive of applicable taxes.

2.2 Expenses. Client will reimburse Talent for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of original receipts. Reimbursement requires prior written approval for any single expense exceeding .

2.3 Invoicing and Payment. Talent shall submit invoices in accordance with the parties' agreed billing schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3. INDEPENDENT CONTRACTOR; TAXES

3.1 Relationship. The parties acknowledge and agree that Talent is an independent contractor, not an employee, partner or agent of Client. Talent shall be solely responsible for all federal, state and local taxes, insurance and other obligations arising from the compensation paid to Talent.

3.2 Benefits. Talent is not entitled to any employee benefits from Client, including but not limited to health insurance, retirement benefits, paid vacation or sick leave.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other relating to business operations, trade secrets, creative concepts, technical information, financial information, or other information that is designated confidential or that reasonably should be understood to be confidential.

4.2 Non-Disclosure. The receiving party shall maintain the confidentiality of Confidential Information and shall not use or disclose such information except as necessary to perform under this Agreement or with the disclosing party's prior written consent. The obligations under this Section shall survive for years following termination of this Agreement.

5. INTELLECTUAL PROPERTY; OWNERSHIP

5.1 Work Product. Subject to full payment of all amounts due hereunder, Talent hereby irrevocably assigns and transfers to Client all right, title and interest in and to any and all tangible and intangible Work Product created by Talent specifically for Client under this Agreement. "Work Product" includes but is not limited to recordings, scripts, photographs, designs, creative concepts, and other materials prepared in connection with the Services.

5.2 Pre-Existing Materials. Talent shall retain ownership of Talent's pre-existing materials, know-how, and trade secrets. To the extent any pre-existing materials are incorporated into the Work Product, Talent grants Client a perpetual, irrevocable, royalty-free, worldwide license to use such pre-existing materials as incorporated in the Work Product.

5.3 Moral Rights. Talent hereby waives and agrees not to assert any moral rights or droit moral in connection with the Work Product to the fullest extent permitted by law.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Talent represents and warrants that (a) the Services and Work Product will be original to Talent and will not infringe or misappropriate any third party rights; and (b) Talent has obtained all necessary rights, releases and consents from any third parties whose contributions are included in the Work Product.

7. INDEMNIFICATION

7.1 Talent Indemnity. Talent shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Services or Work Product infringe any third party intellectual property right or arise from Talent's gross negligence or willful misconduct.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Talent from and against any claims, damages or liabilities arising from Client's use of the Work Product beyond the scope of this Agreement or from Client's negligence or willful misconduct.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, fraud, or indemnification obligations under Section 7, neither party shall be liable to the other for any indirect, incidental, consequential, punitive or special damages, including loss of profits. The total aggregate liability of each party for any claim arising under this Agreement shall not exceed the total fees actually paid by Client to Talent under this Agreement during the twelve (12) months preceding the event giving rise to liability.

9. TERM; TERMINATION; EFFECT OF TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until the completion of the Services unless earlier terminated in accordance with this Section.

9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of such termination Client shall pay Talent for all Services performed and approved expenses incurred through the effective date of termination.

9.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

9.4 Effect of Termination. Upon termination, Talent shall deliver to Client all Work Product for which Client has paid. Sections concerning confidentiality, ownership, indemnification, limitation of liability, governing law and any other provisions that by their nature survive termination shall survive.

10. NON-SOLICITATION

During the Term and for a period of months thereafter, neither party shall directly solicit for employment or engagement the other party's personnel or independent contractors who were materially involved in the performance of Services under this Agreement, provided that general solicitations not specifically targeted at such persons are permitted.

11. NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law rules. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, strikes, governmental restrictions, epidemics, or other force majeure events; provided that the affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

SIGNATURES

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