Agency Agreement for Talent Matters

EXCLUSIVE AGENCY AGREEMENT

Sample Agency Agreement - Modify as Necessary - Generally for talent matters.

This Agreement made and entered into this the day of , 20, by and between ("Agent") and ("Employer").

1. (a) ENLARGEMENT AND TERM: Employer desires to obtain development and enhancement of Employer's professional career. Employer hereby engages Agent as Employer's sole and exclusive personal Agent 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) Employer hereby grants Agent irrevocable consecutive option(s) to extend the term of this agreement for a period of one 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 Agent gives Employer written notice to the contrary.

2. SERVICES: Agent accepts said employment and agrees subject to Employer's availability and cooperation:

(a) To advise and counsel Employer with respect to decisions concerning employment, publicity, selection of literary, Employer and musical material, wardrobe, public relations and advertising, selection of theatrical and booking and advertising, selection of theatrical and booking agencies and/or Employer'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 Employer with relation to the adoption of the proper format for presentation of Employer's talents and in the determination of proper style, mood and setting in keeping with Employer's talents and best interests.

(c) To advise and counsel Employer 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 Agent's reasonable efforts to promote and enhance Employer's professional reputation and standing.

(e) To be available to Employer for consultation and rendition of services to Employer at reasonable times.

3. EXPENSES:

(a) Employer agrees to reimburse Agent for any and all reasonable expenses which Agent may incur on Employer's behalf or on Employer's account, including but not limited to those in connection with postal correspondence, long distance telephone calls, telegrams, publicity materials, and travel expenses on Employer's behalf.

(b) Reimbursement of expenses as aforesaid shall be due within thirty (30) days after receipt by Employer or Employer's financial representative of statements setting forth the nature and amount of Agent's expenses. See paragraph 11, below.

4. COMPENSATION: Since the nature and extent of the success or failure of Employer's career cannot be predetermined, it is Employer's desire that Agent's compensation be determined in such manner as will permit Agent to accept the risk of failure and likewise to benefit to the extent of Employer's success. As compensation for Agent's services, as hereinabove described, Employer agrees to pay Agent the following compensation:

(a) A sum equal to percent (%) of any and all gross monies or other considerations which Employer earns during the term hereof as a result of Employer's activities in and throughout the entertainment, amusement, music, recording and literary fields.

(b) Employer agrees to pay Agent with respect to gross monies or other considerations which Employer 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 Employer 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) Agent shall receive the foregoing compensation whether or not any employment, engagement, contract, agreement or other income producing activity shall have been procured by Employer as a result of Agent'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 Employer earns "gross monies or other considerations" with respect thereto during the time periods set forth in Clause 4(b) above.

(e) Agent's percentage share shall extend to all gross monies or other considerations which Employer 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 Agent IS NOT AN EMPLOYMENT AGENCY OR A THEATRICAL AGENT.

6. INDEPENDENT ACTIVITIES: Agent may have and maintain other interests of any kind in the activities or enterprises of others and Agent shall have the right to render Agent's services to anyone else either in the capacity in which Agent is employed by Employer hereunder or otherwise.

7. EXCLUSIVITY: Employer agrees not to employ during the term hereof any other person or entity to act for Employer in the capacity in which Employer has engaged Agent hereunder.

8. CONSULTATION: Employer shall refer to Agent all verbal or written leads, communications, or requests for the rendition of Employer's services. Employer shall consult with Agent concerning each and every engagement, performance, booking or contract offered to Employer and Employer shall also consult with Agent regarding each engagement, performance, booking or contract that Employer accepts.

9. AUTHORITY: Agent may, on Employer's behalf, do the following: approve and permit any and all publicity and advertising; approve and permit the use of Employer's name, photograph, likeness, voice, sound effect, caricature, literary, Employer and musical materials for purposes of advertising and publicity and in the promotion and advertising of any and all products and services; execute for Employer in Employer's name and/or in Employer's behalf any and all agreements, documents, and contracts for Employer's services, talents and/or Employer, literary and musical materials, collect and receive sums as well as endorse Employer's name to all checks payable to Employer for Employer's services, talents and literary and Employer materials and retain therefrom all sums owed to Agent. Employer shall refer to Agent all verbal or written leads, communications or requests for the rendition of Employer's services in the entertainment, amusement, music, recording and literary fields.

10. FURTHERANCE OF CAREER: Employer agrees at all times to devote Employer to the furtherance of Employer's career and to do all the things necessary and desirable to promote Employer's career and earnings therefrom. Employer will not enter into any agreement or commitment which shall in any manner interfere with Agent's carrying out the terms and conditions of this Agreement.

11. LOANS: Agent is not required to make any loans or advances ("Loaned Funds") to Employer or for Employer's account, but if Agent does so, Employer shall repay them within thirty days from the date of demand by Agent for repayment thereof, and Employer hereby authorizes Agent to deduct the amount of any such loans or advances from any sums Agent may receive for Employer's account. Agent hereby agrees that no repayment of Loaned Funds by Employer shall be required unless and until Employer has received "gross monies or other considerations" as defined in paragraph 12(b), below. The authority granted to Agent 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 Employer'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 Employer'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 Employer, or Employer's heirs, executors, administrators or assigns, or any other person, firm or corporation in Employer's behalf, or in which Employer shall have any interest of any kind. In the event that Employer receives as all or part of Employer's compensation for activities hereunder, stock or the right to buy stock in any corporation or that Employer becomes the packager or owner of all or part of an entertainment property, whether as an individual proprietor, stockholder, partner, joint venturer or otherwise, Agent's percentage shall apply to Employer's said stock, right to buy stock, individual proprietorship, partnership, joint venture or other forms of interest, and Agent shall be entitled to Agent's percentage share thereof. In the event that any corporation, partnership, trust, joint venture, association or proprietorship, or other business entity in which Employer or any member of Employer's family, has a direct or indirect interest, shall receive any compensation for permitting or contracting for the use of Employer's services, name, likeness or endorsement, then such compensation shall be deemed to be "gross monies" received by Employer 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 Employer's activities or services, Employer's name or Employer'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 Employer or in Employer's behalf, or any other person, firm or corporation in which Employer has or shall have any interest of any kind.

(d) The terms "activities," "services," and "interests," shall include any and all of Employer'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 Employer, actor, announcer, composer, conductor, arranger, author, writer, publisher, musician, singer, lyricist, Employer designer, choreographer, cameraman, technician, director, producer, packager, owner of any entertainment package, supervisor, executive or otherwise and shall also include Employer's name, voice, and likeness as aforesaid.

(e) The term "material" shall include any and all material of any kind whatsoever which Employer 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 Employer 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) Agent shall have the right to terminate this Agreement upon written notice to Employer. Employer shall have the right to terminate this Agreement upon thirty days' written notice to Agent, solely upon Employer's physical inability to perform and which such physical inability is of a continuing and permanent nature. (The physical inability of one of the Employer to perform as contemplated hereunder shall in no way effect the enforceability of this Agreement with respect to the other Employer.)

(b) In the event Employer decide to cease performing as contemplated by this Agreement, it is Agent’s sole option to continue this Agreement, or Agent may treat this Agreement as terminated, without further obligation hereunder. Employer herein agrees that should Employer decide to cease performing as contemplated in this Agreement, Employer shall be prohibited from performing for compensation or from entering into another management agreement with anyone other than Agent for a period of three years 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, Agent shall have the right to elect to treat Agent'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 Agent is acting hereunder as an independent contractor.

(c) Employer shall cause any corporation, partnership, trust or other business entity which Employer now owns or controls or may hereafter own or control or in which Employer has a direct or indirect interest of any nature, or which is directly or indirectly controlled by Employer or under the common control of Employer and others (collectively hereinafter "firm") and which firm has the right to Employer's services, to enter into an agreement with Agent on the same terms and conditions as contained in this agreement, and Employer agrees that all gross monies or other considerations directly or indirectly earned or received by such firm in connection with Employer's activities in the entertainment, amusement, music, recording and literary field shall be subject to Agent's commission hereunder. Any agreement with such firm shall provide that such firm has a right to furnish Employer's services on the terms and conditions set forth in this contract, and the firm shall become a party to this contract. Employer shall personally guarantee the obligation of any such firm.

(d) Employer represents and warrants that Employer has been advised of Employer's right to seek legal counsel of Employer's own choosing in connection with the negotiation and execution of this contract.

(e) Employer represents and warrants that Employer is wholly free to enter into this contract and to grant the rights herein granted to Agent, and that Employer is not a party to any agreements, and that Employer does not have any obligations, which conflict with any of the provisions hereof.

(f) All notices to Agent hereunder and payments to Agent hereunder shall be sent to Agent's address written below.

(g) Upon any dispute under or relating to the terms of this Agreement, or the breach by Employer thereof, it is agreed that Agent shall be entitled to recover from Employer any and all costs reasonably incurred by the enforcement hereof including without limitation, reasonable attorneys' fees.

(h) Employer shall at all times defend, indemnify and hold Agent and Agent'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 Employer of any warranty, representation or agreement made by Employer hereunder.

(i) Agent may assign Agent's rights hereunder to any person, firm or corporation.

(j) This Agreement shall be deemed to be executed in the State of Mississippi 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.

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 , 2000.

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 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 , 2000.