Talent Agency Representation Agreement

Talent Agency Representation Agreement

This Talent Agency Representation Agreement (the "Agreement") is made as of Effective Date: by and between Agency Name: , Entity Type: Corporation LLC Individual, with principal place of business at Agency Address: (hereinafter "Agent"), and Talent Name: , residing at Talent Address: (hereinafter "Talent").

RECITALS

WHEREAS, Agent is in the business of representing performers, models, and other creative talent in procuring engagements, employment, appearances and related opportunities in the entertainment, advertising, and media industries; and

WHEREAS, Talent has engaged Agent to provide representation and to solicit, negotiate and procure engagements on Talent's behalf under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to Agent's representation of Talent.

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

1. APPOINTMENT; SCOPE OF REPRESENTATION

1.1 Appointment. Talent hereby appoints Agent as Talent's exclusive representative for the purpose of procuring engagements, employment, auditions, and opportunities in the fields of motion pictures, television, commercials, theater, live appearances, endorsements, sponsorships, and related media (collectively, "Opportunities"), subject to the terms of this Agreement. Agent accepts such appointment and agrees to use commercially reasonable efforts to procure Opportunities for Talent.

1.2 Territory. The appointment applies within the Territory: , unless otherwise mutually agreed in writing.

2. TERM

2.1 Initial Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of Term (months): months, unless earlier terminated in accordance with Section 7.

2.2 Renewal. This Agreement shall automatically renew for successive renewal periods of Renewal Term (months): months unless either party provides written notice of non-renewal at least Notice Period (days): days prior to the expiration of the then-current term.

3. EXCLUSIVITY

3.1 Exclusive Representation. Check the applicable option: Exclusive representation by Agent Non-exclusive representation (Talent may engage others)

3.2 Conflicts. Talent shall not permit Agent to represent Talent's interests in a manner that would create a material conflict of interest without the prior written consent of Talent. Agent shall disclose to Talent any material potential conflicts promptly upon discovery.

4. SERVICES OF AGENT

4.1 Services. Agent shall actively solicit and negotiate Opportunities on behalf of Talent, advise Talent regarding terms and market conditions, submit materials and make introductions, and consult with Talent concerning business opportunities. Agent is not obligated to accept any Opportunity on Talent's behalf unless authorized in writing.

4.2 Authority. Talent authorizes Agent to negotiate terms, to receive offers on Talent's behalf, and to forward offers to Talent for acceptance. Talent retains final authority to accept or reject any Opportunity.

5. COMPENSATION; EXPENSES; PAYMENT

5.1 Commission. Talent shall pay Agent a commission of Commission Rate (%): percent of gross compensation actually received by Talent from any Opportunity procured or negotiated by Agent during the Term and for any Opportunity entered into during the Term, regardless of when payment is made.

5.2 Payment; Timing. Commissions shall be due and payable within Payment Period (days): days after Talent's receipt of funds. If Talent receives payment in installments, Agent's commission shall be payable as each installment is received.

5.3 Expenses. Agent shall not incur material out-of-pocket expenses on behalf of Talent without Talent's prior written approval. Approved expenses shall be reimbursed by Talent within 30 days of submission of reasonable documentation.

6. INTELLECTUAL PROPERTY; USE OF NAME AND LIKENESS

6.1 Ownership. Talent retains ownership of Talent's name, image, likeness, voice and any pre-existing materials. Agent acquires no ownership interest in such rights by virtue of this Agreement.

6.2 Marketing. Talent grants Agent a limited, non-exclusive license to use Talent's name, biographical material, photographs and promotional materials solely for the purpose of soliciting Opportunities and promoting Talent to prospective employers, subject to Talent's prior approval for commercial endorsements and promotional arrangements.

7. TERMINATION

7.1 Termination for Convenience. Either party may terminate this Agreement without cause upon written notice delivered at least Termination Notice (days): days prior to the intended termination date.

7.2 Termination for Material Breach. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

7.3 Post-Term Commissions. Notwithstanding termination, Agent shall be entitled to commissions on any Opportunity procured or negotiated by Agent during the Term if Talent receives payment after termination, subject to the commission provisions of Section 5.

8. CONFIDENTIALITY

8.1 Confidential Information. "Confidential Information" means non-public business information, negotiation terms, contact lists, and other trade secrets disclosed by one party to the other in connection with this Agreement. Each party shall hold Confidential Information in confidence and shall not disclose it to third parties except as necessary to perform this Agreement or as required by law.

8.2 Exclusions. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party or is rightfully obtained from a third party without breach of an obligation of confidentiality.

9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

9.1 Representations. Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder; that performance will not violate any other agreement to which it is a party; and that it will comply with applicable laws.

9.2 Indemnification. Talent shall indemnify, defend and hold Agent harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Talent's breach of this Agreement, Talent's negligent or willful acts, or any representation made by Talent that is untrue. Agent shall indemnify Talent for claims arising from Agent's gross negligence or willful misconduct.

10. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify in writing pursuant to this Section. Notices shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

11.2 Waiver. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with any written attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' original intent.

13. MISCELLANEOUS

13.1 Independent Contractor. Agent is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship except as expressly set forth herein.

13.2 Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Agent may assign its rights to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

13.3 Remedies. The parties acknowledge that monetary damages may be inadequate to compensate for a breach of certain provisions of this Agreement, and each party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

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