Talent Agreement Contract

TALENT AGREEMENT CONTRACT

This Talent Agreement Contract ("Agreement") is made as of between Company Name: with principal address ("Company"), and Talent Name: with address ("Talent"). Company and Talent are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company produces, develops, and commercializes audiovisual content, promotional materials, live appearances, and other media requiring performance, appearance, or other services from contracted talent; and

WHEREAS, Talent is engaged in the business of providing services as an on-camera talent, performer, model, voice artist, or presenter and represents that Talent has the requisite skill, experience, and authority to perform the services described herein; and

WHEREAS, Company desires to engage Talent on the terms and conditions set forth below, and Talent is willing to provide such services on those terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. ENGAGEMENT

1.1 Engagement. Company hereby engages Talent to perform the services described in Section 2 (the "Services"), and Talent accepts such engagement as an independent contractor, subject to the terms of this Agreement.

2. SERVICES; DELIVERABLES

2.1 Description of Services. Talent shall provide the following services and deliverables to Company:

2.2 Schedule. Talent shall render Services on the dates and times agreed in writing by the Parties. Initial engagement term: Start Date through End Date

3. COMPENSATION AND PAYMENT

3.1 Fee. Company shall pay Talent a fee of for the Services, payable as follows:

3.2 Taxes and Withholding. Talent is responsible for all federal, state and local taxes, contributions, and withholdings arising from payments to Talent. Company will not withhold payroll taxes on Talent's behalf.

4. EXPENSES

4.1 Pre-Approved Expenses. Company will reimburse Talent for reasonable, documented, pre-approved out-of-pocket expenses incurred in connection with the Services in accordance with Company’s expense policies. Reimbursement cap per engagement:

5. OWNERSHIP; WORK PRODUCT

5.1 Assignment. To the extent permissible by law, Talent hereby assigns and agrees to assign to Company all right, title and interest in and to any and all works, deliverables, recordings, photographs, scripts, and other materials created, prepared or delivered by Talent in connection with the Services (collectively, the "Work Product"), including all copyright and other intellectual property rights therein.

5.2 Pre-Existing Materials. Talent shall identify in writing any pre-existing materials or third-party materials it intends to incorporate into the Work Product. Such pre-existing materials remain owned by Talent or third parties and shall be licensed to Company on a royalty-free, worldwide, perpetual basis sufficient for Company’s intended use unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party acknowledges that it may receive confidential, proprietary or non-public information of the other Party ("Confidential Information"). A Party shall not disclose, publish or use the other Party's Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, or that is rightfully received from a third party without restriction.

6.2 Duration. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets and proprietary business strategies shall be protected for as long as they remain trade secrets under applicable law.

7. PUBLICITY; NAME AND LIKENESS

7.1 Use. Talent grants Company the irrevocable, perpetual, royalty-free right to use, reproduce, distribute, publicly display and publicly perform Talent’s name, voice, likeness, image and biographical information in connection with the Work Product and Company’s promotion of the Work Product in all media now known or hereafter devised.

7.2 Approval Rights. Where Talent requires approval of final artwork or edits, such approval must be requested in writing no later than after delivery; failure to respond within that period will be deemed approval.

8. REPRESENTATIONS AND WARRANTIES

8.1 Talent Warranties. Talent represents and warrants that: (a) Talent has the full right, power and authority to enter into and perform this Agreement; (b) the Services and Work Product will be original to Talent and will not infringe the rights of any third party; and (c) Talent will comply with all applicable laws in performing the Services.

8.2 Company Warranties. Company represents and warrants that it has the authority to engage Talent and that the use of the Work Product as contemplated by this Agreement will not violate any material agreement or obligation of Company.

9. INDEMNIFICATION

9.1 Indemnification by Talent. Talent shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages or expenses (including reasonable attorneys' fees) arising out of any breach of Talent’s representations, warranties or obligations under this Agreement, including third-party claims of infringement arising from Talent’s Work Product.

9.2 Indemnification by Company. Company shall indemnify, defend and hold harmless Talent from and against any claims, liabilities, losses, damages or expenses arising out of Company’s gross negligence, willful misconduct, or material breach of this Agreement.

10. INSURANCE

If applicable to the Services, Talent shall maintain general liability and, where appropriate, workers’ compensation insurance in amounts customary for Talent's trade and provide evidence of such insurance upon Company’s request.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than prior to the effective termination date. On termination for convenience, Company shall pay Talent for Services performed through the effective date.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of the breach.

12. INDEPENDENT CONTRACTOR

The Parties expressly agree that Talent is an independent contractor and not an employee, agent, joint venturer or partner of Company. Talent has no authority to bind Company. Talent is responsible for all taxes, withholdings and other statutory or contractual obligations of an independent contractor.

13. NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either Party may designate in writing.

14. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party; provided, however, Company may assign this Agreement to an affiliate or to any successor by merger or acquisition provided that such assignee assumes Company’s obligations hereunder.

15. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or written instruments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. If any provision of this Agreement is held unenforceable, illegal or invalid, the remaining provisions shall remain in full force and effect.

17. AMENDMENT; WAIVER

No amendment, modification or supplement to this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

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 means (including PDF or facsimile) shall be deemed original signatures.

19. MISCELLANEOUS

The Parties acknowledge that each has had the opportunity to consult with counsel and that the terms of this Agreement will be construed fairly and not strictly for or against any Party. Headings are for convenience only and do not affect interpretation.

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