Talent Agreement Form

TALENT AGREEMENT

This Talent Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: , a company organized under the laws of (the "Company"), and Talent Name: (the "Talent"). Company and Talent are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company produces or commissions content, live performances, recordings, promotional materials or other creative works (the "Project") and desires to engage Talent to perform services as set forth herein; and

WHEREAS, Talent possesses the skills, experience, and professional qualifications necessary to perform the services described in this Agreement and is willing to provide such services to Company on the terms and conditions set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to Talent's services, compensation, ownership of deliverables and related matters.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Company hereby engages Talent, and Talent accepts engagement, to perform the services described in Section 1.2 (the "Services") on the terms and conditions of this Agreement. Talent shall perform the Services in a professional manner consistent with industry standards.

1.3 Exclusivity. Talent's engagement is exclusive to Company during the Term except as set forth herein. If non-exclusive, check to indicate:

2. TERM

2.1 Term. The Agreement shall commence on Commencement Date: and shall continue until Completion Date: , unless earlier terminated in accordance with Section 10.

3. COMPENSATION

3.1 Fee. As full compensation for the Services, Company shall pay Talent a fee in the total gross amount of (the "Fee"), subject to the payment schedule below. The Fee covers all services and deliverables described in Section 1.2 unless otherwise agreed in writing.

3.3 Withholding and Taxes. Talent is responsible for payment of all federal, state and local taxes arising from the Fee. Company may withhold amounts as required by applicable law.

4. EXPENSES

4.1 Pre-Approved Expenses. Company will reimburse Talent for reasonable and necessary pre-approved expenses incurred in performance of the Services upon submission of receipts. Reimbursement is capped at unless otherwise authorized in writing.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

5.1 Ownership. All tangible and intangible work product created or developed by Talent specifically for the Project and paid for by Company (the "Work Product") shall be deemed a "work made for hire" to the fullest extent permitted by law. To the extent any Work Product is not a work made for hire, Talent hereby irrevocably assigns and transfers to Company all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights.

5.2 Moral Rights. To the extent permitted by law, Talent waives and agrees not to assert any moral rights or similar rights in the Work Product against Company and its licensees, successors and assigns.

5.3 License Back. If any portion of the Work Product is not assignable, Talent grants Company an exclusive, perpetual, worldwide, transferable, sublicensable license to use, reproduce, modify and distribute such Work Product in any media now known or hereafter devised.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. Talent shall not disclose, use, or permit the use of Confidential Information except as necessary to perform the Services. This obligation survives termination of this Agreement for a period of three (3) years, except as to trade secrets, which remain protected for so long as they remain trade secrets.

7. REPRESENTATIONS AND WARRANTIES

7.1 Talent represents and warrants that: (a) Talent has full right and authority to enter into this Agreement and to grant the rights granted herein; (b) Talent's performance will not infringe or misappropriate any third-party rights; and (c) Talent will comply with all applicable laws and professional standards in performing the Services.

7.2 Company represents and warrants that it has the right to engage Talent and that use of the Work Product in accordance with this Agreement will not violate any material agreement of Company.

8. INDEMNIFICATION

8.1 Talent shall indemnify, defend and hold harmless Company and its officers, directors, agents and employees from and against all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Work Product or Talent's performance infringes, misappropriates or violates the rights of a third party or results from Talent's gross negligence or willful misconduct.

8.2 Company shall indemnify Talent to the extent any claim arises from Company's use of the Work Product in a manner inconsistent with this Agreement or from Company's gross negligence or willful misconduct.

9. INSURANCE

9.1 Talent shall maintain at its expense commercial general liability insurance and, where applicable, workers' compensation insurance in amounts customary for the industry and sufficient to cover liabilities that may arise under this Agreement. Upon request, Talent will provide certificates of insurance to Company.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date.

10.2 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 thirty (30) days after receipt of written notice specifying the breach.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, return receipt requested, or recognized overnight courier. Notices shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

15. SEVERABILITY

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

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Execution by electronic signature, facsimile or other electronic means shall have the same force and effect as an original signature.

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