Talent Agreement Template

TALENT AGREEMENT

This Talent Agreement ("Agreement") is made and entered into as of by and between Company: , a with principal place of business at , and Talent: , an individual residing at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Company is engaged in the production, distribution, or promotion of the project titled (the "Project"); and

WHEREAS, Talent has certain skills, experience and reputation as a performer, presenter, model or other creative professional and is willing to provide services for the Project on the terms and conditions set forth herein; and

WHEREAS, Company desires to engage Talent to render services and Talent desires to render such services for the compensation and subject to the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Company hereby engages Talent, and Talent accepts engagement, to perform the services described in this Agreement and any attached statement of work. Talent shall perform services as an independent contractor and not as an employee.

1.2 Services. Talent shall provide the following services:

2. TERM

The term of this Agreement shall commence on and shall continue through unless earlier terminated in accordance with Section 11.

3. COMPENSATION; EXPENSES

3.1 Fee. As full compensation for the services, Company shall pay Talent a fee of $ (the "Fee"), payable as follows:

3.2 Expenses. Company shall reimburse Talent for pre-approved, reasonable out-of-pocket expenses directly incurred in connection with performance of services. Pre-approval shall be in writing. Expense reimbursement is subject to submission of receipts within days of incurrence.

4. WORK PRODUCT; INTELLECTUAL PROPERTY

4.1 Ownership. Except as explicitly provided otherwise in writing, all materials, deliverables, recordings and works of authorship created by Talent in the performance of services (collectively, "Work Product") shall be deemed "work made for hire" and all right, title and interest in and to the Work Product shall vest in Company. To the extent any Work Product is not a work made for hire, Talent hereby irrevocably assigns and transfers all right, title and interest in such Work Product to Company.

4.2 Moral Rights. Talent hereby waives and agrees not to assert any moral rights or similar rights in the Work Product and shall execute any instruments Company reasonably requests to evidence or effect such waiver and assignment.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including project materials, scripts, business plans, budgets and marketing strategies.

5.2 Nondisclosure. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except as to trade secrets, which shall remain protected for as long as permitted by law.

6. EXCLUSIVITY; PUBLICITY; CREDIT

6.1 Exclusivity. Talent shall not render services that materially conflict with the performance obligations under this Agreement during the Term, provided such restriction is limited to the Project activities and geographic regions required by Company. Specific restrictions:

6.2 Publicity. Talent consents to Company’s use of Talent’s name, image and likeness in connection with exploitation of the Project, subject to prior written approval of any promotional materials that materially alter Talent’s persona. Credit to Talent shall be as follows:

7. REPRESENTATIONS AND WARRANTIES

7.1 Talent Representations. Talent represents and warrants that Talent has the full right, power and authority to enter into this Agreement, that Talent’s performance will not violate any agreement with a third party, and that Talent’s performance will conform to professional standards.

7.2 Company Representations. Company represents and warrants that it has the authority to engage Talent and that it will provide necessary cooperation and access to materials required for Talent to perform.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of the Indemnifying Party’s breach of this Agreement, negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability resulting from willful misconduct or a breach of the confidentiality or intellectual property provisions, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The Parties’ aggregate liability shall not exceed the total fees actually paid to Talent under this Agreement.

9. INSURANCE; COMPLIANCE

Talent shall maintain at its expense all insurance reasonably necessary for the performance of services, including general liability and, where applicable, workers’ compensation, and shall provide certificates upon Company’s request. Talent shall comply with all applicable laws, rules and regulations in performing services.

10. TERMINATION

10.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice.

10.2 For Convenience. Company may terminate this Agreement for convenience upon days’ written notice to Talent, in which event Talent shall be compensated for services rendered and reasonable non-cancellable commitments incurred through the effective date of termination.

11. NOTICES

Company Notice Contact

Talent Notice Contact

Notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, by certified mail (return receipt requested), or by electronic mail with confirmation of transmission to the addresses set forth above or as later designated in writing.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

13.1 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the maximum extent possible, the original economic, legal and commercial objectives.

13.3 Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any breach or default shall not constitute a waiver of any other or subsequent breach or default.

14. 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 means shall be binding.

15. MISCELLANEOUS

The Parties acknowledge that the remedies at law for breach of certain provisions of this Agreement (including Sections 4 and 5) may be inadequate and that the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

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