Talent Rider Agreement

TALENT RIDER AGREEMENT

This Talent Rider Agreement ("Rider") is entered into as of Effective Date: by and between Client Name: with primary address at (hereafter "Producer"), and Talent Name: with primary address at (hereafter "Talent").

RECITALS

WHEREAS, Producer is engaged in the planning, production, distribution and exploitation of certain audiovisual content and promotional materials; and

WHEREAS, Producer desires to engage Talent to render performance, personal appearance, voice, and/or other services in connection with one or more productions, events or promotional campaigns as described herein; and

WHEREAS, Talent is willing to provide such services subject to the terms and conditions set forth in this Rider.

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; SERVICES

Producer hereby engages Talent to perform the services described in the attached Exhibit A or, if no Exhibit A is attached, the Services described below. Talent shall perform all Services in a professional manner consistent with industry standards and in accordance with any reasonable directions provided by Producer.

2. TERM AND SCHEDULE

The engagement under this Rider shall commence on Start Date: and continue through End Date: unless earlier terminated in accordance with Section 11 (Termination).

3. COMPENSATION

Producer shall pay Talent total compensation in the amount of Fee: $. Unless otherwise agreed in writing, payments shall be made as follows:

A deposit of Deposit Amount: $ is payable upon execution of this Rider and is non-refundable except as expressly set forth herein.

4. EXPENSES AND TRAVEL

Producer shall reimburse Talent for pre-approved reasonable travel, lodging and meal expenses incurred in connection with the Services, subject to submission of receipts. Maximum reimbursable amount per trip: $ unless otherwise agreed in writing.

5. APPROVAL OF MATERIALS; REHEARSALS

Any script, shooting schedule, wardrobe, makeup, promotional copy or other materials relating to Talent's performance shall be subject to Talent's reasonable approval as to substance that directly affects Talent's public image. Producer shall provide such materials sufficiently in advance to allow Talent to review and approve within Approval Period: days of receipt.

6. PUBLICITY, USE OF NAME, LIKENESS AND INTELLECTUAL PROPERTY

Talent grants Producer a non-exclusive, transferable, worldwide, royalty-free right to use Talent's name, image, likeness, voice, biographical material and performance solely in connection with the Production and related advertising, promotion, and publicity, for the Term and any extension reasonably necessary to exploit the Production. Any use beyond such scope requires separate written consent and compensation.

7. EXCLUSIVITY

During the period of active engagement reasonably related to Producer's Production, Talent shall be: Exclusive or Non-exclusive. If exclusive, the parties agree the exclusivity shall be limited to Territory: and limited to Services as defined herein. Any exceptions or permitted engagements must be pre-approved in writing by Producer (if Producer is exclusive) or Talent (if Talent is exclusive).

8. MORAL AND CONDUCT CLAUSE

Talent agrees to refrain from conduct that would reasonably be expected to cause material public scandal, contempt, or ridicule or would materially impair Talent's ability to perform hereunder. Producer shall provide written notice specifying the conduct and an opportunity for Talent to cure where cure is feasible. Continued material misconduct may constitute a material breach, entitling Producer to terminate this Rider under Section 11.

9. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed in connection with the Services and shall not disclose such information except (a) to its employees, agents or contractors who have a need to know, (b) with prior written consent of the disclosing party, or (c) as required by law. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party.

10. REPRESENTATIONS, WARRANTIES AND AUTHORITY

Talent represents and warrants that Talent has the full right, power and authority to enter into and perform this Rider and to grant the rights and licenses granted herein, and that Talent's performance will not breach the rights of any third party. Producer represents and warrants that it has authority to enter into this Rider and will comply with applicable laws and industry standards in the production and exploitation of the Production.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or obligations under this Rider or from the negligent or willful acts or omissions of such party in connection with the Services.

12. INSURANCE

Producer shall maintain at its expense commercial general liability and, where applicable, production insurance covering the Production and naming Talent as additional insured where reasonable. Talent may provide proof of personal insurance upon request.

13. TERMINATION

Either party may terminate this Rider for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the alleged breach. Producer may immediately terminate for Talent's failure to appear for scheduled services or for conduct that materially impairs the Production. Upon termination, Producer shall pay Talent for all Services performed and reimbursable expenses incurred through the effective date of termination in accordance with this Rider.

14. NOTICES

All notices required or permitted under this Rider shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate in writing:

15. AMENDMENT; WAIVER; COUNTERPARTS

This Rider may only be amended by a written instrument executed by both parties. No failure or delay by either party to exercise any right hereunder shall operate as a waiver of such right. This Rider 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.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Rider shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of law principles. This Rider, together with any referenced exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Rider is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

If any party employs counsel to enforce its rights under this Rider, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. The parties acknowledge that Talent is an independent contractor and nothing herein shall create an employer-employee relationship or joint venture. Talent shall be responsible for all taxes related to amounts paid to Talent hereunder.

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