Talent Services Contract

TALENT SERVICES CONTRACT

This Talent Services Contract (the "Agreement") is entered into as of Effective Date: by and between Company Name: whose principal place of business is (hereinafter "Company"), and Talent Name: with address (hereinafter "Talent"). Company and Talent may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Company produces and distributes content and requires professional services and performance by Talent for certain productions, campaigns, appearances, or related activities (the "Productions"); and

WHEREAS, Talent represents that Talent possesses the skills, experience, and availability to perform the Services described herein and desires to render such services to Company on the terms and conditions set forth below; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to Talent's engagement by Company.

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

1. ENGAGEMENT; SERVICES

1.1 Engagement. Company hereby engages Talent, and Talent accepts such engagement, to perform the services described in Section 1.2 (the "Services") on the terms set forth in this Agreement. Talent shall provide the Services as an independent contractor and not as an employee of Company.

1.2 Scope of Services. Talent shall perform the following services:

2. TERM AND SCHEDULE

2.1 Term. The term of this Agreement shall commence on Effective Date: and shall continue until completion of the Services or earlier termination as provided herein.

2.2 Schedule. Talent shall perform the Services in accordance with the schedule reasonably requested by Company, subject to Talent's prior commitments and reasonable availability. Specific dates and times for appearances, recordings, or rehearsals shall be provided via written notice as set forth in Section 15.

3. COMPENSATION AND EXPENSES

3.1 Payment Terms. Company shall pay Talent the compensation set forth above in accordance with the following schedule:

3.2 Invoices. Talent shall submit invoices to Company in accordance with the payment schedule. Company shall pay all undisputed invoices within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. INDEPENDENT CONTRACTOR; TAXES

Talent acknowledges and agrees that Talent is an independent contractor and not an employee, agent, joint venturer, or partner of Company for any purpose. Talent shall be solely responsible for all federal, state and local taxes, contributions, or premiums on payments made hereunder, including but not limited to income taxes and self-employment taxes.

5. RIGHTS, OWNERSHIP AND LICENSE

5.1 Work Product. All original artworks, recordings, photographs, video, scripts, and other materials prepared by Talent specifically for the Productions and for which Company pays consideration (collectively, the "Work Product") shall be considered "work made for hire" to the extent permitted by applicable law. To the extent any Work Product is not a work made for hire, Talent assigns and hereby irrevocably transfers to Company all right, title and interest in and to such Work Product, including copyrights and moral rights, worldwide.

5.2 License Back. Company grants Talent a non-exclusive, non-transferable, revocable license to use short clips or still images for Talent's self-promotion, provided such use does not conflict with Company’s commercial exploitation or confidential information and is subject to Company's prior written approval for commercial third-party endorsements.

6. CONFIDENTIALITY

Talent shall maintain in strict confidence and shall not use, disclose or permit the use or disclosure of any confidential or proprietary information furnished by Company, including but not limited to unpublished scripts, treatment materials, budgets, marketing plans, and business strategies ("Confidential Information"), except as required to perform the Services. This obligation shall survive termination of this Agreement for a period of three (3) years or for so long as such information remains confidential under applicable law.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Talent represents and warrants that Talent has the full right, power and authority to enter into this Agreement and to grant the rights granted herein; that Talent's performance will not infringe or misappropriate any third party rights; and that Talent is under no contractual or other restriction that would prevent performance of the Services. Company represents and warrants that it has the authority to engage Talent and to grant the rights set forth in this Agreement.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all third-party claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant herein, or from the Indemnifying Party's negligence or willful misconduct in connection with performance under this Agreement.

9. INSURANCE

During the term of this Agreement, Talent shall maintain at Talent's expense commercial general liability insurance and any other coverage reasonably required by Company for the Services. Upon request, Talent shall provide certificates of insurance evidencing such coverage.

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

10.2 Termination for Convenience. Company may terminate the engagement for convenience upon seven (7) days' prior written notice to Talent, in which case Company shall pay Talent for Services performed and all reasonable, non-cancelable costs incurred through the effective date of termination.

11. PUBLICITY; MORAL RIGHTS

Talent grants Company the right to use Talent's name, likeness and biographical material in connection with the advertising, promotion and exploitation of the Productions. Talent hereby irrevocably waives and assigns any moral rights in the Work Product to the maximum extent permitted by law.

12. NON-EXCLUSIVITY

Unless otherwise expressly agreed in writing, Talent's engagement is non-exclusive. Talent may accept other engagements so long as such engagements do not materially interfere with Talent's obligations under this Agreement or violate any confidentiality or exclusivity obligations herein.

13. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the Parties at the addresses set forth below or at such other address as either Party may designate by notice to the other.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; VENUE

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. Any dispute arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located within the county of .

16. ENTIRE AGREEMENT; SEVERABILITY

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

17. MISCELLANEOUS

17.1 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided the affected Party gives prompt written notice to the other Party and uses commercially reasonable efforts to resume performance.

17.2 Assignment. Talent may not assign or delegate its rights or obligations under this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or successor without Talent's consent provided such assignee assumes Company’s obligations hereunder.

18. REPRESENTATIVE CONTACTS

ENTITY TYPE

Indicate Talent's entity type (select all that apply):

Individual Corporation LLC Other

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