This personal management agreement is between , an individuala(n) (the "Manager") and , an individuala(n) (the "Talent").
The Talent is engaged in .
The Manager is engaged in the business of providing personal management services to talent in the entertainment industrysports industryentertainment and sports industries.
The Talent wishes to engage the Manager to advise the Talent, and direct and manage the development of the Talent's career.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
- (a) Engagement. The Talent hereby engages the Manager, and the Manager hereby accepts the engagement, to serve as the Talent's exclusive personal manager, representative, and advisor, throughout the world and perform the services described in this agreement in connection with this management (the "Services").
- (b) Services. Without limiting the scope of Services described in subsection(a), the Manager shall:
- (i) be available at reasonable times and places to counsel the Talent on the Talent's career goals;
- (ii) at the Talent's direction, or as authorized in section 5, use best efforts to supervise the Talent's professional career, effectuate the Talent's decisions, and represent the Talent;
- (iii) devote as much productive time, energy, and ability to the performance of its duties and the powers and authorities granted under this agreement as may be necessary to provide the required Services;
- (iv) perform the Services in a reasonable manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel;
- (v) notify the Talent's attorney of any matter that may require legal attention;
- (vi) advise and counsel the Talent about:
- A. matters relating to publicity, public relations, sponsorships, endorsements, advertising, and
- B. the selection of literary, musical, or similar materials to showcase the Talent's abilities and talents;
- C. the selection of other talent to assist or accompany the Talent;
- D. the Talent's physical appearance, wardrobe, and other material;
- E.D. the selection of agencies, agents, firms, and other entities to represent the Talent or
- procure employment for the Talent;
- F.E. policies and practices in the entertainment industrysports industryentertainment and sports industries;
- G.F. business negotiations and dealings relating to the Talent's career; and
- (vii) pursuant to the irrevocable power of attorney granted by the Talent to the Manager in section 5 below and after obtaining the Talent's consent in each instance:
- A. approve and permit the use of the Talent's name, likeness, photograph, voice, recording, and other
- material in advertising, publicity, or the promotion of any products and services;
- B. sign and deliver any agreement either relating to the Talent's services and talents or to effectuate
- any decision of the Talent;
- C. engage, supervise, and discharge any talent agents, employment agencies, or other entities or
- individuals to perform services or obtain contracts, deals, engagements, or employment for the
- D. represent the Talent in business negotiations and dealings; and
- E. until the Talent retains an accountant or financial representative, collect and receive money payable
- to the Talent and endorse the Talent's name on and deposit any checks payable to the Talent for the
- Talent's services, and retain any amounts owed to the Manager. The Manager shall provide the Talent
- with a monthlyquarterly statement detailing the Commission, as defined in section 3 below, collected,
- received, and deposited by the Manager on the Talent's behalf and any permissible deductions taken,
- including for the Commission, as defined in section 3 below.
- (c) Legal Compliance. The Manager shall perform the Services in accordance with standards prevailing in the industry, and in accordance with applicable laws, rules, or regulations. The Manager shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations, and the Manager shall obtain all permits or permissions required to comply with these standards, laws, rules, or regulations.
- (d) Talent's Obligations. The Talent shall:
- (i) engage the Manager to be the Talent's exclusive personal manager of the Talent's career;
- (ii) be solely responsible for payment of all of the Talent's union dues, publicity costs, promotion or exploitation expenses (with prior consent), traveling expenses (with prior consent), wardrobe expenses, and other expenses related to the Talent's career, including reasonable expenses arising from the performance of the Services by the Manager;
- (iii) assist and cooperate with the Manager to enable the Manager to provide the Services;
- (iv) do all things necessary and desirable to promote and further the Talent's career;
- (v) inform the Manager of any employment opportunities or inquiries the Talent receives; and
- (vi) use proper agencies to obtain employment opportunities and engagements and instruct those agencies to remit any compensation received by them to the Manager on the Talent's behalf.
2. TERM AND TERMINATION
- (a) Term. This agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with subsection(b) below, for a period of months (the "Initial Term"). The agreement will renew automatically for up to additional period(s) of months, unless either partythe Manager provides days' written notice of its intent not to renew before the end of the then-current term (each, an "Option Term").
- (b) Termination. This agreement may be terminated:
- (i) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach;
- (ii) by either party at any time and without prior notice if the other party is convicted of any crime or offense or is guilty of serious misconduct in connection with its performance under this agreement; or; or.;
- (iii) automatically, on the death of the Talent.; or
- (iv)(iii) by the Talent at any time on written notice to the Manager if the following fails to occur within months of the Effective Date: .
- (c) Responsibilities after Termination. Following the termination of this agreement for any reason, except by the Talent under subsection(iv) above, except by the Talent under subsection(iii) above, the Talent shall pay the pay the Manager any outstanding Commission (as defined below) owed to the Manager for Services rendered before the effective date of the termination.
- (a) Commission. As compensation for the Services, the Talent shall pay the Manager % of the Gross Income (as defined below) earned by the Talent and derived from the Talent's activities in any capacity in the entertainment industrysports industryentertainment and sports industries during the Initial Term and any Option Term, net of any expenses or costs incurred by the Talent in earning that income (the "Commission"). "Gross Income" means salaries, bonuses, earnings, fees, royalties, gifts in lieu of income, shares of profit, shares of stock, partnership interests, percentages and the total amount paid for a package television or radio program (live or recorded), motion picture, or other entertainment package, earned or received, directly or indirectly, by the Talent, its heirs, successors, and assigns, or any other person as a result of the activities described in subsection (b) below. Gross Income includes recoveries of claims for damages (net of actual costs and expenses, including reasonable attorneys' fees paid by the Talent related to those claims, but excluding punitive damages) from entertainment-related claims, or any other type of income recovered (based on claims asserted by or on behalf of the Talent) or otherwise received or credited during the Term by the Talent or its heirs, successors, or assigns, or anyone else (including the Manager) on the Talent's behalf and related to the Talent's career in the entertainment industrysports industryentertainment and sports industries.
- (b) Exclusions. Gross Income does not include, and the Manager will not be entitled to a Commission on, the following:
- (i) amounts actually paid to unrelated third parties for recording costs (except advances and amounts paid to the Talent for its services in connection with that recording), including producers' fees and royalties actually paid by the Talent or on the Talent's behalf to those record producers;
- (ii) amounts actually paid to unrelated third parties for video or television production costs (except for amounts paid to the Talent for the Talent's services in connection with those productions);
- (iii) amounts paid to unrelated third parties for tour support, including sound and light expenses, transportation, and equipment rentals;
- (iv) amounts paid by the Talent or charged to the Talent for opening acts (other than the Talent) in connection with appearances or tours performed by the Talent;
- (v) amounts received from corporate sponsorships, that are actually paid to unrelated third parties for expenses like tour support, video production, and in-kind contributions from third parties like equipment, clothing, and products;
- (vi) union or guild pension, health, or welfare contributions paid to or made on behalf of the Artist.
- (c) Income Sources. The income sources on which the Commission is based include amounts earned by the Talent from:
- - Motion pictures
- - Television
- - Radio
- - Theatrical engagements
- - Nightclub appearances
- - Public appearances
- - Personal appearances
- - Music
- - Literary engagements
- - Talent engagements
- - Records
- - Recording
- - Publication
- - Use of the Talent's name, likeness, and talents for advertising, merchandise sale, and trade
- (d) Property. If the Gross Income is in the form of stock, the right to buy stock, or ownership of all or part of an entertainment property, the Manager may receive the Manager's pro rata share of that Gross Income. However, if the Talent is required to make any payment to receive that Gross Income, the Manager shall pay the Manager's pro rata share of that payment or will be deemed to have forfeited its right to any such share.
- (e) Payment. The Talent shall pay the Commission to the Manager within days of receipt of the income sources on which it is based by the Talent, the Manager, or any third party on the Talent's behalfmonthlyimmediately, if and when the income sources on which it is based are received by the Talent, the Manager, or any third party on the Talent's behalf.
- (i) After the termination of the agreement, the manager is entitled to Commission for any Gross Income that the Talent earns, receives, or becomes entitled to pursuant to any engagement or agreement entered into during the Initial Term and any Option Term under this agreement and will be payable to the Manager. daysmonths after the termination of the agreement, the Commission will be reduced to % of that Gross Income for no more than daysmonths, at which time, the Manager will no longer be entitled to any Commission under the agreement.
- (ii) Each party shall each maintain accurate books and records of all transactions under the agreement. Each party shall be permitted reasonable access to the books and records of the other party for purposes of inspection. Any discrepancies between the Manager's Commission and the books or records shall be corrected within days of the Talent's receipt of written notification of that discrepancy from the Manager.
- (iii) During the Initial Term and any Option Term, if the Talent gets a regular full-time employment engagement and becomes unavailable to perform other career activities during that engagement, the Talent understands that the Services required of the Manager may be reduced. This will not affect the Talent's obligation to pay the Commission.
4. REIMBURSEMENT; ADVANCES.
- (a) Reimbursement. The Manager shall invoice the Talent monthlyquarterlywithin days of the Manager's payment of any Expenses, for reimbursement of actual out-of-pocket costs or fees (the "Expenses") reasonably incurred on the Talent's behalf in connection with the Manager's performance of the Services. Expenses may include wardrobe, publicity costs, travel costs, union dues, copying, phone calls, and courier expenses. The Manager shall allocate any Expenses that also benefit another client or clients managed by the Manager on a pro rata basis between the Talent and those other clients. The Talent shall pay the invoices for Expenses within days of receipt. The Manager shall provide to the Talent substantiating receipts or paid bills before any payments are due. The Manager may not incur any single-item Expense greater than , or aggregate Expenses greater than in a -day period without the prior consent of the Talent.
- (b) Advances. At the Manager's sole option, the Manager may make loans or advances to the Talent. The Talent shall repay any such loans or advances within days of receipt, unless the parties agree otherwise.
5. POWER OF ATTORNEY.
The Talent appoints the Manager for the Initial Term and all Option Terms, as the true and lawful attorney in fact for the Talent, and authorizes the Manager to act in the name of the Talent solely for the purposes and within the scope of this agreement. The power of attorney granted to the Manager is coupled with an interest and is irrevocable during the Initial Term. and all Option Terms.
The Manager is not licensed as a theatrical, artist's, employment, booking, or talent agencyagent, and will not assume the duties of those agents. The Talent acknowledges that the Manager has not offered, attempted, or promised to obtain or provide information for obtaining employment or engagements for the Talent, or to perform services that require a professional license, and that the Manager is not obligated or authorized to do so.
7. OTHER ACTIVITIES.
The Manager is providing exclusive services to the Talent and devoting its entire time or that of its staff to the Talent or the Talent's affairs. The Manager may engage in the same or similar services for other talent or any other business activity.
8. LIFE INSURANCE.
During the Initial Term and all Option Terms, the Manager may, at the Manager's sole option and expense, obtain a life insurance policy on the life of the Talent, for an amount to be determined by the Manager, that names the Manager as the sole beneficiary. The Talent shall complete any documents and take any actions reasonably necessary to enable the Manager to obtain such a policy, including submitting to a physical examination if necessary. The Talent's heirs, successors, and assigns will have no right to receive any benefits under any policy obtained by the Manager.
9. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .
No amendment to this agreement will be effective unless it is in writing and signed by both parties or its authorized representative.
11. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. The Manager may not delegate any performance under this agreement, except with the prior written consent of the Talent.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
12. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Manager:
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
16. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
19. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this agreement on the date stated opposite that party's signature.