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Management Agreement

Dated: As of May 25, 2016


ARTIST NAME
ARTIST ADDRESS
ARTIST ADDRESS
The following, when signed by you, ARTIST NAME (individually and collectively
you, Artist) and by Phase One Network, Inc. d/b/a TEN (Manager), will constitute a
complete and binding agreement between you, Manager regarding your engagement of Manager
as your exclusive personal manager.
1.

Scope of Managers Activities:

Manager shall be your sole and exclusive personal manager throughout the World
and shall: (a) confer with, counsel and advise you with respect to the proper presentation of your
talents, (b) advise and counsel in the selection of third parties to assist or embellish your
activities in the Entertainment Industry, (c) consult with employers in the entertainment field, (d)
cooperate with and supervise relations with any booking agents, provided you acknowledge that
Manager is not a booking agent and Manager is not obligated to render any services or advice
which would require Manager to be licensed as an employment or booking agency in any
jurisdiction, (e) represent you and act as your negotiator, fixing the terms governing all matters
concerning the disposition of employment or exploitation of your talents and the products
thereof in the Entertainment Industry, and (f) be available at reasonable times and places to
confer with you in connection with all matters concerning your professional career, except that
Manager shall not be required to travel with you nor to meet with you at any particular place
other than at Managers discretion and following arrangements for the costs and expenses of
such travel. As used herein, the term Entertainment Industry includes, without limitation, all
services and activities in such fields of endeavor as phonograph records (including but not
limited to recording and production), transcriptions, musical and/or dramatic performances,
singing, radio, television, motion pictures, music, personal appearances, concerts, roadshows,
tours, caf and cabaret performing, hotel, restaurant and private function performing, literary and
theatrical engagements, radio and television commercials, commercial merchandising
endorsements and tie-ins and for all and any other media or entertainment for which you may be
or become qualified and the sale, lease or other disposition of musical, literary, dramatic or other
artistic material which you may create, compose, write or collaborate, directly or indirectly, in
whole or in part, in any and all fields; and any act, unit or package show of which you may be
the owner or part owner, directly or indirectly.
2.

Term:

(a)
The term of this agreement shall commence on the date hereof and shall
continue through the end of the sixth month from the date hereof (the Initial Period), plus three
additional option periods (the "Option Periods"), if any, by which the Term may be extended by
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Manager's and your mutual exercise of the options granted in subparagraph 2(b) below if
Manager secures $100,000 Gross Income for you. The Initial Period and the Option Period are
referred to collectively herein as the "Term".
(b)
Subject to your mutual approval, you hereby irrevocably grant to Manager
the option to extend the Term for the Option Periods. Such option shall be deemed automatically
exercised by the parties unless you or Manager shall give written notice to the contrary at any
time prior to the date that the Initial Period would otherwise expire. The Option Period shall
commence as of the date on which the Initial Period or preceding Option Period would otherwise
expire, and shall continue for a period of six (6) months.
3.

Managers Commission:

(a) Subject to the last sentence of this Paragraph 3 (a), Manager shall be entitled
to receive from you fifteen percent (15%) of your Gross Income.
As used in this Agreement, Gross Income shall mean all income and other
considerations payable to you, your heirs, executors, designees and assigns, or to or on your
behalf (including without limitation to a furnishing company, corporation, limited liability
company, partnership, or other entity that furnishes your services or enters into contracts or
engagements on your behalf in the Entertainment Industry) and derived from your activities in
any and all segments of the entertainment industry including, without limitation, phonograph
records, songwriting, publishing, producing, remixing, acting, personal appearances, live
performances, television, film, commercial uses of your name, photograph, voice, caricature and
likeness and any and all judgments, awards, settlements, payments, damages and proceeds
relating to any suits, claims or actions, less the actual third party costs of collection including
reasonable legal fees, arising out of a breach or alleged breach of an agreement. In this
connection, all agreements substantially negotiated during the Term and consummated within
three (3) months thereafter shall be deemed entered into during the Term. If Artist receives as all
or part of Artists compensation for his activities hereunder, stock or the right to buy stock in any
corporation or if Artist becomes the packager or owner of all or part of an entertainment
property, whether as individual proprietor, stockholder, partner, joint venturer or otherwise,
Managers percentage shall apply to Artists said stock, right to buy stock (on the same terms that
apply to Artist), individual proprietorship, partnership, joint venture, or other form of interest,
and Manager shall be entitled to Managers percentage share thereof.
(b) It is expressly agreed that Managers right to its commission hereunder
shall apply, regardless of when the applicable Gross Income is paid or received, with respect to
(i) all of your activities in the Entertainment Industry during the Term; (ii) Gross Income
generated during or after the Term from any and all agreements and arrangements entered into
prior to or during the Term (except as described in the last sentence of Paragraph 3 (a) above);
and (iii) Gross Income generated after the Term but arising from products or services created
during the Term.
(c) All Gross Income shall be paid to and collected by Manager. In the event any
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Gross Income earned by you is paid to an agent, company, promoter, or any other entity, such
entity shall pay Managers commission directly to Manager pursuant to a letter of direction
signed by you. If and to the extent that any Gross Income is paid to and collected by Manager,
then: (i) Manager shall be entitled to retain its share of such Gross Income as well as any
expenses which have not been reimbursed by you to Manager pursuant to paragraph 4 hereof;
and (ii) on a monthly basis, Manager shall remit the balance of such Gross Income to you,
together with a detailed monthly accounting. If you receive any Gross Income, you will hold
Managers share thereof in trust for Manager and pay it immediately to Manager and will
provide, to the extent received, any receipts or invoices evidencing such Gross Income.
4.

Management Expenses:

(a) You will reimburse Manager for any loans and/or advances made by Manager
and all expenses incurred by Manager on your behalf before or during the Term in connection
with the activities referred to in paragraph 1 hereof, provided that: (i) you will not be responsible
for any portion of Managers overhead expenses; and (ii) Manager shall obtain your prior written
approval for any single expense in excess of $1,000 and for cumulative monthly expenses in
excess of $2,000. Artist is responsible to pay any business cost, fee or expense that may arise in
connection with Artists professional interest and endeavors, including, but not limited to, the
cost of material, equipment, facilities, transportation, lodging, living expenses, costumes,
makeup, publicity and theatrical agents, accounting and business management costs, fees or
expenses, union dues and fees, and third party legal costs, fees or expenses; and Manager shall
have no liability whatsoever in connection therewith. Such expenses shall not be deducted from
Gross Income as defined in this paragraph, nor shall they in any other way affect or reduce
Managers commission under paragraph 3.
(b)

Manager shall furnish you with appropriate documentation of Managers


expenses, and reimbursement shall be made in connection with the monthly accountings referred
to in subparagraph 3(d) above.
5.

Accounting and Audit Rights:

Upon written notice by either party to the other, the party to whom such notice is
addressed shall furnish an accounting to the other party of all transactions between the parties
since the last such accounting, within sixty (60) days of such request; provided, however, that
neither party shall be obligated to account to the other more than two (2) times in any one (1)
year period. Each party shall have the right to reasonable inspection of the others books and
records in order to verify the accuracy of such accounting. All statements sent by Manager to
Artist shall be binding upon Artist and not subject to objection by Artist, unless specific objection
in writing, stating the basis for such objection, is given to Manager within one (1) year from the
date such statement is rendered.
6.

Warranties and Representations:


(a) You warrant, represent and agree that you are not under any disability,
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restriction or prohibition, either contractual or otherwise, with respect to your right to execute
this Agreement or to fully perform its terms and conditions.
(b) Manager warrants, represents and agrees that Manager is not under any
disability, restriction or prohibition, either contractual or otherwise, with respect to Managers
right to execute this Agreement or to fully perform its terms and conditions.
7.

Indemnification:

You and Manager agree to and do hereby indemnify, save and hold the other
harmless from all loss, damage and expenses (including reasonable attorneys fees) arising out of
or connected with any claim by any third party which shall be inconsistent with any agreement,
warranty or representation made by you or Manager in this Agreement; provided same is reduced
to a final adverse judgment or settled with the prior written consent of the indemnifying party.
You and Manager agree to reimburse the other, on demand, for any payment made at any time
after the date hereof with respect to any liability to which the foregoing indemnity applies.
8.

Obligations of Artist:

(a) Artist shall at all times devote himself to his career in the entertainment and
entertainment-related industries and shall do all things necessary and desirable to promote his
career and earnings therefrom.
(b) Artist agrees to seek Managers advice, counsel and guidance from Manager
solely and exclusively and agrees that Artist will not engage any other agent, representative or
manager. Artist will not perform said services on their own behalf and will not negotiate, accept
or execute any agreement, understanding or undertaking concerning Artists career without
having first consulted with Manager.
(c) Artist shall instruct all third parties, including any theatrical agency, to remit to
Manager or business manager all monies that may become due to Artist.
(d) Artist acknowledges that Manager is not an employment agency or theatrical
agent, that Manager has not offered or attempted or promised to obtain, seek or procure
employment or engagements for Artist, and that Manager is not obligated, authorized, licensed or
expected to do so.
9.

Power of Attorney:

You hereby authorize and appoint Manager as your true and lawful agent and
attorney-in-fact to execute and deliver any and all live performance or personal appearance
contracts for two (2) nights or less in your name. You hereby authorize and appoint Manager as
your true and lawful attorney in fact to execute, collect and endorse all checks and notes as your
attorney in fact. You understand and agree that Managers financial interest and commission
hereunder shall be a continuing interest and shall not be revocable.
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10.

Failure to Perform:

If Artist at any time fails for any reason to fulfill an obligation assumed by Artist
under this Agreement (all of which obligations are of the essence of and material to this
Agreement) (a Breach), Manager may at its option, by notice to Artist, extend the expiration
date of the Term and suspend Managers obligations hereunder. Such suspension and extension
shall continue until Artist shall fully cure any such failure and the Term shall be extended for a
period of time equal to the duration of any such failure. No failure or delay in enforcing the
rights of Manager under this paragraph shall be deemed a waiver of Managers subsequent right
to enforce such rights. Any breach of the Agreement by one or more of the persons comprising
Artist shall be deemed to be a breach by all of the persons comprising Artist.
11.

Cure:

In order to make specific and definite and/or to eliminate, if possible, any


controversy which may arise between the parties hereunder, you agree that if at any time you
believe the terms of this Agreement are not being fully and faithfully performed hereunder by
Manager, you will so advise Manager in writing by certified mail, return receipt requested, of the
specific nature of any claim, non-performance or misfeasance, and Manager shall have a period
of ninety (90) days after receipt thereof within which to cure such claimed breach, provided such
claim is capable of being cured during such time period, and if such claim is not capable of being
so cured, Manager shall have such reasonable additional time to cure such claim, provided
Manager has commenced the cure thereof and is proceeding diligently to complete such cure.
12.

Notices:

All notices pursuant to this Agreement shall be in writing and shall be given by
certified mail, return receipt requested or by express mail with proof of receipt at the respective
addresses set forth below or to such other address or addresses as may be designated by either
party:
To Artist:

ARTIST ADDRESS
ARTIST ADDRESS

With A Copy To:

ARTIST LAWYER/REP ADDRESS


ARTIST LAWYER/REP ADDRESS

To Manager:

135 W 26th Street


Suite 3B
New York, NY 10001

Such notices shall be deemed given when mailed or delivered, except that a notice of change of
address shall be effective only from the date of its receipt.
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13.

Miscellaneous:

This Agreement contains the entire understanding of the parties hereto relating to
the subject matter hereof and cannot be changed or terminated, except by an instrument signed
by the parties hereto. A waiver by either party of any term or condition of this Agreement in any
instance shall not be deemed or construed as a waiver of such term or condition for the future, or
of any subsequent breach thereof. All remedies, rights, undertakings, obligations, and
agreements contained in this Agreement shall be cumulative and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or agreement of either party.
14.

Additional Provisions:

(a)
This Agreement has been entered into in the State of New York, and the
validity, interpretation and legal effect of this Agreement shall be governed by the laws of the
State of New York applicable to contracts entered into and performed entirely within the State of
New York. The New York courts, only, will have jurisdiction of any controversies regarding this
Agreement; and, any action or other proceeding which involves such a controversy will be
brought in the courts located within the State of New York, and not elsewhere. Any process in
any action or proceeding commenced in the courts of the State of New York arising out of any
such claim, dispute or disagreement, may, among other methods, be served upon you by
delivering or mailing the same, via registered or certified mail, addressed to you at the address
first written above or such other address as you may designate by notice to Manager. Any such
delivery or mail service shall be deemed to have the same force and affect as personal service
with the State of New York.
(b)
Manager may assign this Agreement to any of Manager's affiliates or to
any person or entity owning or acquiring a substantial portion of the stock or assets of Manager.
You may not assign this Agreement or any of your rights hereunder, and any such attempted
assignment shall be void. This Agreement shall be binding upon you and Manager and shall
inure to the benefit of your and Manager's respective successors and assigns.
15.
Independent Contractor; Managers Services Non-Exclusive. Managers status
under this Agreement is that of an independent contractor. Managers services are not exclusive
to Artist and Manager may perform the same or similar services for any other artist during the
Term of this Agreement, or any renewal, modification, extension or substitution hereof. You
hereby acknowledge that Manager's position hereunder is that of an independent contractor.
Manager and Managers Affiliates (hereby defined as persons or entities (i) that are owned
and/or controlled, in whole or in part, by Manager, or (ii) that, own and/or control Manager, or
(iii) that are in common ownership and/or control with Manager) shall be permitted to devote
such time and efforts to other business activities, whether within the entertainment industry or
not, as Manager and Managers Affiliates may deem necessary or desirable, in Manager's and
Managers Affiliates sole discretion (such activities, whether engaged in by Manager or a
Manager Affiliate, are hereinafter referred to for convenience only as Affiliate Activities).
Without limiting the foregoing, you hereby acknowledge that Affiliate Activities may include but
are not necessarily limited to packaging concert tours or other events within the entertainment
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industry, publishing, and/or record company activity. In connection therewith, you and Manager
agree that (i) no Affiliate Activity shall be deemed a breach of this Agreement nor otherwise
impermissible; (ii) Manager and Managers Affiliates shall be under no obligation, contractual or
otherwise, to provide or to render to you (or to any entity for your benefit) any services
associated with Affiliated Activities; and (iii) in the event that Manager or any Manager Affiliate
provides services associated with an Affiliated Activity to you (or to any entity for your benefit),
such services shall not be deemed at any time consideration for your execution of this agreement
or for your continuing performance hereunder, and such services may be revoked by Manager at
any time with or without cause. Further to the foregoing but without limitation, you and
Manager hereby agree that Manager and/or Managers Affiliates have the right (but not the
obligation) to provide the services or undertake the activities referenced above to you or to any
entity for your benefit, for additional compensation (i.e., compensation in addition to Managers
commission hereunder), and that Managers or Managers Affiliates performance of such
services in consideration for such additional compensation shall not be a breach hereof nor
otherwise deemed impermissible.
16.
Representations and Warranties. Artist warrants and represents that he is free to
enter into and perform under this agreement. Artist warrants and represents that Artist is at least
eighteen (18) years of age. Artist warrants and represents that Artist has been advised of Artists
legal right to seek legal counsel of Artists own choosing in connection with the negotiation of
this Management Agreement. Artist acknowledges that Manager has advised Artist, and given
Artist the opportunity, to seek the advice of independent counsel, and Artist acknowledges that
Artist is executing this Agreement voluntarily after consultation with independent counsel.
17.
Special and Unique Services. Artist acknowledges and agrees that Manager's
right to represent Artist as Artist's sole and exclusive personal manager and Artist's obligation to
solely and exclusively use Manager in such capacity are unique, irreplaceable and extraordinary
rights and obligations and that any breach or threatened breach by Artist thereof shall be material
and shall cause Manager immediate and unavoidable damages which cannot be adequately
compensated for by money judgment. Accordingly, Artist agrees that, in addition to all other
forms of relief and all other remedies which may be available to Manager in the event of any
such breach or threatened breach by Artist, Manager shall be entitled to seek and obtain
injunctive relief against Artist and Artist agrees that in seeking such injunctive relief, Manager
shall not be obligated to secure any bond or other security in connection with Manager's
application for such relief.
Very truly yours,
By: _______________________________
Managers authorized representative
CONSENTED AND AGREED TO:
By: ____________________________
ARTIST NAME
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