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PERSONAL MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (the Agreement ) made this day of byand between Chad Fill
ion and Phlume Artist Management, (hereinafter Manager ), whose address is
6 Cutts Road #118, Kittery, Maine 03904, and also known asthe musical group, (he
reinafter Artist ) whose address is:
.
1. Appointment:
(a) Artist hereby appoints Manager as Artist s sole and exclusive Personal Manage
r and
representative, throughout the world, with respect to all Artist s activities in t
he Entertainment Industry
(11.a), and Manager hereby accepts such engagement. In this capacity Manager sha
ll render such advice,
guidance, counsel and such other services as Artist may reasonably require to fu
rther Artist s career in the
Entertainment Industry(11.a), including but not limited to the following service
s:
(i) To represent Artist and to negotiate (in conjunction with Artist s attorney)
the terms
of agreements for the use, employment or exploitation of Artist s services and the
products thereof in the
Entertainment Industry(11.a);
(ii) To supervise Artist s professional employment in the Entertainment Industry(
11.a)
and to consult with employers and potential entertainment buyers so as to assure
the proper use and
promotions demanded therefor throughout the world;
(iii) To be available at reasonable times and places to confer with Artist in c
onnection with
all matters concerning Artist s career in the Entertainment Industry(11.a);
(iv) To engage and discharge and supervise booking agents at Artist s discretion
which
Artist may elect to utilize for the purpose of securing engagements.
(b) Artist shall inform Manager of all offers of compensation submitted to Arti
st, not limited to
employment in the form of shows, appearances, bookings and merchandising agreeme
nts, in order that
Manager may determine in consultation with Artist whether the aforementioned emp
loyment opportunities
are compatible with Artist s career. Artist shall not contract or hire any booking
agent without first consulting
Manager to avoid double booking and cancellation of promised appearances. It is
expressly understood that
Manager is not a licensed talent agent or theatrical employment agent, however,
Manager may assist, in
conjunction with, any licensed talent agent or theatrical employment agent in th
e efforts to obtain, seek or
procure employment or engagements for Artist, at the Artist s discretion.
2. Term:
(a) The initial term (the Term ) of the Agreement shall be for a period of year(s)
commencing on the date hereof; provided, however, that Manager shall have two in
dividual options; the first
extending the Term for one (1) additional year and the second extending the Term
for one (1) additional
year. Each option shall be exercised, if at all, by oral or written notice to Ar
tist any time prior to the date
the Term or relevant option period would otherwise expire. Furthermore, such one
(1) year extensions
shall be upon the same terms and conditions as herein contained.
(b) Notwithstanding anything to the contrary contained in paragraph 2(a) of thi
s Agreement, Artist
shall have the right to terminate the Option Term(s), if upon the expiration of
the initial year
period commencing on the date hereof, Artist has not either entered into or subs
tantially negotiated the
material terms of a recording agreement with a Recording Company for Artist s serv
ices as a recording
artist, OR achieved a significant increase in music and merchandise sales (equal
to 25% or more increase
from the previous year s sales). Artist shall exercise it s right to terminate the O
ption Term(s) by giving
Manager full written notice within thirty (30) days following the one (1) year a
nniversary of the date hereof
(the day of ), in which event, the Option Term(s) shall terminate as of the date
that
Manager receives such notice. For an agreement to have been substantially negotia
ted , such negotiations
must have proceeded to a point where specific terms of the deal have been discus
sed, it being understood
that such negotiations must be more than mere solicitation of interest.
3. Manager s Compensation:
In consideration of our entering into this Agreement, and for other good and va
luable consideration,
Artist hereby agrees to pay Manager, as and when applicable gross income as rece
ived by Artist or on Artist s
behalf or for Artist s benefit per these following terms:
(a) A commission equal to of all NET(11.c) income which Artist
(or any third party on Artist s behalf or for Artist s benefit) may hereafter receiv
e or earn during the term
hereof from and in connection with Artist s activities in the Entertainment Indust
ry(11.a).
(b) The same percentage commission of all NET (11.c) income which Artist (or an
y third party on
Artist s behalf or for Artist s benefit) may receive or earn following the expiratio
n of the term hereof from
and in connection with any and all employment, engagements and agreements (oral
or written) entered into
or substantially negotiated during the term hereof relating to any of Artist s act
ivities in the Entertainment
Industry (11.a) (and from and in connection with any and all resumptions of such
employment, engagements
and agreements which may have been discontinued during the term hereof and resum
ed within one (1) year
thereafter), and from and in connection with any and all extensions, modificatio
ns, renewals and substitutions
thereof and additions thereto and improvements thereon.
(c) Manager s participation in Artist s NET(11.c) income after the Term which is de
rived from
agreements entered into or services performed during the Term shall continue for
an additional period (the
Post Term Period ) equal to years. During such Post Term Period, Manager s Commission
shall be reduced to for the first year of the Post Term Period and then reduced
to
for the second year, and each remaining year of the Post Term Period. Thereafter
, Manager
shall no longer be entitled to any portion of Commission or otherwise receive an
y portion of Artist s
income.
4. Authority:
(a) During the term of this Agreement, Manager shall have the authority to soli
cit and negotiate
(in conjunction with Artist s attorney) all offers from third parties for the use
of Artist s services and the
products thereof in the Entertainment Industry (11.a), but all such contracts sh
all be subject to Artist s
approval and shall not be effective unless and until executed by Artist, provide
d, however, that Manager shall
have the authority (subject to Artist s approval in each instance) to execute and/
or authorize Artist s booking
agent to execute so-called one night personal appearance agreements, such authorit
y to be revocable
upon written notice to Manager. Any payments made to Artist in care of Manager,
shall be deemed received
in a fiduciary capacity and shall be held in a segregated account and accounted
for in the manner hereinafter
provided.
(b) Upon written notice to Manager, Artist shall be entitled to retain an indep
endent Certified
Public Accountant ( CPA ) or business manager at Artist s expense to collect and recei
ve all GROSS
Compensation (11.b) and that CPA or business manager shall account and pay Manag
er s Commission and
reimburse Manager s expenses on a monthly basis.
5. Accounting:
(a) Manager shall furnish to Artist, not less frequently than days , a reasonab
ly
detailed written accounting of all Artist s Gross Compensation (11.b) received by
Manager and commissions
due to Manager hereunder as well as reimbursable expense incurred by Manager.
(b) Manager agrees to maintain complete and accurate books and records relating
to this Agreement,
which Artist shall have the right to inspect, at Artist s expense, provided, howev
er, that if a material error
therein is discovered, the cost of such inspection, together with interest at th
e prevailing rate on any sums
due to Artist, shall be paid by Manager, without limiting Artist s other rights in
such event. In regards to
review, at all times Manager shall provide, when requested, copies of all financ
ial transactions, and duplicates
will be provided when requested at Artist s expense. All ledgers, books and financ
ial accounts shall remain
open for Artist to review when desired.
6. Scope:
This Agreement shall not be construed to create a partnership between Artist an
d Manager, it being
understood that Manager shall render services hereunder as an independent contra
ctor and may render
the same or similar services for others as well as to engage in other business a
ctivities, so long as Manager
continues to be active as a personal manager in the Entertainment Industry (11.a
) and such other activities
do not interfere with Manager s ability to render services hereunder. It is also e
xpressly understood that
the agreement herein stated does not cover the individuals in their solo careers
. Separate agreements
shall be entered into if the individual members of the musical group noted at th
e top of this Management
Agreement are to be represented in their solo career by Manager. Artist also agr
ees that all new members
either additions, or replacements, shall be bound into this agreement with the t
erms stated herein, from the
date of hire, under the existing clauses stated within this agreement.
7. Expenses:
Although Artist s expenses which may arise in connection with Artist s activities i
n the Entertainment
Industry (11.a) (including but not limited to, the cost of material, equipment,
facilities, transportation, lodging
and living expenses, costumes, make-up, accounting and legal fees) are Artist s re
sponsibility, it is anticipated
that Manager may from time to time incur such expenses on Artist s behalf and/or a
dvance funds to Artist
for such expenses. If Manager does so, or if Manager incurs bona fide expenditur
es in rendering services,
including travel accommodations to and from the Artist s home state, hereunder sol
ely in connection with
Artist s career which are substantiated by receipted vouchers or paid bills, Manag
er shall be reimbursed
therefor out of Artist s Gross Compensation (11.b) before deduction of commissions
due to Manager
pursuant to this Agreement. Manager shall obtain Artist s express oral or written
approval prior to incurring
any such reimbursable expenses, provided, however that such approval shall not b
e required for expenditures
of less than per item or in the aggregate per month.
Incurred travel expenses, whether for meetings, rehearsals, mandatory mediation
/arbitration visits,
performances or appearances, will be verified with Artist and agreed upon at lea
st two (2) full weeks prior to
travel date. Accommodations for travel for Manager defined within this agreement
shall be limited to travel
to and from the Artist s home State and shall include; a coach/cabin seat on a fli
ght to and from the Artist s
home state to be provided on a commercial airline to include: Delta, American Ai
rlines, AmericaWest, or
Southwest airlines; A single room for each full day of visit located at an estab
lished chain hotel/motel to
include: Holiday Inn, Comfort Inn, Sleep Inn, Quality Inn, Days Inn; And in the
case of visits lasting longer than
two (2) days; an economy level vehicle from an established rental car company to
include: Budget, Dollar,
Hertz, Enterprise, or Alamo will be provided. Expenses shall be covered and paid
for by Manager and Artist
at a pro rata (11.d) rate and shall not be capped by the expenditures rate of le
ss than per item
or in the aggregate per month.
8. Conflict of Interest:
 From time to time during the term of this Agreement, persons or entities owned
and/or controlled,
directly or indirectly by Manager or Manager s shareholders, officers, directors a
nd employees, whether acting
alone or in association with others, may package entertainment programs or other
presentations in which
the Artist is employed. Manager shall not be entitled to commissions hereunder b
ased on Artist s Gross
Compensation (11.b) by reason of the foregoing or under other agreements pursuan
t to which Artist is
employed by Manager, or an entity affiliated with Manager; and Manager shall not
be entitled to Commission
from Artist in connection with any gross income derived by Artist from the sale,
license or grant of any
literary or musical rights to manager or any firm or corporation owned or contro
lled by Manager. Such
relationships shall not be deemed to be a breach of this agreement or of any fid
uciary obligations of Manager
to Artist, and shall not in any way affect Manager s right to commissions hereunde
r in all other instances.
Manager shall fully disclose to Artist the relationship of all parties in any su
ch circumstances.
9. Breach:
No breach of this Agreement shall be deemed material, unless the party alleging
such breach shall
have given written notice thereof to the other party and such other party fails
to cure such breach within
fourteen (14) days after receipt of such notice. A waiver by either party of a b
reach of any provision of
this Agreement shall not be deemed a waiver of any subsequent breach, whether of
a similar or dissimilar
nature.
10. Controlled Entities:
Artist shall cause any corporation, partnership, trust or other business entity
which Artist now
owns or controls or may hereafter own or control or in which Artist has a direct
or indirect interest
(hereinafter firm ) which has a right to Artist s services in the Entertainment Indus
try (11.a) to enter
into an agreement with Manager, on the same terms and conditions as contained in
this Agreement, and
Artist agrees that all Gross Compensation (11.b) received by such firm by reason
of Artist s activities in the
Entertainment Industry (11.a) shall be subject to Manager s commission hereunder.
In such event, any salary
or other compensation paid to Artist by such firm shall be noncommissioned, in v
iew of the fact that source
of such compensation shall already have been subject to commission.
11. Definitions:
As used in this Agreement, the following terms shall have the following meaning
s:
(a) Entertainment Industry shall mean all services and activities in the fields o
f phonograph
records, transcriptions, personal appearances, merchandising endorsements and ti
e-ins and the sale, lease or
other disposition of musical compositions written or co-written by Artist.
(b) GROSS Compensation shall mean all forms of income, consideration, including s
alaries,
advances, fees, royalties, bonuses, gifts, shares of receipts, stocks and stock
options, paid to Artist by reason
of Artist s activities in the Entertainment Industry pursuant to contracts, engage
ments and commitments
entered into or negotiated during the term of this agreement (regardless of by w
hom procured) and any
net recovery (after payment of all costs and attorneys fees) from any suits, clai
ms, actions, proceedings or
arbitration proceedings arising out of alleged breach, non-performance or infrin
gement by others of any of
such contracts, engagements or commitments.
(c) NET Compensation shall not include travel expenses to and from performances,
overnight
expenses for on the road gigs such as meals and hotel expenses, sums payable by
Artist or on Artist s behalf
to third parties for recording costs (including applicable union scale payments
to you) of master recordings
embodying musical performances; sums payable by Artist or on Artist s behalf to th
ird parties for production
costs of audio-visual devices embodying musical performances; sums (including ad
vances payable by Artist
or on Artist s behalf) to third party musicians, artists, producers, engineers or
director of such master
recordings or audio-visual devices; sums payable by Artist or on Artist s behalf t
o third party songwriters
or publishers in connection with composition embodying musical performances; sum
s payable to Artist for
deficit tour financing; sums payable to agents; sums payable to Artist from busi
ness investments or other
non-music related activities; booking agent commissions, sums paid out for video
and/or film production
costs, sums payable by Artist to third party opening acts and to third parties for
the actual reasonable
costs incurred by Artist for sound and lights and other actual production costs
in connection with Artist s
live performances; and sums payable to Artist by Company or any of Company s affil
iates; sums actually paid
by a record company on Artist s behalf to unrelated third parties for so-called ind
ependent promotion of
recordings featuring Artist s performances released during the Term; sums payable
to unrelated third parties
for audit or collection of royalties due Artist for Agreements regarding Artist s
services in the entertainment
industry; or reasonable legal fees incurred by Artist in dealings with Manager a
nd third parties in the
negotiation and performance of agreements.
(d) Pro Rata shall be defined as a proportionate allocation of fees, dues or amou
nts based on the
total number of parties involved. As Manager has been defined as a single individu
al, and Artist has been
defined as a single entity, Artist shall hold a share of a pro rata amount and Mana
ger
shall hold a share of a pro rata amount when expressed.
12. Parties:
This Agreement shall be binding upon and inure to the benefit of the parties he
reto and their
respective heirs, representatives and assigns. Manager shall make available the
personal services of
( Key Man ) to perform the services to be furnished by Manager hereunder. Key
Man shall be primarily responsible for the handling of Artist s career in the Ente
rtainment Industry. If the
Key Man, or a suitable replacement assigned to this Artist, by reason of disabil
ity or otherwise, ceases to be
available for a period of days or more, Artist may, upon written notice to Manag
er, elect to
terminate this Agreement.
13. Notices and Amendments:
All notices, requests, demands, amendments and other communications under this
agreement shall
be in writing and shall be deemed to have been duly given if either delivered pe
rsonally or sent by certified
or registered mail, return receipt requested, with postage prepaid, to each part
y at its address indicated
above or to such other address as any party may hereafter notify the other parti
es in like manner.
14. Artist Warranties:
(a) Artist warrants and represents that Artist:
(i) has full right power and authority to enter into this Agreement;
(ii) is under no obligation or disability or prohibition which might prevent Ar
tist from performing
his obligations hereunder;
(iii) will not during the term of this agreement enter into any agreement which
might materially
interfere with Artist s ability to perform his obligation hereunder, including eng
aging any other person or
corporation to act as Artist s personal manager in the Entertainment Industry.
15. Indemnity:
(a) Artist agrees to indemnify Manager and hold Manager harmless from and again
st any liability,
loss, damage, cost or expense including reasonable legal fees paid or incurred b
y Artist by reason of any
breach or threatened breach by Artist or failure of the covenants, representatio
ns or warranties contained
herein or in said agreement.
(b) Manager agrees to indemnify Artist and hold Artist harmless from and agains
t any liability, loss,
damage, cost or expense including reasonable legal fees paid or incurred by Mana
ger by reason of any breach
or threatened breach by Manager or failure of the covenants, representations or
warranties contained
herein or in said agreement.
16. Mediation and Arbitration:
In the event a dispute shall arise between the parties to this contract, the pa
rties agree to participate
in at least four (4) hours of mediation, to be administered by a mediation couns
elor, lawyer, or office located
within 50 miles of the Artist s home city of The parties agree to pay its pro rata
share of the expenses and fees of the mediation process. Mediation involves no f
ormal court procedures or
rules of evidence, and the mediator have the power to render a binding decision
or force
an agreement on the parties. Either party initiating mediation will be responsib
le for locating and hiring the
mediation council, lawyer or office. Any and all personal travel expenses incurr
ed by Manager for mediation
including, but not limited to airline flights, hotel accommodations, meal and re
ntal cars shall be considered a
bona fide expense as defined in Article 7.
Any controversy, claim or dispute not settled during the mediation process, are
required to be
submitted to advisory arbitrators. The parties agree to pay its pro rata share o
f the expenses and fees of
the arbitrator, together with other expenses of the arbitration incurred or appr
oved by the arbitrator.
The mediator should never serve as the arbitrator in a subsequent arbitration, s
ince he or she will have
been exposed to confidential communications during the mediation process. Each p
arty shall bear its own
attorneys fees and expenses. As the arbitrator is hired in the resolution capaci
ty, if a decision is reached it
shall be binding. The arbitrator shall not have the right to award punitive dama
ges or speculative damages to
either party and shall not have the power to amend this Agreement. All arbitrati
on hearings shall be taped
by the arbitrator to be used in a court of law should resolution not be found by
both parties with the use
of the advisory arbitration.
17. Governing Law:
This Agreement shall be enforced by the Governing law of the State of Maine. An
y controversy,
claim or dispute not settled during the mediation process or the arbitration pro
cess shall be settled within a
court of law based within the Governing State of Maine. All disputes settled wit
hin the court of law shall be
deemed binding to the fullest extent of the law. Neither party shall be able rec
oup travel expenses, attorney
fees, court fees, or legal fees within the Maine Court System and shall not be a
ble to appeal to a court
outside of the State of Maine, except in the case of Federal Appeal to the Supre
me Court.
18. Entire Agreement:
This Agreement contains the entire agreement between the parties and supersedes
any and
all previous agreements, written or oral, between the parties relating to the su
bject matter hereof. No
amendment of the terms of this agreement shall be binding unless reduced to writ
ing and signed by Artist
and Manager.
IN WITNESS WHEREOF, the parties have entered into this Agreement on as of the da
te first above
written.
ACCEPTED AND AGREED TO:
MANAGER: dated:
Name (Signed) Chad Fillion
ARTIST:
dated:
Name (signed)
dated:
Name (signed)
dated:
Name (signed)
dated:
Name (signed)
dated:
Name (signed)
dated:
Name (signed)