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between (herein after referred to as “Manager”) and, (hereinafter referred to as “Artist”). 1. ENGAGEMENT. Artist hereby appoints Manager throughout the world as
Artist's exclusive personal manager in and with respect to all phases of the music industry. Manager shall render the services set forth in the Agreement and will render such services in all matters customarily within the authority of personal managers. Artist agrees to seek such services from Manager solely and exclusively and agrees that Artist will not engage any other agent, representative or manager to render similar services, and Artist agrees that Artist will not perform said services on Artist's own behalf and will not negotiate, accept or execute any agreement, understanding or undertaking concerning Artist's career without first consulting with Manager. The foregoing, however, shall not be construed to restrict Artist's right to consult with and utilize the services of attorneys, accountants and/or business managers in matters concerning Producer's career, notwithstanding the fact that the areas in which Artist seeks advice from such parties may coincide with the areas of Manager's responsibilities hereunder. 2. TERM.
(a) This Agreement shall commence upon the date hereof and shall continue in force for a term which shall consist of an initial period of twenty-four (24) months from the date above (“Initial Term”), and additional periods by which such term may be extended through Manager's exercise of the option herein stated. Artist hereby grants to Manager one (1) separate successive option, to renew this Agreement for a period of twelve (12) months (the “Option Period”). The Initial Term and Option Period shall collectively be referred to as the “Term.” The Option Period shall be deemed automatically exercised unless either party gives the other party notice in writing at least thirty (30) days prior to the expiration of the Initial Period that it does not wish to exercise the option. (b) Manager accepts such engagement subject to the terms and conditions herein set forth, provided however that in the event that Artist shall fail for any reason to fulfill any material obligation assumed by Artist hereunder, subject to paragraph 19 below, Manager shall be entitled by written notice served upon Artist to extend the duration of the Term of this Agreement for a period of time equal to the duration of such failure by Artist and until Artist shall fully cure such failure. It is understood that no failure of delay by Manager to enforce the rights of Manager under this Agreement shall be deemed a waiver of Manager’s subsequent right to assert the rights granted to Manager hereunder. 3. MANAGER'S SERVICES. Manager agrees to render such advice, guidance,
counsel and other services as Artist may reasonably require or as required by the custom and practice of personal managers in the music industry in furtherance of Artist’s career including, but not limited to, the following services:
and employment and publicity. road managers. the use. (e) to direct for Artist and in Artist’s name. advertising and publicity. and subject to Artist’s prior approval. sound effects. and provided further that no commercial tie-ins will be approved or permitted by Manager without Artist’s prior written consent. likeness. 4. Artist and musical materials for purposes of promotion. however. theatrical agents and booking agents as well as other person firms and corporations who may be retained by Artist to obtain contracts. and other such materials have been previously approved by Artist for such use. (b) to sign. (f) industry. to exploit Artist’s personality in all media. dissemination. business interests. employment and exploitation of Artist’s talents and the products thereof: (b) to supervise Artist’s professional employment and concert engagements. (d) subject to Artist’s prior written approval. 5. without limitation. that such photographs.(a) to represent Artist and act as Artist’s negotiator to fix the terms governing disposition. on Artist’s behalf. voice. to do the following throughout the Term hereof: (a) approve and permit the use of Artist’s professional name. literary. booking agents. for the purpose of trade. Producer agrees that Manager is not expected to. in Artist’s name and/or in Artist’s behalf any so-called “one-nighter" personal appearance contracts and television guest appearance contracts. likeness. use. subject to Artist’s consent whenever practical. NOT A TALENT AGENCY. and in connection therewith. publicists. photographic likeness. advertising and publicity. etc. to consult with employers and prospective employers so as to assure the proper use and continued demand for Artist’s services. voice and Artistic and musical materials. to approve and permit. execute and deliver for Artist. (c) to be available at reasonable times and places to confer with Artist in connection with all matters concerning Artist’s professional career. Manager is hereby authorized and empowered for to advise and counsel Artist respect to general practices in the music Artist and in Artist’s behalf. including. nor 2 . provided. caricatures. reproduction or publication of Artist’s professional name. and (g) to supervise and direct any third parties engaged or employed by Artist to render services on behalf of Artist. engagements or employment for Artist. make. photograph. MANAGER'S AUTHORITY.
theatrical agent or "talent agent" (as that term is defined in section 1700. (c) Manager's services hereunder are not exclusive. including persons whose talents may be similar to or who may be in competition with Artist. 6. or as any of the foregoing under the laws of any other state. Manager is not licensed as an employment agent. and Manager shall not be obligated to procure any employment or engagements for Artist hereunder. to perform any or all of the services which Manager has agreed to perform hereunder. or who may employ or be employed by Artist. (a) This Agreement shall not be construed to create a partnership. (e) During the Term hereof. (d) Manager may appoint or engage any and all other persons. procure or secure employment for Artist. firms and corporations throughout the world. joint venture." 7.4 of the California Labor Code). (b) Manager shall only be required to render the services which are called for by this Agreement or as and when reasonably requested by Artist or as required of personal managers in the music industry under normal industry custom and practice. and that no advice or counsel which Manager render to such individuals in connection with Manager's services to them shall be deemed to be a breach of this Agreement or of Manager's obligations and duties hereunder. or employer-employee relationship between Manager and Artist. It is specifically understood that Manager is acting hereunder as an independent contractor. be affiliated with or perform with Artist. CAREER. or as an employment agent or otherwise under the Business and Professions Code of the State of California. from time to time. as well as to engage in any and all other business activities so long as such services and activities do not impair or diminish Manager’s services to Artist hereunder. and provided that Manager shall be solely responsible for all fees and costs associated with such other persons. Manager has not promised to procure engagements or employment for Artist. 3 . Manager shall make reasonable efforts to travel or meet with Artist at such place or places as Artist may request. and subject to Manager's prior commitments. It is specifically acknowledged and agreed that Manager shall have the right to act as personal manager for any musicians. As and when reasonably requested by Artist. firms and corporations and Artist shall incur no responsibility or liability in respect to such other persons. following arrangements for costs and expenses of such travel. provided that such services are subject to the general supervision and control of Manager. in Manager's discretion. or as a theatrical employment agency under the General Business Law of the State of New York. RELATIONSHIP OF THE PARTIES. firms and corporations (unless otherwise expressly agreed by Artist in writing). Manager shall at all times be free to perform the same or similar services for others. Manager shall have the unrestricted right to advertise and publicize Manager as the Artist’s "exclusive personal manager.shall Manager. vocalists or other persons who may. Artist agrees at all times to attend to Artist’s career and to do all things reasonably necessary and desirable to promote Artist’s career as a musical entertainer.
wardrobe expenses. Manager shall pro-rate such travel expenses amongst Artist and such other Artist. (b) Manager shall furnish Artist with appropriate documentation of expenses reimbursable by Artist hereunder within forty-five (45) days after the date such expense is incurred. such direct expenses. publicity costs. long distance telephone expenses. after first notifying Artist. Artist hereby authorizes Manager. shall deem it advisable to travel on behalf of Artist outside of the city in which Manager then resides. as between Artist and Manager. or exploitation costs. EXPENSES. Whenever Manager incurs travel expenses relating to trips during which Manager conducts business for Artist as well as for other Artist. 9. taking into consideration the relative amount of time spent by Manager during such trip on business pertaining to each respective Artist. Artist shall repay them promptly. promotional. at Artist’s request. and (ii) Manager shall not incur any single expense in excess of Two Hundred Fifty Dollars ($250). and pre-approved travel and living accommodation expenses and costs whenever Manager. and all other expenses. be solely responsible for payment of all union dues. fees and costs incurred by Artist. but in the event Manager does so. nor aggregate monthly expenses in excess of Five Hundred Dollars ($500) without the prior written consent of Artist or Artist’s business manager. fees or expenses in direct connection with Artist’s professional career or with the performance of Manager's services hereunder. Without limiting the foregoing. Each party shall continuously keep the other apprised of all reasonable and bona fide inquiries and offers of employment concerning Artist’s services that either may receive. and reimbursement shall be made within thirty (30) days following receipt by Artist (or by Artist’s business manager) of such documentation. 8. to deduct the amount of any outstanding loans and advances from monies that Manager may receive for Artist’s account. for purposes of expense reimbursement hereunder. LOANS AND ADVANCES. advances any of the foregoing fees. reasonable traveling expenses. pre-approved promotion and publicity expenses. Artist shall promptly reimburse Manager for such fees. In the event that Manager. Without limiting Manager's other rights. marketing.Artist and Manager hereby agree to cooperate with each other to the fullest extent in the interest of promoting Artist’s career. Manager is not required to make any loans or advances to Artist to or for Artist’s account. or incurs any other reasonable costs. 10. costs or fees incurred by Manager shall include long distance telephone expenses. excluding Manager’s own business expenses and overhead. (a) Artist shall. with Artist’s prior consent. costs and expenses. 4 . provided that such loans or advances were made by Manager with the prior consent of Artist or one of Artist’s other representatives. OFFERS OF EMPLOYMENT. (c) The foregoing notwithstanding: (i) Artist shall not be responsible for any portion of Manager's overhead expenses. costs or expenses on behalf of Artist.
wages or compensation paid to or on behalf of Artist or any entity owned or controlled by Artist). 5 bona fide fees or royalties payable to third-party Artist.000.000) dollars Manager shall be entitled to TWENTY PERCENT (20%) of any and all gross monies or other considerations which artist may receive as a result of Artist’s activities in and throughout the music and recording industries. as and when received by Artist and during and throughout the Term hereof. (b) Notwithstanding anything to the contrary set forth in this Agreement. co-publishes. to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties. . Without in any manner limiting the foregoing. COMMISSIONS. wages. the matters upon which Manager’s compensation shall be computed shall include any and all of Artist’s activities in connection with matters as follows: video. entrepreneurial activities or other non-entertainment activities. to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties. (5) engineers and songwriters. After the sum on one-million (1. administers. in compensation for Manager's services. producers. or sub-publishes any musical material in which Artist holds an interest. (a) Since the nature and extent of the success or failure of Artist’s career cannot be predetermined. it is the desire of the parties that Manager's compensation be determined in such manner as will permit Manager to accept the risk of failure and likewise to benefit to the extent of the Artist’s success. records and recordings. (4) any monies received by Artist from concert promoters as reimbursement for "sound and light" or "production expenses" or as reimbursement for fees payable to one or more other performing Artist. Manager shall not be entitled to receive commissions in respect to the following: (1) gross monies or other considerations received by Artist from investments. personal appearances. music. (6) bona fide fees paid to third-parties for independent promotion or marketing of Artist’s recordings. a sum equal to TWENTY PERCENT (20%) of any and all net monies or others considerations which Artist may receive as a result of Artist’s activities in and throughout the music and recording industries. public appearances in places of amusement and entertainment. (3) any so-called "tour support" or monies contributed by any third party as reimbursement for out-of-pocket expenses incurred by Artist in connection with touring or promotional activities (excluding any salary. union scale payments or personal advances paid to Artist included in such sums). (2) any actual bona fide recording costs and/or video production costs which are paid to Artist or on Artist’s behalf (excluding any salary. to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties.11. (7) monies paid by or on behalf of Artist to any unrelated third-party songwriter or music publishing entity that co-writes. Artist agrees to pay to Manager. Therefore.
including any extensions or renewals thereof for all agreements entered into by Artist during the Term hereof or substantially negotiated and executed within ninety (90) days of the termination and/or expiration of the Term. or any successor. which firm shall maintain bank accounts for and on behalf of Artist and Artist’s business entities. property or Artistic materials. such party shall promptly transmit all such amounts and any accompanying statements of account to said business manager or any successor. and (d) to cooperate with Manager to the fullest extent in the interest of promoting Artist’s career. (b) to reimburse Manager for all reimbursable expenses hereunder within thirty (30) days after receipt of Manager's written request therefor along with any supporting documentation reasonably requested. Artist shall cause such corporation to enter into an agreement with Manager on the same terms and conditions as contained in this Agreement. and Artistic materials.e. Artist agrees that the Artist’s bona fide share of gross earnings of such corporation prior to the deduction of any corporate income taxes and of any corporate expenses or other deductions shall be included as part of Artist’s gross earnings for the purpose of calculating the commissions due to Manager hereunder.(8) all accounting fees. 13. ACCOUNTING. if Artist. and (9) monies actually refunded by Artist for bona fide ethical. the parties hereby agree that Artist shall pay commissions equal to the sum of ten percent (10%) to Manager for three (3) years after the expiration or termination and in accordance with section 11 hereinabove. Said business manager. (c) to render monthly accounting statements to Manager. Manager as well shall be required to refund such commission). audit fees. moral or legal reasons (i.. CONTINUING COMMISSIONS. property. with proper justification. refunds monies received. In the event that Artist elects to terminate such engagement. BUSINESS MANAGER (a) Artist shall have the right to engage the services of a certified public accounting firm as Artist’s business manager to collect and receive all amounts payable to Artist for Artist’s services. so that the commissions due to Manager hereunder shall not be diminished by the existence of such corporation. and Manager has commissioned such monies. Notwithstanding anything to the contrary herein contained. shall be and hereby is irrevocably directed and authorized by Artist: (a) to remit to Manager all commissions due to Manager hereunder within thirty (30) days after the applicable gross earnings are received on Artist’s behalf and become available for disbursement. 12. court costs and reasonable attorney's fees relating directly to any audit and/or litigation as a result of which gross monies are paid to Artist. and Artist shall personally guarantee the obligations of such corporation in respect to such agreement with Manager. The parties hereby 6 . (c) In the event that Artist utilizes an existing corporation or forms a corporation during the Term hereof for the purpose of furnishing and exploiting Artist’s Artistic talent. Artist shall promptly select another certified public accounting firm as business manager to perform such duties. In the event that either Artist or Manager shall receive any amounts on behalf of Artist in connection with Artist’s services.
after notifying Artist. CONFLICTING INTERESTS. except as follows: in the event the Artist enters into any contract with an entity owned or controlled by Manager. it is agreed that Artist’s gross earnings under such contract shall be excluded in the calculation of Manager's compensation hereunder. other persons or entities owned and/or controlled. or may engage or employ Artist in connection with the production of phonograph records or motion pictures. may package an entertainment program in which Artist is engaged. journals. Manager shall deposit such gross earnings in a separate account maintained solely and in trust for the benefit of Artist. 15. during the Term hereof. firms or corporation. 7 . Artist shall have the unrestricted right to seek and obtain independent management advice in respect to such contract and nothing herein shall be construed to require Artist to enter into any such contract. Artist agrees that Manager may appoint a certified public accountant to thoroughly audit Artist’s books to ascertain the amounts due Manager. and Manager agrees that Artist may appoint a certified public accountant to thoroughly audit those portions of Manager's books which concern Artist. there should be any period during which there is no such business manager in place as referred to in the preceding paragraph. Producer shall be deemed to hold in trust for Manager that portion of Artist’s gross earnings equal to Manager's compensation and the disbursements incurred by Manager on behalf of Artist. If Artist receives any gross earnings directly. and. (b) If. after deducting compensation and other payments permitted to Manager hereunder. Such audit shall take place after thirty (30) days written notice to the other party and shall take place during normal business hours. receipt books. or may act as an entrepreneur or promoter of an entertainment program in which Artist is employed. all gross earnings as herein defined shall be paid directly to Manager by all persons. or Manager's shareholders. EXAMINATION OF BOOKS.agree that neither such business manager nor any successor shall incur any liability to either of them by reason of its disbursement of Artist’s income in accordance with the provisions of this paragraph. Such activities on Manager's part shall not constitute or be deemed to constitute a breach of this Agreement or of Manager's fiduciary obligations to Artist and shall not in any way effect Manager's right to compensation hereunder. and all other records used to record or otherwise used which concern financial matters. (a) Artist acknowledges that from time to time during the Term hereof. shall promptly remit the remainder as directed by Artist. checks. and Manager may withhold Manager's compensation therefrom and may reimburse itself therefrom. the parties hereby agree that during such period. directors. acting alone or in association with others. Furthermore. Each party's right to audit the other shall be limited to no more than twice during any calendar year. officers or employees. directly or indirectly by Manager. "Books" as used herein include ledgers. including such records as may be in the possession of any business manager or accountant engaged by Artist or in the possession of any accountant engaged by Manager. 14. or as a songwriter or otherwise in the connection with literary or musical works. for any reimbursable expenses hereunder.
save and hold each other harmless from any and all losses. restriction or prohibition with respect to Artist’s right to execute this Agreement and perform its terms and conditions and that no act or omission by Artist hereunder will violate any right or interest of any person or firm or will subject Manager to any liability. or any officer. and expenses (including reasonable attorney's fees. The indemnifying party agrees to reimburse the indemnified party. and shall continue to belong to Artist. 16. expenses and court costs) arising out of or in connection with any claim which shall be inconsistent with any agreements. on demand. 17. corporation. The indemnifying party shall have the right to participate at its own cost and expense with counsel of its own choosing in the defense of any claims by a third party 8 .(b) Nothing contained in the immediately preceding paragraph shall be deemed to deprive Manager of its right to compensation hereunder because Manager or any firm or corporation owned by Manager. without first consulting with Manager. for any payments made by the indemnified party at any time after the date hereof with respect to any liability to which the foregoing indemnity applies. It is understood and agreed that during the Term hereof. WARRANTY. (a) Artist agrees not to enter into any agreement during the Term hereof with any person for the purpose of exploiting Artist’s talents or services. However. 18. warranties. association or other business entity. Artist agrees not to transfer or license any rights in or to the Name during the Term hereof to any third parties without first consulting with Manager. or claim of liability to any person. or representations made by Artist or Manager in this Agreement and which results in a final non-appealable judgment against the indemnified party or is settled with the prior written consent of the indemnified party. and/or the legal successors or representatives of any of the foregoing. As between Manager and Artist. (b) It is understood and agreed that Artist may at all times engage and utilize proper theatrical agents or booking agents. partnership. PROFESSIONAL NAME. The term "person" or "persons" as used in this Agreement shall mean any individual. Artist shall perform under the professional name hereinabove set forth (the "Name"). director. has a noncontrolling interest of any kind or nature in any firm or corporation which hereafter employs or contracts for Artist’s services. damages (consequential or otherwise). Artist shall not engage any theatrical or booking agents during the Term hereof without first consulting with Manager. (b) Artist and Manager agree to and do hereby indemnify. shareholder or employee of Manager. and Artist acknowledges that Manager will be entitled to its compensation hereunder in connection with any such employment or contract. OTHER PARTIES. INDEMNIFICATION (a) Artist hereby warrants and represents that Artist is under no disability. Artist agrees not to adopt or perform under any other name during the Term hereof without first consulting with Manager. all rights of ownership in and to the Name belong to.
except by an agreement in writing. DEFAULT. MISCELLANEOUS PROVISIONS. signed by the party against whom enforcement of the change. overnight express mail. except that notice of change of address shall be effective only from the date of its receipt. Manager shall be entitled to the reasonable value of its services and to retain all compensation theretofore paid to Manager as the reasonable value of said services. or of which Manager acquires a majority interest in the assets of said entity. the parties hereto have executed this Agreement as of the day and year first above written . If any provision hereof shall for any reason be illegal or unenforceable. ASSIGNMENT. or any covenant or provision hereof waived. Manager shall have the right to assign this Agreement only to a corporation or other entity in the business of personal management into which Manager merges or which Manager now or hereafter owns. In the event that this entire agreement is for any reason deemed to be invalid. meaning or intent of this Agreement or any portion thereof. Each party hereby warrants and represents that they have been advised of their right to seek legal counsel of their own choosing in connection with the negotiation and execution of this Agreement.under this paragraph. acquires or controls. Such notices shall be deemed given when mailed or delivered to a telegraph office. or telegraph (prepaid). This Agreement is the only agreement of the parties and there is no other collateral agreement (oral or written) between the parties in any manner relating to the subject matter hereof. 20. NOTICES. modification or waiver is sought. 24. It is agreed that as a condition precedent to any assertion by Artist or Manager that the other is in default in performing any obligation contained herein. and in any such event. This Agreement shall be deemed to have been executed in the State of Georgia and shall be construed in accordance with the laws of said State. A waiver by either party of any provision or default under this Agreement shall not be deemed or construed as a waiver of any future provision or default. all notices hereunder shall be in writing and shall be given by registered or certified mail. Intentionally deleted. This Agreement may not be changed or modified. LEGAL COUNSEL. in whole or in part. 23. the party alleging the default must advise the other in writing of the specific facts upon which it claimed that the other is in default and the other party shall be allowed a period of thirty (30) days after receipt of such written notice within which to cure such default. The headings of the paragraphs hereof are for convenience only and shall not be deemed to limit or in any way affect the scope. at the respective addresses set forth above or such other address or addresses as may be designated by either party by written notice to the other. Except as otherwise specifically provided herein. IN WITNESS WHEREOF. such unenforceability shall not affect the validity of the remaining portion and provisions hereof. then. 19. 21. illegal or unenforceable. 22.
“MANAGER” By: _____________________________ An Authorized Signatory “Artist” ________________________________ SSN: _____-_____-_____ DOB: _____/_____/_____ .
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