Sample Agency Agreement - Modify as Necessary - Generally for talent matters.
EXCLUSIVE AGENCY AGREEMENT
This Agreement made and entered into this the ____ day of _________________,
20____,
by
and
between
______________________________
______________________________
("Agent")
and
("Employer"):
1.
(a)
ENLARGEMENT AND TERM: Employer desires to obtain development
and enhancement of Employer's professional career. Employer hereby engages Agent as
Employer's sole and exclusive personal Agent in the entertainment, amusement, music, recording
and literary fields, throughout the world, for the term of ____ year(s) commencing at the signing
of this Agreement and under the terms and conditions hereinafter set forth.
(b)
Employer hereby grants Agent ____ irrevocable consecutive option(s) to
extend the term of this agreement for a period of one year each upon all the terms and conditions
hereof. Said options shall be exercised automatically unless thirty (30) days prior to the end of
the then current term Agent gives Employer written notice to the contrary.
2.
SERVICES: Agent accepts said employment and agrees subject to Employer's
availability and cooperation:
(a)
To advise and counsel Employer with respect to decisions concerning
employment, publicity, selection of literary, Employer and musical material, wardrobe, public
relations and advertising, selection of theatrical and booking and advertising, selection of
theatrical and booking agencies and/or Employer's agents and all other matters pertaining to
professional activities and career in the entertainment, amusement, music, recording and literary
fields.
(b)
To advise and counsel Employer with relation to the adoption of the
proper format for presentation of Employer's talents and in the determination of proper style,
mood and setting in keeping with Employer's talents and best interests.
(c)
To advise and counsel Employer with regard to general practices in the
entertainment, amusement, music, recordings and literary fields, and with respect to
compensation and terms of contracts related thereto.
(d)
To use Agent's reasonable efforts to promote and enhance Employer's
professional reputation and standing.
(e)
To be available to Employer for consultation and rendition of services to
Employer at reasonable times.
3.
EXPENSES:
(a)
Employer agrees to reimburse Agent for any and all reasonable expenses
which Agent may incur on Employer's behalf or on Employer's account, including but not limited
to those in connection with postal correspondence, long distance telephone calls, telegrams,
publicity materials, and travel expenses on Employer's behalf.
(b)
Reimbursement of expenses as aforesaid shall be due within thirty (30)
days after receipt by Employer or Employer's financial representative of statements setting forth
the nature and amount of Agent's expenses. See paragraph 11, below.
4.
COMPENSATION: Since the nature and extent of the success or failure of
Employer's career cannot be predetermined, it is Employer's desire that Agent's compensation be
determined in such manner as will permit Agent to accept the risk of failure and likewise to
benefit to the extent of Employer's success. As compensation for Agent's services, as
hereinabove described, Employer agrees to pay Agent the following compensation:
(a)
A sum equal to ______________ percent (____%) of any and all gross
monies or other considerations which Employer earns during the term hereof as a result of
Employer's activities in and throughout the entertainment, amusement, music, recording and
literary fields.
(b)
Employer agrees to pay Agent with respect to gross monies or other
considerations which Employer earns following the expiration of the term hereof in connection
with any and all engagements, contracts and agreements entered into or substantially negotiated
during the term hereof relating to any of the foregoing, and upon any and all extensions,
modifications, renewals and substitutions thereof; and upon any such resumptions of such
engagements, contracts, and agreements which may have been discontinued during the term
hereof and resumed within one (1) year thereafter, a sum equal to ______________ percent
(____%) of said gross monies.
(c)
The commission(s) set forth in Clause 4(b) above shall be based on the
gross monies or other considerations which Employer earns from all applicable engagements,
contracts, and agreements pursuant to the terms set forth in said engagements, contracts, and
agreements or agreed upon prior to the expiration of the term hereof, including any improved
terms of such engagements, contracts, and agreements if such improved terms are agreed upon
subsequent to the expiration of the term hereof.
(d)
Agent shall receive the foregoing compensation whether or not any
employment, engagement, contract, agreement or other income producing activity shall have
been procured by Employer as a result of Agent's advice, consultation, or other efforts and
whether or not the term of said employment, engagement, contract, agreement or income
producing activity shall be effective or continued before, during or after the term of this
Exclusive Agency Agreement, Page 2
Agreement, provided that Employer earns "gross monies or other considerations" with respect
thereto during the time periods set forth in Clause 4(b) above.
(e)
Agent's percentage share shall extend to all gross monies or other
considerations which Employer receives from all judgments, awards, settlements, payments,
damages, and proceeds relating to any suits, claims, actions and proceedings arising out of the
alleged breach or non-performance by others of any such engagements, contracts, and agreements
referred to above.
5.
AGENCY REPRESENTATION: IT IS CLEARLY UNDERSTOOD THAT
Agent IS NOT AN EMPLOYMENT AGENCY OR A THEATRICAL AGENT.
6.
INDEPENDENT ACTIVITIES: Agent may have and maintain other interests of
any kind in the activities or enterprises of others and Agent shall have the right to render Agent's
services to anyone else either in the capacity in which Agent is employed by Employer hereunder
or otherwise.
7.
EXCLUSIVITY: Employer agrees not to employ during the term hereof any other
person or entity to act for Employer in the capacity in which Employer has engaged Agent
hereunder.
8.
CONSULTATION: Employer shall refer to Agent all verbal or written leads,
communications, or requests for the rendition of Employer's services. Employer shall consult
with Agent concerning each and every engagement, performance, booking or contract offered to
Employer and Employer shall also consult with Agent regarding each engagement, performance,
booking or contract that Employer accepts.
9.
AUTHORITY: Agent may, on Employer's behalf, do the following: approve and
permit any and all publicity and advertising; approve and permit the use of Employer's name,
photograph, likeness, voice, sound effect, caricature, literary, Employer and musical materials for
purposes of advertising and publicity and in the promotion and advertising of any and all
products and services; execute for Employer in Employer's name and/or in Employer's behalf any
and all agreements, documents, and contracts for Employer's services, talents and/or Employer,
literary and musical materials, collect and receive sums as well as endorse Employer's name to all
checks payable to Employer for Employer's services, talents and literary and Employer materials
and retain therefrom all sums owed to Agent. Employer shall refer to Agent all verbal or written
leads, communications or requests for the rendition of Employer's services in the entertainment,
amusement, music, recording and literary fields.
10.
FURTHERANCE OF CAREER: Employer agrees at all times to devote
Employer to the furtherance of Employer's career and to do all the things necessary and desirable
to promote Employer's career and earnings therefrom. Employer will not enter into any
agreement or commitment which shall in any manner interfere with Agent's carrying out the
terms and conditions of this Agreement.
Exclusive Agency Agreement, Page 3
11.
LOANS: Agent is not required to make any loans or advances ("Loaned Funds")
to Employer or for Employer's account, but if Agent does so, Employer shall repay them within
thirty days from the date of demand by Agent for repayment thereof, and Employer hereby
authorizes Agent to deduct the amount of any such loans or advances from any sums Agent may
receive for Employer's account. Agent hereby agrees that no repayment of Loaned Funds by
Employer shall be required unless and until Employer has received "gross monies or other
considerations" as defined in paragraph 12(b), below. The authority granted to Agent is coupled
with an interest and shall be irrevocable during the term hereof.
12.
follows:
DEFINITIONS: When used in this Agreement, the following terms are defined as
(a) The term "entertainment, amusement, music, recording and literary fields"
shall include any and all branches of such fields now existing or hereafter developed, conceived,
or used, including, but without limiting the generality of the foregoing, the following: motion
pictures, free and pay television, home video, literary endeavors, theatrical engagements,
legitimate stage, personal appearances, concerts, public appearances in places of amusement and
entertainment, records and recordings, publishing, publications, radio, and the use of Employer's
name, likeness and/or talent for purposes of merchandising, commercial exploitation, advertising
and/or trade.
(b) The term "gross monies or other considerations" shall include all forms of
income derived from Employer's professional career without any deductions, including, but
without limiting the generality of the foregoing, the total compensation, salaries, earnings, fees,
advances, royalties, residuals, repeats and/or rerun fees, gifts, bonuses, shares of stock, shares of
profit, partnership interests, percentages, property of any kind, and the total amount paid for any
endorsements, or any entertainment package or package program, live or recorded, earned and
received, directly or indirectly by Employer, or Employer's heirs, executors, administrators or
assigns, or any other person, firm or corporation in Employer's behalf, or in which Employer
shall have any interest of any kind. In the event that Employer receives as all or part of
Employer's compensation for activities hereunder, stock or the right to buy stock in any
corporation or that Employer becomes the packager or owner of all or part of an entertainment
property, whether as an individual proprietor, stockholder, partner, joint venturer or otherwise,
Agent's percentage shall apply to Employer's said stock, right to buy stock, individual
proprietorship, partnership, joint venture or other forms of interest, and Agent shall be entitled to
Agent's percentage share thereof. In the event that any corporation, partnership, trust, joint
venture, association or proprietorship, or other business entity in which Employer or any member
of Employer's family, has a direct or indirect interest, shall receive any compensation for
permitting or contracting for the use of Employer's services, name, likeness or endorsement, then
such compensation shall be deemed to be "gross monies" received by Employer for the purposes
of this Agreement.
(c) The terms "engagements," "contracts," "agreements," and "employment" shall
include any and all engagements, contracts, agreements or employment of any kind whatsoever,
now in existence or entered into, prior to or negotiated for during the term hereof or substantially
Exclusive Agency Agreement, Page 4
negotiated during the term hereof (including contracts to refrain from any services or activities)
in any way pertaining to (i) any of Employer's activities or services, Employer's name or
Employer's likeness, materials and/or other interests in any branch of the entertainment,
amusement, music, recording and literary fields including contracts for entertainment packages
and package programs; (ii) the sale, lease, license, use or other disposition of material or any
right, title, interest or control of any kind in and to material; and (iii) any forms of merchandising
or commercial exploitations. The terms "engagements," "contracts," "agreements," and
"employment" shall apply to any such engagements, contracts, agreements, and employment
whether entered into by Employer or in Employer's behalf, or any other person, firm or
corporation in which Employer has or shall have any interest of any kind.
(d) The terms "activities," "services," and "interests," shall include any and all of
Employer's activities, services and interests in any capacity of any kind whatsoever in the
entertainment, amusement, music, recording and literary fields, whether as an employee,
independent contractor, or otherwise, whether as a performer of any kind, recording Employer,
actor, announcer, composer, conductor, arranger, author, writer, publisher, musician, singer,
lyricist, Employer designer, choreographer, cameraman, technician, director, producer, packager,
owner of any entertainment package, supervisor, executive or otherwise and shall also include
Employer's name, voice, and likeness as aforesaid.
(e) The term "material" shall include any and all material of any kind whatsoever
which Employer may now, or at any time, during the term hereof, own or have any right, title,
interest, or control therein of any kind, including but without limiting the generality of the
foregoing, literary, dramatic, choreographic and musical materials, names, likenesses, signatures,
recorded voices and the like, whether of Employer or anyone else, ideas, characters, trade names,
trademarks, programs, entertainment packages and musical compositions of any kind.
(f) The terms "merchandising" and "commercial exploitation" shall mean all
forms of exploitation (with or without the use of names, voices or likenesses) of any kind now
known or hereafter conceived, including, but not limited to, the right to use any activities,
services, interest or any materials for products for service designations, trademarks, trade names,
games, dolls, toys, cutouts, comic books or strips, endorsements, testimonials, and the like.
13.
TERMINATION:
(a) Agent shall have the right to terminate this Agreement upon written notice to
Employer. Employer shall have the right to terminate this Agreement upon thirty days' written
notice to Agent, solely upon Employer's physical inability to perform and which such physical
inability is of a continuing and permanent nature. (The physical inability of one of the Employer
to perform as contemplated hereunder shall in no way effect the enforceability of this Agreement
with respect to the other Employer.)
(b) In the event Employer decide to cease performing as contemplated by this
Agreement, it is Agent’s sole option to continue this Agreement, or Agent may treat this
Agreement as terminated, without further obligation hereunder. Employer herein agrees that
Exclusive Agency Agreement, Page 5
should Employer decide to cease performing as contemplated in this Agreement, Employer shall
be prohibited from performing for compensation or from entering into another management
agreement with anyone other than Agent for a period of three years from the date of termination
of this Agreement as provided in this paragraph.
14.
MISCELLANEOUS:
(a) The instrument sets forth the entire agreement between the parties hereto with
respect to the subject matter hereof and no modification, amendment, waiver, termination or
discharge of any provision hereof shall be binding upon the parties unless confirmed by a written
instrument executed by the parties. No waiver by either party of any term or provision of this
agreement or of any default hereunder shall affect the parties' right hereafter to enforce such
terms or provision, or to exercise any right or remedy in the event of any other default, whether
or not similar. This Agreement shall not become effective until accepted and executed by the
parties. The parties hereby represent and warrant that no statement, promise, representation, or
inducement, except as herein set forth, has been made on any party's behalf, or by any of such
party's employees or representatives. Should any provision of this agreement be void or
unenforceable, such provision shall be deemed severed and this Agreement with such provision
severed shall remain in full force and effect to the extent permitted by law; provided, however,
that in the event such severance shall materially affect Manger's right to receive compensation
under this Agreement, Agent shall have the right to elect to treat Agent's obligations under this
Agreement as terminated. This Agreement shall inure to the benefit of the parties hereto and to
their respective successors, assigns and heirs.
(b) This Agreement shall not be construed as creating a partnership between the
parties. It is specifically understood that Agent is acting hereunder as an independent contractor.
(c) Employer shall cause any corporation, partnership, trust or other business
entity which Employer now owns or controls or may hereafter own or control or in which
Employer has a direct or indirect interest of any nature, or which is directly or indirectly
controlled by Employer or under the common control of Employer and others (collectively
hereinafter "firm") and which firm has the right to Employer's services, to enter into an
agreement with Agent on the same terms and conditions as contained in this agreement, and
Employer agrees that all gross monies or other considerations directly or indirectly earned or
received by such firm in connection with Employer's activities in the entertainment, amusement,
music, recording and literary field shall be subject to Agent's commission hereunder. Any
agreement with such firm shall provide that such firm has a right to furnish Employer's services
on the terms and conditions set forth in this contract, and the firm shall become a party to this
contract. Employer shall personally guarantee the obligation of any such firm.
(d) Employer represents and warrants that Employer has been advised of
Employer's right to seek legal counsel of Employer's own choosing in connection with the
negotiation and execution of this contract.
Exclusive Agency Agreement, Page 6
(e) Employer represents and warrants that Employer is wholly free to enter into
this contract and to grant the rights herein granted to Agent, and that Employer is not a party to
any agreements, and that Employer does not have any obligations, which conflict with any of the
provisions hereof.
(f) All notices to Agent hereunder and payments to Agent hereunder shall be sent
to Agent's address written below.
(g) Upon any dispute under or relating to the terms of this Agreement, or the
breach by Employer thereof, it is agreed that Agent shall be entitled to recover from Employer
any and all costs reasonably incurred by the enforcement hereof including without limitation,
reasonable attorneys' fees.
(h) Employer shall at all times defend, indemnify and hold Agent and Agent's
respective agents, employees, representatives, affiliated entities, successors, heirs and devisees or
legatees, harmless for and against any and all claims, damages, liabilities, costs and expenses,
including without limitation, reasonable legal expenses and attorneys' fees, arising out of any
breach by Employer of any warranty, representation or agreement made by Employer hereunder.
(i) Agent may assign Agent's rights hereunder to any person, firm or corporation.
(j) This Agreement shall be deemed to be executed in the State of Mississippi and
shall be construed in accordance with the laws of said state.
(k) The headings of the clauses of this agreement are included for ease of
references only, are not part of this agreement and are not to be used in the construction and
interpretation of the terms hereof.
WITNESS our hands and seals, this the ____ day of _________________, 20____.
Agent: _________________________________
Employer: _________________________________
Address: _______________________________
Address: __________________________________
_______________________________________
__________________________________________
Exclusive Agency Agreement, Page 7
STATE OF _________________
COUNTY OF _______________
PERSONALLY came and appeared before me, the undersigned in and for the said county
and state within my jurisdiction, the within named _____________________________, who
acknowledged that he/she executed the above and foregoing instrument on the date mentioned
therein.
GIVEN under my hand and official seal of office on this the _____ day of
_________________, 2000.
__________________________
NOTARY PUBLIC
My Commission Expires:
______________________
Exclusive Agency Agreement, Page 8
STATE OF __________________
COUNTY OF ________________
PERSONALLY came and appeared before me, the undersigned in and for the said county
and state within my jurisdiction, the within named _______________, who acknowledged that
she executed the above and foregoing instrument on the date mentioned therein.
GIVEN under my hand and official seal of office on this the _____ day of
_________________, 2000.
__________________________
NOTARY PUBLIC
My Commission Expires:
______________________
Exclusive Agency Agreement, Page 9