Exclusive Agreement to Represent Talent

XXX Talent, LLC  

Exclusive Agreement to Represent Talent 

THIS REPRESENTATION AGREEMENT (“Agreement”) is entered into effective , by and between  

XXX

XXX, LLC, (referred to as, “Representative”) and , (referred to as,  

XXX

“Client”).  

XXXt, LLC is based in Denver, Colorado.  

  1. SERVICES: Client agrees Representative will act as sole and exclusive talent representative and talent manager  to advise Client in a career in the Media and Broadcast Industry. This includes, but is not limited to, all fields of news,  weather, sports and entertainment. It is understood that Client is not presently under any other contract which will  conflict in any way with this Agreement, and that Representative will act as the sole and exclusive Representative on  behalf of Client as described herein for the duration of this Agreement.  
  2. TERM: The first term of this Agreement is three (3) years, beginning on the date listed above. This Agreement  will automatically renew for consecutive three (3) year periods with the same terms and conditions as described in  this Agreement unless either party terminates this Agreement in accordance with the provisions set forth herein. A  party who desires to terminate this Agreement must give written notice to the other party no later than ninety (90)  days prior to the end of that specific term.  
  3. CLIENT RESPONSIBILITIES: Client agrees to provide Representative with resume and video clips that may  be used to promote Client’s career. Client agrees to communicate with Representative, in the manner and frequency  requested by Representative, about Client’s career goals. Client agrees to complete employment applications upon  prospective employer’s request and follow through and be available for scheduled interviews. 
  4. REPRESENTATIVE RESPONSIBILITIES: Representative agrees to assist and guide Client in pursuing  employment or a contract for services in the Media and Broadcast Industry.  
  5. RECOMMENDATION OF LEGAL AND TAX COUNSEL: Client understands Representative is neither an  attorney nor a legal or tax expert and therefore agrees not to rely on any such advice from Representative. Client is  hereby advised to have this Agreement and any documents related to prospective employment contracts, career  decisions and any material matters that could impact Client’s career reviewed by appropriate legal and/or tax advisors.  
  6. GOOD FAITH: Representative and Client acknowledge that each party has an obligation to act in good faith,  including but not limited to, exercising the rights and obligations set forth in the provisions in this Agreement.  
  7. REPRESENTATIVE’S COMPENSATION: As compensation for Representative’s services, Client will pay an  eight and one-half percent (8.5%) commission based on Client’s receipt of gross compensation from any job or  position secured during the term of this Agreement or any renewal thereof or as a result of Representative’s services  and/or efforts on Client’s behalf. This expressly covers all employment or position(s) Client directly or indirectly  receives, under any agreement(s) or employment contract(s) entered into during or under the term of this Agreement  or any renewal thereof, in the Media and Broadcast Industry. If Client finds employment or another contractual  arrangement for services outside of Representative’s search efforts, Representative is still entitled to and shall receive  full commissions as described in this Agreement. Commissions due Representative shall become payable when Client  receives such monies or other consideration from Client’s employer, station or network (referred to collectively herein  for convenience as “Employer”) and/or by any corporation or other third party acting on behalf of Client. In no way  is this responsibility to be diminished by (a) any monies paid to any of Client’s creditors (either by legal process or  otherwise); or (b) any withholdings, deductions and/or contributions withheld at the source. Client acknowledges and  agrees that Representative only accepts payments of commissions electronically, based on the payment service  provider of Representative’s choice. Representative reserves the right to change the payment service provider by  giving reasonable written notice to Client. Client shall initiate regularly scheduled electronic transfers to  Representative’s bank account, at no cost to Representative, for all commissions owed. At Representative’s sole  option, Client hereby authorizes Representative to arrange for the automatic debit and reoccurring transfer of  

X_____(Representative Initial) Page 1 of 5 X____(Client Initial)  

Representative’s commission from Client’s bank account(s) to Representative’s bank account(s), or to collect all such  monies directly from Employer during each and every pay period for which Client receives compensation due  Representative under the terms of this Agreement.  

  1. CLIENT PAYMENT OBLIGATION: If during the term of this Agreement, or any renewal thereof, Client is  released, terminated, demoted, or otherwise, disciplined, because of Client’s misconduct, morals clause violations,  tardiness, cause or other negligent performance, from any contract, agreement, or other arrangement for which a  commission is due Representative under this Agreement, Client’s responsibility and obligation to pay Representative  pursuant to this Agreement shall remain in full force and effect. Client shall remain liable to pay full commissions to  Representative for the full term of Client’s employment contract or other agreement for services, as if such release,  termination, demotion, or other discipline had not taken place.  
  2. CLIENT’S CURRENT EMPLOYMENT: Representative shall not be entitled to receive any compensation or  commission on any compensation Client receives from Client’s present employer at the time of signing this Agreement  unless: (a) per Client and Representative agreement in writing, Representative renegotiates the terms of Client’s  employment with Client’s present employer or, (b) during the term of this Agreement or any extensions of this  Agreement, Client returns to Client’s present employer after having left employ of said employer. If either (a) or (b)  of this paragraph apply, Representative shall be entitled to full commissions pursuant to this Agreement.  
  3. EARNINGS: For purposes of calculating Representative’s commissions, Client’s compensation includes, but is  not limited to, salaries, earnings, fees, signing bonuses, freelance compensation, royalties, program residuals and the  total amount earned or received directly or indirectly by Client from on the air, online and all types of media and  broadcast work. All Representative commissions will be based on gross Client earnings prior to any taxes or  deductions. Client compensation shall not include overtime compensation, 401(k) benefits, or any health insurance  benefits. Client is obligated to notify Representative in writing of all aspects, including specific amounts, of Client’s  compensation, as well as any changes to compensation, within five (5) business days of any such change, so the parties  may calculate the commissions owed. Upon Representative’s request, Client agrees to provide proof and copies of  Client’s payroll, including, but not limited to Employment Contracts and Agreements, W-2’s and payroll receipts. If  Client forms a corporation or other entity, compensation paid to the corporation for Client’s services shall be  commissionable to Representative as if Client received the compensation directly. Representative will be entitled to  receive full commissions after the termination of this Agreement by either party for as long a period thereafter as the  Client shall continue to receive consideration and compensation pursuant to any agreement(s) or employment  contract(s) entered into during the term of this Agreement or any renewal thereof. As long as Client is employed at  or providing services to said Employer that Representative secured for Client or that Client secured while under the  terms of this Agreement or any renewal thereof, Client is obligated to pay full commissions based on this Agreement,  regardless of whether Client and Representative have terminated this Agreement. Representative’s right to receive  commissions after termination of this Agreement shall continue during the extended term(s) of any and all  agreement(s) or employment contract(s) entered into by Client with Employer regardless of whether the date of actual  exercise of said option(s) is before or after the termination of this Agreement. A change in corporate form of Client  or Client’s employer for the purpose of evading this provision, or a change in the corporate form of Client or Client’s  Employer, resulting from reorganization or otherwise, shall not nullify the application of these provisions.  
  4. LATE CHARGE: Commissions are due and payable to Representative by the 1st of the month, and are late if  not received by the 5th of the month. Electronic transfer of funds generally takes three to five (3-5) business days after  initial processing. Commissions will be deemed late if not in Representative’s account on the 5th of the month. If  commissions are not fully paid and or received by the 5th of the month, late fees shall be assessed as follows: Client  will be assessed a late fee of $60 on the 6th day of the month, and an additional $10 per day thereafter ($50 one-time  late fee plus $10 per day). Commissions are not deemed paid until they are deposited in Representative’s bank account  and available without restriction. Late fees will continue to accrue until all outstanding commissions, late fees, and  transfer fees, if any, have been paid in full. The above-referenced late fees also apply in the case where an electronic  transfer or draft is deficient in any manner.  
  5. EXPENSES: Representative will not be responsible for any expenses incurred by Client including but not limited  to legal and/or accounting fees, costs related to the assembly and duplication of talent demonstration reels, or any  travel expenses. 

X_____(Representative Initial) Page 2 of 5 X____(Client Initial)  

  1. REPRESENTATIVE’S SERVICES: Representative’s services under this Agreement are not exclusive to  Client, and Representative, in Representative’s sole discretion, shall at all times be free to perform the same or similar  services for other parties as well as engage in any and all other business and professional activities and employment  opportunities. Representative is not required to devote the entire time and attention of its staff and personnel for  Client’s benefit. Representative will be available to Client at all reasonable times for consulting and advising Client  with regard to Client’s career in the Media and Broadcast Industry. Client understands nothing in this Agreement  shall be interpreted to establish an employer/employee relationship between Representative and Client.  Representative may promote the interests of other clients to the same, similar or competing employment or career  opportunities.  
  2. CONFIDENTIALITY: Client and Representative agree to keep all conditions of this Agreement strictly  confidential. Neither party shall disclose details of this Agreement to any third parties, to include friends, employers,  co-workers and associates, except as required by law or requested by any official tax authority. Client and  Representative agree confidentiality is an important part of this Agreement and a violation of this section will be  considered a material breach of this Agreement. Notwithstanding this provision, Representative may publicly promote  Client and Client’s career placement.  
  3. ARBITRATION: Client and Representative agree that arbitration is the sole dispute resolution process available  to them for any disputes relating to this Agreement, with the sole exception of nonpayment of commissions by Client.  The parties agree that, prior to initiating the arbitration process, they will make every effort to resolve their disputes  informally. If they are unable to resolve their disputes by negotiation and/or mediation, either party may initiate  arbitration by sending a written notice of arbitration to the other party. The notice of arbitration shall state with  particularity the specific nature of the dispute. The arbitrator will be selected pursuant to the mutual agreement of the  parties, and the location of any arbitration hearing shall be in the metro area of Denver, Colorado. If the parties are  unable to agree on an arbitrator, the arbitrator will be designated by the Chief Judge of the Second Judicial District  Court, State of Colorado. Any award rendered by the arbitrator shall be enforced, if necessary, in the Second Judicial  District Court, State of Colorado. The arbitrator may award any relief recognized by Colorado law, which could be  awarded by a District Court of this state, including injunctive relief and attorney’s fees. The arbitrator shall award  reasonable attorneys’ fees and costs to the prevailing party. 

With respect to an alleged nonpayment of commissions, Representative may, but is not required to, elect to file legal  action in any Colorado civil court. Representative may also elect to retain the services of a collection agency or  attorney. If Representative utilizes arbitration, a collection agency or other legal means to enforce the payment of  commissions due under this Agreement, or any renewal thereof, Client shall be obligated to reimburse Representative  for all reasonable attorney’s fees, arbitration costs, court costs and full costs of using a collection agency.  

  1. INDEMNIFICATION: Client expressly indemnifies and holds harmless Representative and Representative’s  successors, if any, and each of their respective officers, independent contractors, agents, and employees from any and  all criminal or civil actions, and from any claims by any third party related to Client’s alleged violation(s) of any local,  state or federal law.  
  2. LIMITATION OF LIABILITY: NEITHER REPRESENTATIVE OR ITS SUCCESSORS, IF ANY, NOR  ANY OF THEIR RESPECTIVE OFFICERS, INDEPENDENT CONTRACTORS, AGENTS OR EMPLOYEES,  WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY  INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF  THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT  PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES. 
  3. NON-DISPARAGEMENT: Client agrees that during representation by Representative and thereafter,  indefinitely, Client will not disparage OTA Talent, LLC, its owner, or any of its employees, contractors, officers,  agents or clients, or otherwise take any action which could reasonably be expected to adversely affect the personal or  professional reputation of OTA Talent, LLC, its owner, or any of its employees, contractors, officers, agents or  clients. OTA Talent, LLC agrees not to disparage Client. 

X_____(Representative Initial) Page 3 of 5 X____(Client Initial)  

  1. DISCLOSURE RIGHTS: Client is hereby notified that a nonpayment, late payment or breach of any terms of  this Agreement may be submitted/reported to a credit reporting agency and may create a negative credit record on  Client’s credit report. If someone requests information on Client for required law enforcement or governmental  purposes, Client hereby authorizes Representative to provide it without fear of any penalty or liability.  

  

  1. CHOICE OF LAW AND FORUM SELECTION: This Agreement shall be construed, governed, interpreted and enforced in accordance with the laws of the state of Colorado without regard to conflict of law principles. Any suit or proceeding hereunder shall be brought exclusively in Colorado. Each party consents to the personal jurisdiction  of any civil court located in Colorado and waives any objection that such courts are an inconvenient forum.  
  2. ASSIGNMENT: Representative reserves the right to reassign this Agreement, and its full responsibilities and  privileges, to any successor in interest, or other representative or talent agent or agency, at any time and for any  reason. Any such assignment will in no way affect the validity of this Agreement. Client is not allowed to assign  this Agreement.  
  3. PARTIAL INVALIDITY: Nothing contained in this Agreement shall be construed as waiving any of Client’s  or Representative’s rights under the law. If any part of this Agreement conflicts with applicable law, that part of the  Agreement shall be void to the extent that it is in conflict but shall not invalidate this Agreement nor shall it affect the  validity or enforceability of any other provision of this Agreement.  
  4. EARLY TERMINATION: The initial (first) seven (7) month period during which Representative conducts a  career search on Client’s behalf pursuant to this Agreement shall be referred to as the “Initial Search Period.” If Client  has not received a bona fide offer of employment or contract for services from a potential Employer during the Initial  Search Period, either party may, upon thirty (30) days’ written notice to the other party, terminate this Agreement.  Any termination under this Agreement will be automatically rescinded, however, if a bona fide offer of employment  or contract for services is received during the aforesaid thirty (30) day notice period. This Early Termination provision  is only available to the parties during the Initial Search Period; subsequently, the parties are bound by the termination  provisions found elsewhere in this Agreement.  
  5. POST-TERMINATION OBLIGATION: If, during the term of this Agreement, Representative submits Client  to a prospective or potential Employer, and if within one hundred eighty (180) days after the termination of this  Agreement, Client accepts an offer of employment or contract for services from that Employer, Client shall be  obligated to pay Representative commissions on any compensation received as a result of the offer as if the contract  or employment relationship were entered into during the term of this Agreement. Representative shall, at Client’s  request, negotiate the terms of any contract or employment relationship and provide Client with all the services due  Client under this Agreement, during the term of Client’s contract or employment with Employer, as if this Agreement  were in full effect.  
  6. SCANDAL CLAUSE: Representative may, in its sole discretion, immediately terminate this Agreement with  written notice if Client is, or has been, the subject of scandal, contempt, public spectacle, is arrested, or is convicted  of any crime or involved in or the subject of any moral offense. Notwithstanding Representative’s termination of this  Agreement under any such circumstance, Client shall remain fully obligated to satisfy all financial and legal terms of  this Agreement or any renewal thereof, including but not limited to the payment of commissions to Representative.  
  7. 26. CLIENT’S NOTIFICATION OBLIGATION TO REPRESENTATIVE: Prior to executing this Agreement,  Client must inform Representative of any prior and current incidents that fall, or reasonably could fall, within the  Scandal Clause above. Subsequently, Client shall have an ongoing obligation to notify Representative of any incident  that falls, or reasonably could fall, within the Scandal Clause above no later than twenty-four (24) hours of Client’s  knowledge of the incident(s). Client’s failure to notify Representative of any such incident(s) in a timely manner shall  be treated as a violation of the Scandal Clause and constitute grounds for Representative, in its sole discretion, to  immediately terminate this Agreement and Client shall remain bound by this Agreement or any renewal thereof,  including but not limited to the payment of commissions to Representative.  
  8. NOTICES: All notices and all other correspondence which this Agreement requires shall be in writing. Notices  may be delivered by postal or commercial carrier, by electronic mail, facsimile or by registered or certified mail,  postage prepaid, addressed to a party as stated below. Notice given by U.S. mail is effective the third (3rd) U.S. Post 

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Office delivery day after the date of mailing. Either party may change their address for receiving Notices by giving  the other party written notice of such change. As an alternative to physical delivery, all documents, including this  Agreement and written notices, may be delivered in electronic form, including by electronic document scanning,  electronic mail and facsimile. Both parties agree this type of delivery of all documents and notices will be considered  legal and binding.  

  1. COUNTERPARTS AND ELECTRONIC SIGNATURES: This Agreement may be executed in one or more  counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken  together, will be deemed to constitute one and the same agreement. The parties acknowledge that, pursuant to the Electronic Signatures in Global and National Commerce Act (e-signature bill), the use of a digital signature is as legally valid as a traditional signature written in ink on paper. The parties agree that the facsimile, email or other  electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or  electronic copies hereof shall be deemed to constitute duplicate originals.  
  2. ELECTRONIC DELIVERY: As an alternative to physical delivery, all documents, including this Agreement  and written notices, may be delivered in electronic form, including by electronic document scanning, electronic mail  and facsimile. Both parties agree this type of delivery of all documents and notices will be considered legal and  binding.  
  3. ENTIRE AGREEMENT: This Agreement contains the entirety of the agreement between the parties and  supersedes any and all prior written or oral agreements. There are no modifications or amendments to this Agreement  unless both parties agree in writing, which must be signed and executed by both parties. Client acknowledges that he  or she has carefully and fully read and understands this Agreement. Client also acknowledges that he or she has had  an opportunity to discuss the provisions of this Agreement with an attorney of their own choice and has signed this  Agreement voluntarily.  

IN WITNESS WHEREOF, Representative and Client have executed this Agreement on the date listed at the beginning  of this Agreement.  

Representative: Client: 

XXX LLC Name: _________________________________________________ XXX

XXX.com Address: _______________________________________________  www.XXXTalent.com  

XXX E-mail: ________________________________________________    

 Telephone: _____________________________________________  

  

  

Signatures:  

XXX TALENT, LLC CLIENT  

XXX

By:________________________________________ __________________________________________   (Date) (Date)  

X_____(Representative Initial) Page 5 of 5 X____(Client Initial)  

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