Exclusive Agreement to Represent Talent

Exclusive Agreement to Represent Talent

This REPRESENTATION AGREEMENT (“Agreement”) is entered into effective 07/01/2022, by and between OTA
Talent, LLC, (referred to as, “Representative”) and David Williams (referred to as “Client”). OTA TALENT, 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 careerhelp Client obtain employment in the Media and Broadcast Industry, and representing
    Client in such transactions. 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: This Agreement shall begin on the date listed above and shall last for The first term of this
    Agreement is three (3) years unless terminated by the parties according to the provisions of this Agreement.,
    beginning on the date listed above. This Agreement
    will 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
    decisions and any material matters that could impact Client’s career reviewed by appropriate legal and/or tax advisors.
    hereby advised to have this Agreement and any documents related to prospective employment contracts, career
  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
    eight and one-half percent (8.5%) commission based on Client’s receipt of gross compensation from any job or
    position in the Media and Broadcase industry that was secured solely through the Representative’s services under
    this Agreement. Accordingly, Representative shall not be entitled to any payment in the event Client finds
    employment or other contractual arrangement for services outside the Representative’s efforts. 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’s cost, for all
    commissions owed. At Representative’s sole option, Client hereby authorizes Representative to
    arrange for the automatic debit and reoccurring transfer of Representative’s commission from Client’s

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

  1. CLIENT PAYMENT OBLIGATION: Client’s obligation to pay Representative pursuant to this Agreement
    shall cease in the event of any unforeseen event that leads to Client’s termination, demotion, or otherwise
  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
    shall be limited to salaries, earnings, and fees earned or received by Client from jobs secured solely
    through the Representative’s services under this Agreement. 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, or commission from any
    compensation Client receives outside this Agreement. 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 beshall not 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, 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.

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 5 th of the month. If
commissions are not fully paid and or received by the 5 th of the month, late fees shall be assessed as follows: Client
will be assessed a late fee of $60 on the 6 th 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.

  1. 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.

of the month.

5th not received by the of the month, and are late if

1st Commissions are due and payable to Representative by the

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  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 Representative’s role in assisting Client obtain employment, and representing Client in such
    transactions. 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. However, Representative shall not disclose any term under this
    Agreement during the promotion(s).
  3. FORCE MAJEURE: Neither party shall be considered in default of performance of any obligations under this
    Agreement or the Additional Agreement if such performance is prevented or delayed by Force Majeure. “Force
    Majeure” shall be understood to be any cause which is beyond the reasonable control of the party affected and which
    is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to
    war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or
    cessation of activity, accident, fire, natural disaster, wind or flood or any requirements of law, or an act of God.
  4. DISPUTE RESOLUTION ARBITRATION: If either party has any concerns or disputes under this
    Agreement, the aggrieved party agrees first to try to resolve the dispute informally by contacting the other party. The
    parties shall give each other a full and fair opportunity to address and resolve a dispute informally. In the event
    informal efforts to resolve disputes are unsuccessful, the dispute or difference between the Client and the
    Representative arising under or which are related to this Agreement shall be settled by mediation or negotiation.If
    either of the said processes is not successful, the parties shall then attempt to solve the dispute via arbitration, 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. In the event the parties fail to reach an agreement under arbitration, the dispute may be solved through
    litigation in any court of competence in Colorado. Further, disputes regarding an alleged nonpayment of
    commissions shall only be settled only by litigation under this Agreement., 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.
  5. 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.

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RELATION THIS AGREEMENT. Either party’s entire liability to the other party under this
Agreement or any applicable law or equity shall be limited solely to actual and proven direct
damages sustained by such party as a result of the gross negligence or willful misconduct of the other
party and its Affiliate and their respective directors, officers, employees and agents in the
performance of their respective services and other obligations under this Agreement.

  1. 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.
  2. DISCLOSURE RIGHTS: Client is hereby notified that upon a total nonpayment of commissions as required
    under this Agreement, Representative may report Client to a Credit Reporting Agency, which may create a negative
    credit report for Client. ,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.
  3. 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.
  4. ASSIGNMENT: Respondent shall not assign this Agreement and any of its rights hereunder to any
    third party unless Client issues a written approval and/or consent of the assignment. Client reserves the
    discretion to terminate this Agreement in the event Representative notifies Client of its intention to assign
    this Agreement and the Representative’s rights.
  5. 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.
  6. 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. For the purpose of this Agreement, “Bona Fide Offer
    of Employment” means a definite offer paying wages of at least the applicable reasonable state minimum
    wage for professionals in the Media and Broadcasting industry. The employment may be on a shift; full or
    part-time; and temporary, seasonal or permanent. Any termination of this Agreement may be rescinded in
    the event a bona fide offer of employment is received within the thirty (30) days’ notice period.
    Notwithstanding the foregoing, either party may terminate this Agreement at any time.
  7. 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

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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. Client’s payment
obligation shall begin after Client accepts an offer of employment.

  1. 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. Client’s payment obligations shall cease
    immediately Representative terminates this Agreement under 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 payment obligations shall cease immediately Representative terminates this
    Agreement under this Agreement.
  3. 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
    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.
  4. 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.
  5. 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
  6. 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:

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