MODEL REPRESENTATION PARTNERSHIP AGREEMENT

MODEL REPRESENTATION PARTNERSHIP AGREEMENT

BETWEEN

WARRIOR MODEL MANAGEMENT

AND

__________________________________ (hereinafter referred to as the “Partner”)

________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., hereinafter “Effective Date” entered into by Warrior Model Management, hereinafter referred to as “WMM” and The Partner (Warrior Model Management and the Partner collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

RECITALS

1. WHEREAS, WMM manages __________________, born on __________________, hereinafter referred to as the “Model”.
2. WHEREAS, WMM and the Partner wish to partner for the purpose of representing the Model in _________________________________________, hereinafter the “Territory”.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       COMMENCEMENT AND DURATION

This Agreement shall be valid from the Effective Date for _____________years unless earlier terminated by the Parties.

• COMPENSATION

In consideration of this partnership agreement, the Partner hereby agrees to pay _____% of any profit realized on the Model to WMM promptly in the form of a company check or wire transfer, in addition to any transfer charges, and without any default. This compensation shall be due on _________________.

• THE PARTNER’S WARRANTIES AND ACKNOWLEDGMENTS 
• The Partner hereby warrants not to represent the Model in any other place other than the Territory defined above.
• The Partner hereby warrants to perform the services dutifully and diligently and with the standard of care prevailing in the industry.
• The Partner shall always seek the Model’s interest and goal.
• The Partner warrants and acknowledges not to present the Model to any other agency.
• The Partner understands that all commission payments, as well as a copy of the earnings statement, are to be submitted quarterly by them and their agency to the WMM’s office in Philadelphia at 2930 Jasper Street, Suite 207, Philadelphia, Pennsylvania 19134 USA. Payment should be in the form of a company check or wire transfer charges to WMM. Commission payments will be made without regard to the Model’s performance or status of the account with the Partner and will continue for as long as the Model maintains their Agreement with WMM and remains represented by the Partner. Additionally, if the Model leaves WMM, the commission payments will continue for __________years after the Model has departed from WMM. The Partner shall be liable to pay WMM all costs incurred in recovering any amount due to WMM.

• INDEMNIFICATION AND LIABILITY

The Partner shall indemnify, hold harmless WMM and defend WMM and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to any act or omission of the Partner. The Partner agrees that WMM shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Partner’s expense.

• NON-ASSIGNMENT

This Agreement is personal to the Parties, and neither Party shall assign, transfer, subcontract, or deal in any other manner with any of its rights and obligations under this Agreement.

• FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

• FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

• DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                                    ☐Mediation                                ☐Arbitration                                      ☐Litigation

• TERMINATION

• Either Party may terminate this Agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of a Party, disclosed by that Party (Disclosing Party) whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by law or in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other confidential materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure, or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party. The Receiving Party’s duty to hold the confidential information in confidence shall remain in effect until the confidential information no longer qualifies as confidential information or until the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement, whichever occurs first.

1. changes to the agreement

Either Party may request changes to the Agreement, but they will only be effective if agreed in writing and signed by all Parties. If any ambiguity is found in the Agreement or various documents forming this Agreement, the Parties shall issue any necessary clarification or instruction.

1. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.

1. SEVERABILITY

The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

1. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

1. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. All documents annexed to this Agreement shall be subject to the terms under this Agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this Agreement.

1. headings

The article and section headings in this Agreement are for convenience; they form in no part of this Agreement and shall not affect its interpretation.

1. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this Agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

1. NOTICES

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

WMM: 2930 Jasper Street Suite 207, Philadelphia, Pa 19134

THE PARTNER: ___________________________________________________________________

1. PARTIES ACKNOWLEDGEMENTS

The Parties acknowledge that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, the Parties acknowledge that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.

• GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the State of Pennsylvania without regard to its conflict of laws provisions.

Each of the Parties has executed this Agreement, as of the day and year set forth below.