OTA TALENT, LLC Exclusive Agreement to Represent Talent

OTA TALENT, LLC

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 help 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.

 

  1. TERM: This Agreement shall begin on the date listed above and shall last for  three (3) years unless terminated by the parties according to the provisions of this Agreement. A  party may 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.

 

  1. 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.

 

  1. REPRESENTATIVE RESPONSIBILITIES: Representative agrees to assist and guide Client in pursuing employment or a contract for services in the Media and Broadcast Industry.

 

  1. 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.

 

  1. 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.

 

  1. 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 Broadcast 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 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 bank account(s) to Representative’s bank account(s).  

 

  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 disciplined. 

 

  1. 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.

 

  1.  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, 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 shall not be entitled to receive full commissions after the termination of this Agreement by either party  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.

  •  LATE CHARGE: Commissions are due and payable to Representative by the 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.

 

  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.

 

  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.

 

  1.  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). 

 

  1.  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.  

 

  1.  DISPUTE RESOLUTION: 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. 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.

 

  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.

 

  1.  LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING CONTRARY CONTAINED IN THIS AGREEMENT, IN ANY EVENT, EITHER PARTY AND THEIR AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHER THEORY), TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN 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.

 

  1.  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.

 

  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.

 

  1.  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.

 

  1.  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.

 

  1.  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. 

 

  1.  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, 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. 

 

  1.  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 payment obligations shall cease immediately Representative terminates this Agreement under this Agreement. 

 

  1.  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.

 

  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.

 

  1.  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.

 

  1.  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:

 

OTA Talent, LLC Name:

Jeff Marcu

Jeff@OTATalent.com Address: www.OTATalent.com

(719) 388-9765 E-mail:  

 

Telephone:  

 

Signatures:

 

OTA TALENT, LLC CLIENT

 

By: 02/09/2022      

(Date) (Date)

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