TALENT AGREEMENT.

TALENT AGREEMENT.

This Talent Agreement referred to herein as the “Agreement” is made on this ______ day of ____________ 2022 between AVA BROWN hereinafter referred to as the “Talent” and COCOPOD CREATIVE OU of Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117 hereinafter referred to as the “Company.” Together referred to as the “parties.” 

1. Services.

The parties herein agree that the Talent shall appear in social media, advertisements, and all other marketing material on behalf of the Company.

The Talent shall be the face and representative of the Company.

2. Term.

The parties herein agree that this Agreement shall be for one year rolling after one year one month.

3. Compensation.

In exchange for the services provided by the Talent under this Agreement, the Company shall compensate the Talent as follows; –

1. £300 paid for every membership sale made by the Company, its affiliates, or resellers (except if the sale is made directly by one of the company owners or directors.)
2. £250 paid per asset portfolio creation sales.
3. 5% of any royalties made from the assets of the prospective clients.
4. Registration Fee payment of £12 

The Company agrees to reimburse the Talent for any travel expenses incurred in connection with the provision of the services herein.

4. Responsibilities.

The Talent agrees to the following responsibilities; –

1. Regular coaching and motivating for the Company’s affiliates – the frequency of these sessions will be decided in advance but are likely to be every week.
2. Recording Training, sales videos, and webinars.
3. Event Speaking – Speak at any events the Company has, both online and in-person.
4. Provide course material for membership site on personal growth, authorship, and any other subjects agreed upon with the Company.
5. Sales

The Talent has the right to request from the Company within a reasonable time the full disclosure and transparency over the sales by the company by it producing official sales records from the CRM the Company is using.

6. Media.

The Talent hereby authorizes the Company to use her name, photos, videos, or other likenesses for purposes related to the services to be provided under this Agreement.

7. Non-compete.

During the Company’s period of engagement with the Talent and for five (5) years following termination of the engagement, however, caused, the Talent shall not seek or gain engagement with any business that competes with the Client within the area. 

The Talent agrees that the above-established restrictions are reasonable and fair. All defenses to the strict enforcement of this stipulated non-compete covenant by the Company are waived.

8. Non-disclosure.

Without the prior written consent of the Company, the Talent agrees and undertakes not to; –

1. Disclose any confidential information to any third party;
2. Make any copies and distribute any document regarded as Confidential Information;
3. Indemnification.

The Company agrees to indemnify the Talent from any losses, damages, or costs arising from any claims or actions from the use of the services under this Agreement.

10. Termination.

Either party to this Agreement may issue a 30 days’ Written Notice on the other party terminating the terms of this Agreement for any reason. 

If there is a need for the Talent to terminate earlier than a year, she forfeits any future payments or any payment owed but unpaid.

The following are some of the reasons for termination, which are not limited to; –

1. Disclosure of private company information.
2. Gross misconduct.
3. Breach of any of the terms in this Agreement.

Should the Talent terminate the terms of this Agreement, the Company shall keep and continue using any material created for marketing and operating.

11. Relationship.

The relationship between the Talent and the Company is an independent contractor. Nothing shall be construed to imply that the Talent is an employee of the Company or any other arrangement.

12. Assignment.

This is a personal Agreement, and the Talent shall not assign or delegate her rights and duties under this Agreement to another party without prior written consent from the Company.

13. Waiver.

A waiver by one party regarding a breach of the terms or provisions herein shall not operate or be construed as a continuing waiver of any future violations.

14. Governing Law.

This Agreement shall be governed and interpreted by the laws of the Republic of Estonia, and the parties agree to be bound by the Jurisdiction of the Courts in Estonia.

15. Conflict/Dispute Resolution.

Parties herein agree that in case of a dispute or conflict regarding the terms and provisions of this Agreement, the same shall be mediated between the parties by a neutral mediator.

If mediation fails, the dispute or conflict shall be referred to arbitration chaired by a single arbitrator and governed by the laws of the Republic of Estonia, whose decision shall be binding upon the parties.

Each party shall bear its legal costs for the arbitration.

16. Modification.

Any modification or changes to the Agreement shall be valid once the same is in writing and signed by both parties.

17. Severability.

If any provision of this Agreement is deemed invalid or unenforceable, the provision shall be severed from the Agreement, and the remaining provisions shall apply in full force and effect. 

18. Entire Agreement.

This Agreement constitutes the entire Agreement between the parties herein and supersedes all prior agreements and understanding, either written or oral.

IN WITNESS WHEREOF, the parties agree to be bound by the terms and provisions by signing hereof.