Model Talent Agreement
I. PURPOSE OF AGREEMENT
Model-Log Llc. Is in the business of representing talented entertainers, performers, and MODEL/TALENT agrees that all information is correct on this application being submitted. Model-Log Llc. Agrees to represent MODEL & MODEL agrees to appoint Model-Log Llc for their mutual gain and benefit.
DUTIES OF Model Log Llc.
Model Log Llc. shall negotiate agreements on behalf of the MODEL/TALENT for the rendition of services as an MODEL/TALENT and/or performer in the entertainment industry and to solicit offers and negotiate AGREEMENTS for the sale of any entertainment project or package in which the MODEL/TALENT owns an interest.Model Log Llc.’s activities shall relate only to the MODEL/TALENT’s involvement in the entertainment industry. For purposes of this AGREEMENT, the term “entertainment industry” shall include, but not be limited to, the following: motion pictures, television, radio, music, literature, talent engagements, personal appearances, public appearances in places of amusement and entertainment, records and recordings, publications, and the use of the MODEL/TALENT’s name, likeness, and talents for commercial and advertising purposes.
Model Log Llc. shall use all reasonable efforts to procure and negotiate employment for the MODEL/TALENT in the entertainment industry. Model Log Llc. shall use its best efforts to advise and counsel the MODEL/TALENT in the development and advancement of the MODEL/TALENT’s portfolio. Under no circumstances shall the MODEL/TALENT be obligated to enter into any AGREEMENT negotiated by Model Log Llc. unless the MODEL/TALENT agrees to do so. The MODEL/TALENT shall have the sole and final decision as to the acceptance of any proffered employment in the entertainment industry.
As consideration for the services provided byModel Log Llc. under this AGREEMENT, the MODEL/TALENT shall pay to Model Log Llc. a sum equal to 10% percent of the gross earnings received by the MODEL/TALENT indirectly or in connection with the MODEL/TALENT’s earnings the entertainment industry.
COMPUTATION OF GROSS EARNINGS
For purposes of this AGREEMENT, the term “gross earnings or other consideration” shall include, but not be limited to, bookings, portfolio merchandise sales, percentages, and the total amount paid for Model Log Llc.’s services in the entertainment industry as a result of AGREEMENTs or agreements entered into or substantially negotiated during the term of this AGREEMENT. If the MODEL/TALENT receives, as all or part of his or her compensation for employment in the entertainment industry, stock or the right to buy stock in any corporation, or if the MODEL/TALENT becomes the packager or owner of all or part of an entertainment property, the percentage due to Model Log Llc. shall apply to that stock, right to buy stock, ownership interest, or other form of interest, and Model Log Llc. shall pay its percentage share of the total payment due from the MODEL/TALENT as a condition to taking the percentage share to which Model Log Llc. is entitled. The failure of Model Log Llc. to make such a payment shall be deemed an election by Model Log Llc. not to take the percentage share to which it is entitled.
WHEN COMPENSATION IS DUE
The compensation due to Model Log Llc. under this AGREEMENT shall be payable immediately on the MODEL/TALENT’s receipt of the monies from which the compensation is to be derived.
The compensation due to the MODEL/TALENT under this AGREEMENT shall be payable immediately after MODEL/TALENT completes job & on Model Log Llc.’s receipt of the monies from which the compensation is to be derived.
The MODEL/TALENT represents that he or she has not given and, while this AGREEMENT remains in effect, will not give any other person or business organization the right or authority to act as his or her talent representative during the term of this AGREEMENT. The MODEL/TALENT further represents to Model Log Llc. that the MODEL/TALENT is free to enter into this AGREEMENT and that the MODEL/TALENT neither has nor will enter into any agreement or other obligation that might conflict with the provisions, or interfere with the MODEL/TALENT’s obligations or rights, or interfere with Model Log Llc.’s benefits, under this AGREEMENT.
Model Log Llc.
Nothing in this AGREEMENT shall be construed to preclude Model Log Llc. from acting as a talent representative to others during the term of this AGREEMENT.
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OPTION OF EITHER PARTY
Subject to the MODEL/TALENT’s availability, Model Log Llc. shall use all reasonable efforts to procure employment for the MODEL/TALENT in the entertainment industry. If Model Log Llc. fails to obtain a bona fide offer for the MODEL/TALENT’s employment in the entertainment industry from a responsible employer within four months from the date of this AGREEMENT, during all of which time the MODEL/TALENT shall remain ready, willing, and available to accept such an offer, either party shall have the right to terminate this AGREEMENT by providing the other party with written notice of termination. Termination of this AGREEMENT shall not affect Model Log Llc.’s right to receive, or the MODEL/TALENT’s obligation to pay, any and all compensation provided for under this AGREEMENT. The parties agree to review and renegotiate the terms of this AGREEMENT 1 Year from the Effective Date with both parties having the option to permanently terminate the AGREEMENT.
MODEL/TALENT’S LIABILITY FOR COMPENSATION FOLLOWING TERMINATION
If, within three months after the MODEL/TALENT accepts any offer on terms reasonably comparable to any offer made during the term of this AGREEMENT, from or through the same offeror, or any entity directly or indirectly connected with that offeror, the resulting AGREEMENT shall be subject to the terms of this AGREEMENT. The provisions of this AGREEMENT shall remain in effect with respect to any entertainment package in any way disposed of under its provisions until one year after the expiration or termination of any AGREEMENT negotiated by Model Log Llc. with regard to that package, together with any extensions, renewals, substitutions, or replacements of any such AGREEMENT, or until the expiration of this AGREEMENT, whichever is longer.
NOTICE OF BREACH
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this AGREEMENT (including without limitation the failure to make a monetary payment when due), the other party may terminate the AGREEMENT by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 0 days from the Effective Date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this AGREEMENT due to material breach.
ARBITRATION OF DISPUTES
Any controversies or disputes arising out of or relating to this AGREEMENT shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this AGREEMENT. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this AGREEMENT or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this AGREEMENT.
For purposes of this AGREEMENT, the term “AGREEMENT” shall include any extensions, renewals, substitutions, or replacements of an original AGREEMENT. The word “package” shall include any television or radio show, production, program, motion picture, or series, and any reproduction by any process of any of these types of package materials in connection with which the MODEL/TALENT produces or furnishes, or any entity in which the MODEL/TALENT has an interest furnishes, any MODEL/TALENTic services and/or material.
Model Log Llc. shall be able to assign this AGREEMENT to any of the following persons or entities: (1) any corporation or partnership in which Model Log Llc. is a stockholder or partner; (2) a corporation in which any of the partners of Model Log Llc. is a stockholder or by which any of the partners of Model Log Llc. is employed; (3) another partnership consisting of one or more of the same partners as in Model Log Llc.; (4) an individual who is a stockholder of Model Log Llc.; (5) a partnership in which at least one of the partners is a stockholder of Model Log Llc.; or (6) a corporation that acquires all, or substantially all, of Model Log Llc.’s assets.
This AGREEMENT contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this AGREEMENT. This AGREEMENT supersedes any prior written or oral agreements between the parties.
If any provision of this AGREEMENT will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this AGREEMENT is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
This AGREEMENT may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
This AGREEMENT shall be construed in accordance with the laws of the state of Georgia.
Any notice or communication required or permitted under this AGREEMENT shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF AGREEMENTUAL RIGHTS
The failure of either party to enforce any provision of this AGREEMENT shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this AGREEMENT.
MODEL has agreed to this AGREEMENT to be signed and delivered electronically by the submission of this application.