FROM: CLOSER TALENT MANAGEMENT LTD of 00 Xxxxx Xxxxxxxx xxxxxx, Xxxxx Xxxxx, Xxxxxx, X0X 0XX (the "Agent”)
DATED: 30th December 2020 Dear Xxxxxxxxxxx Xxxxxx
WHEREAS you wish to engage the Agent's services as your exclusive agent for work within the "Activities" in the "Territory" during the "Term".
In consideration of the sum of one pound (£1.00) receipt (of which you acknowledge) and provisions set out below, IT IS AGREED as follows:
1 ENGAGEMENT OF SERVICES You hereby engage the Agent to act as your agent in the "Territory" for the "Activities" during the "Term".
2 TERM: This Agreement shall last for a period of twelve (12) months from date hereof (the "Term"). The Term may also be extended by the mutual consent of the parties hereto. You may however terminate the Agent’s right to represent you at any point by way of thirty (30) days written notice to the Agent provided that notwithstanding early termination, the Agent shall still be entitled to receive the same full commission rate as it would have done had the Term continued for the said twelve (12) month period (or for a longer period if that longer period had been mutually agreed by the parties hereto).
3 TERRITORY: The world and universe ("Territory")
4 A CTIVITIES: The Activities covered by this Agreement shall include your services as a model and/or actor/actress and/or artist/musician and/or your services in any other capacity in any part of the entertainment industry. The foregoing includes by way of example only, work as a model (in any form of media), fashion industry related work, work relating to cosmetic industry/perfume/beauty industry, so-called catwalk work, work in relation to advertisements for any third party products and/or service, endorsements of any products and/or services, personal appearances, participation in any type of tv show/series/theatre play or musical/film/video TV and/or reality show, work as a social called social media influencer and/or brand ambassador and any other type of work (now known or invented in the future) which relates to your career as in the entertainment industry. The foregoing is referred to herein as the “Activities"
5 YOUR CONFIRMATION OF ANY ENGAGEMENTS: For any engagement the Agent asks you whether you want to do, you shall either decline or accept the engagement in writing on the day the offer is relayed to you by the Agent. You will not unreasonably refuse work which the Agent asks you to accept. Once you have given your acceptance of any engagement to the Agent, then you shall be committed to perform the engagement/undertake the relevant work. Once you have accepted the engagement/work as aforesaid, the Agent shall have the right to sign any related contracts with the relevant party (such as with a third party customer for example) on your behalf (acting as your agent). You hereby grant the Agent a power of attorney for such purpose. You will comply with any contract the Agent enters into in accordance with this Agreement. The Agent cannot guarantee an offer will not be subsequently withdrawn before all parties’ signature (even if you have accepted it) and Agent will not be liable for this
6 THE AGENT'S COMMISSION:
a) The Agent will be entitled to a commission of twenty percent (20%) of gross income (excluding VAT or sales taxes) from all work you perform (including without limitation from the products of your services) covered under this Agreement (whether or not such work is procured by the Agent). The same commission rate shall also apply to any cancellation fees. In the case of theatre work the commission rate shall be reduced to fifteen percent (15%)
b) Gross income under this Clause 6 means all monies (and/or benefits in kind if any) received or receivable by you and/or the Agent on your behalf (net of VAT, if any) in respect of work performed and/or accepted by you during the Term and/or covered under any agreement and/or arrangement substantially negotiated during the Term irrespective of when the work is actually performed (i.e. even if performed post-Term) and/or covered under any renewals and/or substitutions and/or extension and/or modification of any said agreement and/or arrangement. Gross income shall also cover any money received by you or on your behalf during the Term (and/or in respect of the Term) in relation to work performed by you prior to the Term (save as the parties hereto agree in writing to the contrary). The Agent's commission shall apply to all work covered under this sub-Clause. For the avoidance of doubt repeat fees, residuals, per diems and any other payments of any nature (apart from reasonable expenses) are also covered by this sub-clause. Also,
this sub-Clause covers any work within the Activities which you maybe be offered during the Term but which you do not decide to accept under after the Term, provided your acceptance occurs within twelve (12) months of the end of the Term.
. c) For the avoidance of doubt, it is understood that the Agent's commission herein applies to all work within the Activities irrespective of whether it was procured by the Agent (save only as the parties hereto may agree to the contrary in writing on a job-by-job basis)
d) The Agent's commission shall also apply to any work performed post-Term under any agreement and/or renewal and/or extension and/or substitution or/and modification of any agreement and/or arrangement entered and/or substantially negotiated during the Term.
e) The Agent's commission shall be without time limitation.
f) The Agent shall be entitled and is authorized to exclusively receive on your behalf all sums/remuneration constituting your commissionable earnings from the Activities (and expenses if relevant, save where the customer/client is paying relevant the relevant expenses directly), whensoever said earnings arise and to deduct its commission and expenses from such sums. Agent’s expenses incurred in accordance with this Agreement will be repayable by you in any event.
g) Agent shall be entitled (by way of example only and without limiting any of its rights) to enter arrangements for the Activities (in its sole discretion) with any other agencies anywhere in the Territory. This will not affect the commission charges and expenses herein, save as you agree in writing to the contrary.
h) Reference in this Agreement to work being performed (and/or equivalent) shall also be deemed to include the exploitation of the products of your services (whensoever such exploitation may occur)
i) Subject to Clause 2 of this Agreement (which will prevail in all circumstances), the reduced commission rate recommendations made in the July 2020 version of the Personal Manager’s Association Code of Conduct shall be deemed incorporated into this Agreement,
7 ACCOUNTING: The Agent shall pay you the money it receives for any engagement (net of its commission and its expenses) within thirty (30) days of its receipt of cleared funds for the relevant engagement. The Agent shall not be responsible for any delay in payment due to any problems with the banking and/or money transfer system. Money will be paid via BACS transfer to your bank account (details to be advised). If there are any transfer charges involved, you shall bear those charges. Where the Agent holds any money from a customer who has paid some or all a fee in advance of you performing the relevant work, the Agent shall not have to account for the relevant sum before you have completed the work (and/or other than in accordance with agreement entered with the relevant customer). Accounting is subject to withholding tax regulations where relevant. No payment or accounting statement to be challenged after one year from being made/submitted. For the avoidance of doubt the Agent may recoup its out-of-pocket expenses from any monies hereunder (in addition to the commission). You shall repay
any of Agent's unrecouped expenses (incurred in connection with the Activities) to Agent on demand. Any expenses exceeding one two hundred and fifty pounds (£250) on any item of expense shall be subject to your approval. For the avoidance of doubt if a customer and/or third party does not pay the Agent (and/or enters liquidation and/or receivership and/or bankruptcy and/or equivalent) then the Agent shall have no liability to you for any unpaid sums which the Agent has not received.
8 YOUR OBLIGATIONS You undertake you will: -
a) Faithfully and diligently carry out your obligations to the best of your abilities under any contract entered for the provision of your services
b) Not disclose to any party the details of any financial or other arrangements between you and the Agent (and between the Agent and it's customer/client) including
by way of example only any details relating to fees charged and commission levied under this Agreement
c) Be punctual in attending any engagement and/or relevant activity.
d) Attend in the appropriate clothing for the engagement.
e) Refrain from drinking alcohol and/or smoking whilst performing your services and/or attending an engagement unless the relevant engagement contract requires otherwise.
f) Not disclose your private address, telephone number, email and/or other details to any person you meet at an engagement without first having obtained the Agent's approval.
g) Immediately refer to the Agent any enquiries and/or offers of employment in relation to any Activities.
h) Not accept any offer of work without first fully consulting with the Agent.
i) Not work directly (and/or indirectly) with and/or for any of the Agent's customers/clients and/or any other third party with whom the Agent has done business to and/or has pitched to, without the Agent's written consent on a job by job basis,
j) Promptly pay the Agent's commission (and expenses as may be relevant) and/or do all such things necessary for the Agent to be promptly paid. If you ever are paid directly by a client/customer, you will immediately disclose this fact to the Agent and pay the Agent its commission (and expenses if relevant) forthwith. Unless the Agent authorizes you in writing to the contrary the Agent will be solely entitled to collected payment related to the Activities.
k) Promptly forward to the Agent, any receipts or vouchers for any money spent on accommodation, travel and/or equivalent items to enable the Agent to render
an invoice to any client/customer for such expenses (assuming the reimbursement or other payment of such expenses are the liability of the client/customer in addition to
payment of any fee under the relevant engagement contract).
l) Keep the Agent fully and regularly informed of your contact details, including your current email address, postal address, temporary addresses if staying away from home, social media pages, telephone landline number, mobile telephone number, text address, and your general whereabouts and availability
m) Comply with all safety and security rules and regulations that apply in relation to any engagement.
n) Prioritise the Agent's requests for you to perform your services above all your other work.
o) Attend rehearsals for an engagement if Agent so requests.
p) Attend any auditions for an engagement you wish to perform (if Agent requests you to attend the audition). Responsibility for your expenses in connection with such auditions shall be the subject of the mutual written agreement of the parties hereto on a case by case basis.
q) Attend any photo sessions, interviews and/or equivalent which Agent requests, without charge
r) Be responsible for your own hair, make-up, clothes, and accessories save as stated to the contrary in any engagement contract with the client/customer
9 THE AGENT’S OBLIGATIONS The Agent agrees throughout the Term:
a) To use reasonable commercial endeavors to procure offers of work/engagements for you and/or for the exploitation of the products of your services (in all cases relating to the Activities) and to negotiate with third parties in relation to the foregoing (unless an offer is made on a so-called take-it-or-leave-it basis). The Agent cannot however guarantee any specific level or type of work
b) To advise you on matters concerning the Activities upon which you may seek the Agent's guidance (though it is accepted that the Agent is not an accountant or lawyer and can only advise on matters with the field of a booking agent’s expertise)
c) To use reasonable commercial endeavors to collect your earnings and to account to you in accordance with this Agreement. Nothing herein shall however constitute a legal
obligation on Agent to commence formal legal proceedings against a defaulting customer and/or other third party.
10 W ORK PERMITS/VISAS: For work which may require a work permit and/or visa
(assuming you wish to accept such work), it shall be your responsibility to have a valid
passport and to promptly supply to the Agent copies of any documentation it may require to assist you in procuring the relevant permit and/or visa. The Agent does not however guarantee any such permit and/or visa will be granted. You will promptly reimburse any of the Agent's expenses in connection with its procurement (and/or attempted procurement) of said visa and/or permit. It may be the case that a customer agrees to assist with work permits and/or visas, and if that is the case you will be notified of that fact. Notwithstanding anything to the contrary herein, the Agent does not have to assist with work permits and/or visas if it does not wish to.
11 T RAVEL/ACCOMMODATION/INSURANCE/OTHER EXPENSES: These shall be your
responsibility save where agreed with the Agent in writing to the contrary on a case by case basis (depending on whether the Agent's client/customer has agreed to cover these
expenses in addition to any fee).
12 C ANCELLATION OF AN ENGAGEMENT: If an engagement is cancelled, the Agent shall use all reasonable endeavours to promptly notify you thereof, but it will have no liability in respect of the cancellation. Payment of cancellation fees shall depend on the contract with the client/customer on a case by case basis. You shall have no cancellation rights for engagements booked by the Agent which you have accepted.
13 I NTELLECTUAL PROPERTY RIGHTS: You warrant and undertake that you own all
rights in any name you adopt for the any of the Activities.
a) Nothing in this Agreement shall be deemed to be a partnership or joint venture or contract of employment between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you are responsible for your own insurance arrangements in all respects.
b) You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect of any breach of your warranties, undertakings, representations and agreements
c) The Agent will not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party.
d) The construction, validity and effect of this Agreement shall be governed by the laws of England and the courts in London shall have exclusive jurisdiction. Notwithstanding the foregoing, the Agent may elect to bring proceedings in any country for the purposes of enforcing its rights in such country.
e) This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into this Agreement set as set out herein.
f) No variation of this Agreement shall be deemed binding until reduced to writing and
signed by all parties hereto.
g) If any part of this Agreement (including without limitation, any clause and/or part thereof) shall be deemed unenforceable, void, or voidable by a court of competent jurisdiction, the remainder hereof shall remain in full and binding effect.
h) No rights are conferred on any party under this Agreement who is not a direct contractual party hereto by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director of Closer Talent Management Ltd)
i) You warrant you are at least eighteen (18) years old
j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner
k) Locations and dates and times of engagements may be changed if any customer so requests, but you would be notified in reasonable time.
l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your name, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will be entitled to use the same in accordance with Agreement free of all claims and encumbrances
m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time.
n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time
o) It is accepted that parties hereto have opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision shall also include without limitation any agreement (mutatis mutandis) between the Agent and any third-party agent relating to the Activities. It is fully understood that Agent does not operate as an employment agency
p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement
q) The Agent may assign this Agreement to a third party.
r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled to enter into mother/sub agency type agreements for your services (for the whole/and or any party of the Territory) and/or to licence out its rights (by way of example only)
s) References to the feminine shall include the masculine gender as well
t) If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein)
u) You accept that the entertainment industry is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss of earnings/loss of opportunity
v) The Agent shall not be responsible if any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic (such as Covid 19) power cut, civil unrest, act of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance of its obligations herein save that no such event shall last for more than six (6) months (and 12 months in the case of a epidemic or pandemic).
w) If you are unable to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your services.
x) The Agent assumes no liability for your breach of contract and/or for anything you do and/or omit to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third party.
y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer.
z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.
zi) The Agent shall be also entitled to claim relevant admin expenses from third parties in connection with seeking relevant licences/authorisations relating to you and/or the procurement of work for you. There shall however be no double repayment of expenses.
zii) This Agreement is not assignable by you.
ziii) You warrant that there are no previous agreements in place with any other agent and/or manager where said other agent and/or manager is entitled to ongoing commission in respect of anything covered under this Agreement.
IN WITNESS whereof the parties hereto have executed this Agreement on the date specified above.
Website fee payment option please circle which you choose
£40 UPFRONT £60 FROM FIRST EARNINGS
SIGNED BY XXXXXXXXXXX XXXXXX: SIGNED BY XXXXX X’XXXXXX
for and on behalf of
CLOSER TALENT MANAGEMENT LTD