Artist appoints Manager as Artist s sole and exclusive Personal Manage r and representative, throughout the world. Manager shall render such advice, guidance, counsel and such other services as Artist may reasonably require. Artist shall not contract or hire any booking agent without first consulting Manager to avoid double booking and cancellation of promised appearances.
Artist appoints Manager as Artist s sole and exclusive Personal Manage r and representative, throughout the world. Manager shall render such advice, guidance, counsel and such other services as Artist may reasonably require. Artist shall not contract or hire any booking agent without first consulting Manager to avoid double booking and cancellation of promised appearances.
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Artist appoints Manager as Artist s sole and exclusive Personal Manage r and representative, throughout the world. Manager shall render such advice, guidance, counsel and such other services as Artist may reasonably require. Artist shall not contract or hire any booking agent without first consulting Manager to avoid double booking and cancellation of promised appearances.
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Attribution Non-Commercial (BY-NC)
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THIS MANAGEMENT AGREEMENT (the Agreement ) made this day of byand between Chad Fill ion and Phlume Artist Management, (hereinafter Manager ), whose address is 6 Cutts Road #118, Kittery, Maine 03904, and also known asthe musical group, (he reinafter Artist ) whose address is: . 1. Appointment: (a) Artist hereby appoints Manager as Artist s sole and exclusive Personal Manage r and representative, throughout the world, with respect to all Artist s activities in t he Entertainment Industry (11.a), and Manager hereby accepts such engagement. In this capacity Manager sha ll render such advice, guidance, counsel and such other services as Artist may reasonably require to fu rther Artist s career in the Entertainment Industry(11.a), including but not limited to the following service s: (i) To represent Artist and to negotiate (in conjunction with Artist s attorney) the terms of agreements for the use, employment or exploitation of Artist s services and the products thereof in the Entertainment Industry(11.a); (ii) To supervise Artist s professional employment in the Entertainment Industry( 11.a) and to consult with employers and potential entertainment buyers so as to assure the proper use and promotions demanded therefor throughout the world; (iii) To be available at reasonable times and places to confer with Artist in c onnection with all matters concerning Artist s career in the Entertainment Industry(11.a); (iv) To engage and discharge and supervise booking agents at Artist s discretion which Artist may elect to utilize for the purpose of securing engagements. (b) Artist shall inform Manager of all offers of compensation submitted to Arti st, not limited to employment in the form of shows, appearances, bookings and merchandising agreeme nts, in order that Manager may determine in consultation with Artist whether the aforementioned emp loyment opportunities are compatible with Artist s career. Artist shall not contract or hire any booking agent without first consulting Manager to avoid double booking and cancellation of promised appearances. It is expressly understood that Manager is not a licensed talent agent or theatrical employment agent, however, Manager may assist, in conjunction with, any licensed talent agent or theatrical employment agent in th e efforts to obtain, seek or procure employment or engagements for Artist, at the Artist s discretion. 2. Term: (a) The initial term (the Term ) of the Agreement shall be for a period of year(s) commencing on the date hereof; provided, however, that Manager shall have two in dividual options; the first extending the Term for one (1) additional year and the second extending the Term for one (1) additional year. Each option shall be exercised, if at all, by oral or written notice to Ar tist any time prior to the date the Term or relevant option period would otherwise expire. Furthermore, such one (1) year extensions shall be upon the same terms and conditions as herein contained. (b) Notwithstanding anything to the contrary contained in paragraph 2(a) of thi s Agreement, Artist shall have the right to terminate the Option Term(s), if upon the expiration of the initial year period commencing on the date hereof, Artist has not either entered into or subs tantially negotiated the material terms of a recording agreement with a Recording Company for Artist s serv ices as a recording artist, OR achieved a significant increase in music and merchandise sales (equal to 25% or more increase from the previous year s sales). Artist shall exercise it s right to terminate the O ption Term(s) by giving Manager full written notice within thirty (30) days following the one (1) year a nniversary of the date hereof (the day of ), in which event, the Option Term(s) shall terminate as of the date that Manager receives such notice. For an agreement to have been substantially negotia ted , such negotiations must have proceeded to a point where specific terms of the deal have been discus sed, it being understood that such negotiations must be more than mere solicitation of interest. 3. Manager s Compensation: In consideration of our entering into this Agreement, and for other good and va luable consideration, Artist hereby agrees to pay Manager, as and when applicable gross income as rece ived by Artist or on Artist s behalf or for Artist s benefit per these following terms: (a) A commission equal to of all NET(11.c) income which Artist (or any third party on Artist s behalf or for Artist s benefit) may hereafter receiv e or earn during the term hereof from and in connection with Artist s activities in the Entertainment Indust ry(11.a). (b) The same percentage commission of all NET (11.c) income which Artist (or an y third party on Artist s behalf or for Artist s benefit) may receive or earn following the expiratio n of the term hereof from and in connection with any and all employment, engagements and agreements (oral or written) entered into or substantially negotiated during the term hereof relating to any of Artist s act ivities in the Entertainment Industry (11.a) (and from and in connection with any and all resumptions of such employment, engagements and agreements which may have been discontinued during the term hereof and resum ed within one (1) year thereafter), and from and in connection with any and all extensions, modificatio ns, renewals and substitutions thereof and additions thereto and improvements thereon. (c) Manager s participation in Artist s NET(11.c) income after the Term which is de rived from agreements entered into or services performed during the Term shall continue for an additional period (the Post Term Period ) equal to years. During such Post Term Period, Manager s Commission shall be reduced to for the first year of the Post Term Period and then reduced to for the second year, and each remaining year of the Post Term Period. Thereafter , Manager shall no longer be entitled to any portion of Commission or otherwise receive an y portion of Artist s income. 4. Authority: (a) During the term of this Agreement, Manager shall have the authority to soli cit and negotiate (in conjunction with Artist s attorney) all offers from third parties for the use of Artist s services and the products thereof in the Entertainment Industry (11.a), but all such contracts sh all be subject to Artist s approval and shall not be effective unless and until executed by Artist, provide d, however, that Manager shall have the authority (subject to Artist s approval in each instance) to execute and/ or authorize Artist s booking agent to execute so-called one night personal appearance agreements, such authorit y to be revocable upon written notice to Manager. Any payments made to Artist in care of Manager, shall be deemed received in a fiduciary capacity and shall be held in a segregated account and accounted for in the manner hereinafter provided. (b) Upon written notice to Manager, Artist shall be entitled to retain an indep endent Certified Public Accountant ( CPA ) or business manager at Artist s expense to collect and recei ve all GROSS Compensation (11.b) and that CPA or business manager shall account and pay Manag er s Commission and reimburse Manager s expenses on a monthly basis. 5. Accounting: (a) Manager shall furnish to Artist, not less frequently than days , a reasonab ly detailed written accounting of all Artist s Gross Compensation (11.b) received by Manager and commissions due to Manager hereunder as well as reimbursable expense incurred by Manager. (b) Manager agrees to maintain complete and accurate books and records relating to this Agreement, which Artist shall have the right to inspect, at Artist s expense, provided, howev er, that if a material error therein is discovered, the cost of such inspection, together with interest at th e prevailing rate on any sums due to Artist, shall be paid by Manager, without limiting Artist s other rights in such event. In regards to review, at all times Manager shall provide, when requested, copies of all financ ial transactions, and duplicates will be provided when requested at Artist s expense. All ledgers, books and financ ial accounts shall remain open for Artist to review when desired. 6. Scope: This Agreement shall not be construed to create a partnership between Artist an d Manager, it being understood that Manager shall render services hereunder as an independent contra ctor and may render the same or similar services for others as well as to engage in other business a ctivities, so long as Manager continues to be active as a personal manager in the Entertainment Industry (11.a ) and such other activities do not interfere with Manager s ability to render services hereunder. It is also e xpressly understood that the agreement herein stated does not cover the individuals in their solo careers . Separate agreements shall be entered into if the individual members of the musical group noted at th e top of this Management Agreement are to be represented in their solo career by Manager. Artist also agr ees that all new members either additions, or replacements, shall be bound into this agreement with the t erms stated herein, from the date of hire, under the existing clauses stated within this agreement. 7. Expenses: Although Artist s expenses which may arise in connection with Artist s activities i n the Entertainment Industry (11.a) (including but not limited to, the cost of material, equipment, facilities, transportation, lodging and living expenses, costumes, make-up, accounting and legal fees) are Artist s re sponsibility, it is anticipated that Manager may from time to time incur such expenses on Artist s behalf and/or a dvance funds to Artist for such expenses. If Manager does so, or if Manager incurs bona fide expenditur es in rendering services, including travel accommodations to and from the Artist s home state, hereunder sol ely in connection with Artist s career which are substantiated by receipted vouchers or paid bills, Manag er shall be reimbursed therefor out of Artist s Gross Compensation (11.b) before deduction of commissions due to Manager pursuant to this Agreement. Manager shall obtain Artist s express oral or written approval prior to incurring any such reimbursable expenses, provided, however that such approval shall not b e required for expenditures of less than per item or in the aggregate per month. Incurred travel expenses, whether for meetings, rehearsals, mandatory mediation /arbitration visits, performances or appearances, will be verified with Artist and agreed upon at lea st two (2) full weeks prior to travel date. Accommodations for travel for Manager defined within this agreement shall be limited to travel to and from the Artist s home State and shall include; a coach/cabin seat on a fli ght to and from the Artist s home state to be provided on a commercial airline to include: Delta, American Ai rlines, AmericaWest, or Southwest airlines; A single room for each full day of visit located at an estab lished chain hotel/motel to include: Holiday Inn, Comfort Inn, Sleep Inn, Quality Inn, Days Inn; And in the case of visits lasting longer than two (2) days; an economy level vehicle from an established rental car company to include: Budget, Dollar, Hertz, Enterprise, or Alamo will be provided. Expenses shall be covered and paid for by Manager and Artist at a pro rata (11.d) rate and shall not be capped by the expenditures rate of le ss than per item or in the aggregate per month. 8. Conflict of Interest: From time to time during the term of this Agreement, persons or entities owned and/or controlled, directly or indirectly by Manager or Manager s shareholders, officers, directors a nd employees, whether acting alone or in association with others, may package entertainment programs or other presentations in which the Artist is employed. Manager shall not be entitled to commissions hereunder b ased on Artist s Gross Compensation (11.b) by reason of the foregoing or under other agreements pursuan t to which Artist is employed by Manager, or an entity affiliated with Manager; and Manager shall not be entitled to Commission from Artist in connection with any gross income derived by Artist from the sale, license or grant of any literary or musical rights to manager or any firm or corporation owned or contro lled by Manager. Such relationships shall not be deemed to be a breach of this agreement or of any fid uciary obligations of Manager to Artist, and shall not in any way affect Manager s right to commissions hereunde r in all other instances. Manager shall fully disclose to Artist the relationship of all parties in any su ch circumstances. 9. Breach: No breach of this Agreement shall be deemed material, unless the party alleging such breach shall have given written notice thereof to the other party and such other party fails to cure such breach within fourteen (14) days after receipt of such notice. A waiver by either party of a b reach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach, whether of a similar or dissimilar nature. 10. Controlled Entities: Artist shall cause any corporation, partnership, trust or other business entity which Artist now owns or controls or may hereafter own or control or in which Artist has a direct or indirect interest (hereinafter firm ) which has a right to Artist s services in the Entertainment Indus try (11.a) to enter into an agreement with Manager, on the same terms and conditions as contained in this Agreement, and Artist agrees that all Gross Compensation (11.b) received by such firm by reason of Artist s activities in the Entertainment Industry (11.a) shall be subject to Manager s commission hereunder. In such event, any salary or other compensation paid to Artist by such firm shall be noncommissioned, in v iew of the fact that source of such compensation shall already have been subject to commission. 11. Definitions: As used in this Agreement, the following terms shall have the following meaning s: (a) Entertainment Industry shall mean all services and activities in the fields o f phonograph records, transcriptions, personal appearances, merchandising endorsements and ti e-ins and the sale, lease or other disposition of musical compositions written or co-written by Artist. (b) GROSS Compensation shall mean all forms of income, consideration, including s alaries, advances, fees, royalties, bonuses, gifts, shares of receipts, stocks and stock options, paid to Artist by reason of Artist s activities in the Entertainment Industry pursuant to contracts, engage ments and commitments entered into or negotiated during the term of this agreement (regardless of by w hom procured) and any net recovery (after payment of all costs and attorneys fees) from any suits, clai ms, actions, proceedings or arbitration proceedings arising out of alleged breach, non-performance or infrin gement by others of any of such contracts, engagements or commitments. (c) NET Compensation shall not include travel expenses to and from performances, overnight expenses for on the road gigs such as meals and hotel expenses, sums payable by Artist or on Artist s behalf to third parties for recording costs (including applicable union scale payments to you) of master recordings embodying musical performances; sums payable by Artist or on Artist s behalf to th ird parties for production costs of audio-visual devices embodying musical performances; sums (including ad vances payable by Artist or on Artist s behalf) to third party musicians, artists, producers, engineers or director of such master recordings or audio-visual devices; sums payable by Artist or on Artist s behalf t o third party songwriters or publishers in connection with composition embodying musical performances; sum s payable to Artist for deficit tour financing; sums payable to agents; sums payable to Artist from busi ness investments or other non-music related activities; booking agent commissions, sums paid out for video and/or film production costs, sums payable by Artist to third party opening acts and to third parties for the actual reasonable costs incurred by Artist for sound and lights and other actual production costs in connection with Artist s live performances; and sums payable to Artist by Company or any of Company s affil iates; sums actually paid by a record company on Artist s behalf to unrelated third parties for so-called ind ependent promotion of recordings featuring Artist s performances released during the Term; sums payable to unrelated third parties for audit or collection of royalties due Artist for Agreements regarding Artist s services in the entertainment industry; or reasonable legal fees incurred by Artist in dealings with Manager a nd third parties in the negotiation and performance of agreements. (d) Pro Rata shall be defined as a proportionate allocation of fees, dues or amou nts based on the total number of parties involved. As Manager has been defined as a single individu al, and Artist has been defined as a single entity, Artist shall hold a share of a pro rata amount and Mana ger shall hold a share of a pro rata amount when expressed. 12. Parties: This Agreement shall be binding upon and inure to the benefit of the parties he reto and their respective heirs, representatives and assigns. Manager shall make available the personal services of ( Key Man ) to perform the services to be furnished by Manager hereunder. Key Man shall be primarily responsible for the handling of Artist s career in the Ente rtainment Industry. If the Key Man, or a suitable replacement assigned to this Artist, by reason of disabil ity or otherwise, ceases to be available for a period of days or more, Artist may, upon written notice to Manag er, elect to terminate this Agreement. 13. Notices and Amendments: All notices, requests, demands, amendments and other communications under this agreement shall be in writing and shall be deemed to have been duly given if either delivered pe rsonally or sent by certified or registered mail, return receipt requested, with postage prepaid, to each part y at its address indicated above or to such other address as any party may hereafter notify the other parti es in like manner. 14. Artist Warranties: (a) Artist warrants and represents that Artist: (i) has full right power and authority to enter into this Agreement; (ii) is under no obligation or disability or prohibition which might prevent Ar tist from performing his obligations hereunder; (iii) will not during the term of this agreement enter into any agreement which might materially interfere with Artist s ability to perform his obligation hereunder, including eng aging any other person or corporation to act as Artist s personal manager in the Entertainment Industry. 15. Indemnity: (a) Artist agrees to indemnify Manager and hold Manager harmless from and again st any liability, loss, damage, cost or expense including reasonable legal fees paid or incurred b y Artist by reason of any breach or threatened breach by Artist or failure of the covenants, representatio ns or warranties contained herein or in said agreement. (b) Manager agrees to indemnify Artist and hold Artist harmless from and agains t any liability, loss, damage, cost or expense including reasonable legal fees paid or incurred by Mana ger by reason of any breach or threatened breach by Manager or failure of the covenants, representations or warranties contained herein or in said agreement. 16. Mediation and Arbitration: In the event a dispute shall arise between the parties to this contract, the pa rties agree to participate in at least four (4) hours of mediation, to be administered by a mediation couns elor, lawyer, or office located within 50 miles of the Artist s home city of The parties agree to pay its pro rata share of the expenses and fees of the mediation process. Mediation involves no f ormal court procedures or rules of evidence, and the mediator have the power to render a binding decision or force an agreement on the parties. Either party initiating mediation will be responsib le for locating and hiring the mediation council, lawyer or office. Any and all personal travel expenses incurr ed by Manager for mediation including, but not limited to airline flights, hotel accommodations, meal and re ntal cars shall be considered a bona fide expense as defined in Article 7. Any controversy, claim or dispute not settled during the mediation process, are required to be submitted to advisory arbitrators. The parties agree to pay its pro rata share o f the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or appr oved by the arbitrator. The mediator should never serve as the arbitrator in a subsequent arbitration, s ince he or she will have been exposed to confidential communications during the mediation process. Each p arty shall bear its own attorneys fees and expenses. As the arbitrator is hired in the resolution capaci ty, if a decision is reached it shall be binding. The arbitrator shall not have the right to award punitive dama ges or speculative damages to either party and shall not have the power to amend this Agreement. All arbitrati on hearings shall be taped by the arbitrator to be used in a court of law should resolution not be found by both parties with the use of the advisory arbitration. 17. Governing Law: This Agreement shall be enforced by the Governing law of the State of Maine. An y controversy, claim or dispute not settled during the mediation process or the arbitration pro cess shall be settled within a court of law based within the Governing State of Maine. All disputes settled wit hin the court of law shall be deemed binding to the fullest extent of the law. Neither party shall be able rec oup travel expenses, attorney fees, court fees, or legal fees within the Maine Court System and shall not be a ble to appeal to a court outside of the State of Maine, except in the case of Federal Appeal to the Supre me Court. 18. Entire Agreement: This Agreement contains the entire agreement between the parties and supersedes any and all previous agreements, written or oral, between the parties relating to the su bject matter hereof. No amendment of the terms of this agreement shall be binding unless reduced to writ ing and signed by Artist and Manager. IN WITNESS WHEREOF, the parties have entered into this Agreement on as of the da te first above written. ACCEPTED AND AGREED TO: MANAGER: dated: Name (Signed) Chad Fillion ARTIST: dated: Name (signed) dated: Name (signed) dated: Name (signed) dated: Name (signed) dated: Name (signed) dated: Name (signed)