DUTIES OF AGENCY
The Agency shall negotiate contracts on behalf of the Artist for the rendition of services as an artist and/or performer in the entertainment industry and to solicit offers and negotiate contracts for the sale of any entertainment project or package in which the Artist owns an interest. The Agency's activities shall relate only to the Artist's involvement in the entertainment industry. For purposes of this Contract, 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 Artist's name, likeness, and talents for commercial and advertising purposes.
The Agency shall use all reasonable efforts to procure and negotiate employment for the Artist in the entertainment industry. The Agency shall use its best efforts to advise and counsel the Artist in the development and advancement of the Artist's career. Under no circumstances shall the Artist be obligated to enter into any contract negotiated by the Agency unless the Artist agrees to do so. The Artist 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 by the Agency under this Contract, the Artist shall pay to the Agency a sum equal to percent of the gross earnings received by the Artist indirectly or in connection with the Artist's employment in the entertainment industry.
COMPUTATION OF GROSS EARNINGS
For purposes of this Contract, the term "gross earnings or other consideration" shall include, but not be limited to, salaries, earnings, fees, royalties, gifts, bonuses, shares of stock, shares of profit, partnership interests, percentages, and the total amount paid for the Agency's services in the entertainment industry as a result of contracts or agreements entered into or substantially negotiated during the term of this Contract. If the Artist 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 Artist becomes the packager or owner of all or part of an entertainment property, the percentage due to the Agency shall apply to that stock, right to buy stock, ownership interest, or other form of interest, and the Agency shall pay its percentage share of the total payment due from the Artist as a condition to taking the percentage share to which the Agency is entitled. The failure of the Agency to make such a payment shall be deemed an election by the Agency not to take the percentage share to which it is entitled.
WHEN COMPENSATION IS DUE
The compensation due to the Agency under this Contract shall be payable immediately on the Artist's receipt of the monies from which the compensation is to be derived.
The Artist represents that he or she has not given and, while this Contract remains in effect, will not give any other person or business organization the right or authority to act as his or her talent agent during the term of this Contract. The Artist further represents to the Agency that the Artist is free to enter into this Contract and that the Artist neither has nor will enter into any agreement or other obligation that might conflict with the provisions, or interfere with the Artist's obligations or rights, or interfere with the Agency's benefits, under this Contract.
Nothing in this Contract shall be construed to preclude the Agency from acting as a talent agent to others during the term of this Contract.
OPTION OF EITHER PARTY
Subject to the Artist's availability, the Agency shall use all reasonable efforts to procure employment for the Artist in the entertainment industry. If the Agency fails to obtain a bona fide offer for the Artist's employment in the entertainment industry from a responsible employer within four months from the date of this Contract, during all of which time the Artist shall remain ready, willing, and available to accept such an offer, either party shall have the right to terminate this Contract by providing the other party with written notice of termination. Termination of this Contract shall not affect the Agency's right to receive, or the Artist's obligation to pay, any and all compensation provided for under this Contract. The parties agree to review and renegotiate the terms of this Contract from the Effective Date with both parties having the option to permanently terminate the Contract.
ARTIST'S LIABILITY FOR COMPENSATION FOLLOWING TERMINATION
If, within three months after the Artist accepts any offer on terms reasonably comparable to any offer made during the term of this Contract, from or through the same offeror, or any entity directly or indirectly connected with that offeror, the resulting contract shall be subject to the terms of this Contract. The provisions of this Contract 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 contract negotiated by the Agency with regard to that package, together with any extensions, renewals, substitutions, or replacements of any such contract, or until the expiration of this Contract, 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 Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract 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 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 Contract due to material breach.
ARBITRATION OF DISPUTES
Any controversies or disputes arising out of or relating to this Contract 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 Contract. 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 Contract 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 Contract.
For purposes of this Contract, the term "Contract" shall include any extensions, renewals, substitutions, or replacements of an original Contract. 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 Artist produces or furnishes, or any entity in which the Artist has an interest furnishes, any artistic services and/or material.
This Contract 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 Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract 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 Contract 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 Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
This Contract shall be construed in accordance with the laws of the State of Commonwealth of .
Any notice or communication required or permitted under this Contract 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 CONTRACTUAL RIGHTS
The failure of either party to enforce any provision of this Contract 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 Contract.
This Contract shall be signed on behalf of by , its ..