Creative Artist Agent Agreement - Template, Sample Form Pro · US-law

CREATIVE ARTIST–AGENT REPRESENTATION AGREEMENT

State of ________

RECITALS

A. This Creative Artist–Agent Representation Agreement (the “Agreement”) is made and entered into effective as of ________ (the “Effective Date”), by and between the following creative artist (the “Artist”):

________
of
________
________

and the following agent (the “Agent”):

________
of
________
________

The Artist and the Agent are referred to herein individually as a “Party” and collectively as the “Parties.”

B. WHEREAS, the Artist possesses notable and proven creative talents and requires the assistance of an agent in marketing, promoting, and negotiating engagements as described in this Agreement;

C. WHEREAS, the Agent has the ability and experience to market the Artist’s creative works and to negotiate engagements on the Artist’s behalf;

D. WHEREAS, the Agent wishes to represent the Artist and the Artist wishes to be represented by the Agent, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ I. APPOINTMENT OF AGENT.

1. The Artist hereby appoints the Agent to act as the Artist’s exclusive representative globally in all relevant markets necessary to effectively promote, sell, and distribute any and all creative works produced by the Artist, unless otherwise agreed in writing by the Parties.

2. The Agent shall use commercially reasonable best efforts to promote, sell, and distribute the Artist’s work for the purpose of securing contracts, assignments, sales, engagements, and other relevant business for the Artist.

3. The Agent shall negotiate the terms of any and all contracts, assignments, sales, engagements, or other relevant bookings offered; provided, however, that the Artist shall retain the absolute right to accept or reject any assignment or engagement in the Artist’s sole discretion and for any reason.

4. The Agent shall not enter into any binding agreement on behalf of the Artist without the Artist’s prior written consent.

§ II. PROMOTION AND SAMPLES.

5. As reasonably necessary, the Artist shall from time to time provide the Agent with samples of the Artist’s work for the purposes of marketing and securing sales and bookings.

6. All samples shall remain the sole property of the Artist and shall be returned by the Agent within thirty (30) days following the termination or expiration of this Agreement.

7. The Agent shall take all reasonable and due care to protect the Artist’s samples from damage, loss, or destruction, but shall be liable only for damage or destruction resulting from the negligence or willful misconduct of the Agent.

8. Promotional expenses, including but not limited to promotional mailings and paid advertising, shall be paid one hundred percent (100%) by the Artist, unless otherwise agreed in writing.

9. As is customary in the industry, the Agent shall be responsible for the expenses associated with insurance, shipping, and other ordinary marketing expenses incurred in the course of representation.

§ III. COMMISSION.

10. The Agent shall be entitled to a commission of ________% of the billing on any and all assignments, sales, engagements, or bookings secured for the Artist by the Agent during the term of this Agreement.

11. The Agent shall be entitled to a commission of ________% of the billing on any house accounts.

12. For purposes of this Agreement, “house accounts” means any accounts booked by the Artist prior to the commencement of this Agreement, including accounts procured for the Artist by a prior agent. The Artist has the following house accounts:

________

13. The Parties understand and agree that no commission shall be payable to the Agent for any account or assignment rejected by the Artist or for which the Artist does not receive payment.

14. The Parties understand and agree that no commission shall be payable to the Agent on any portion of the billing attributable to expenses incurred by the Artist in performing an assignment, whether or not such expenses are reimbursed by the client.

15. If a flat fee is paid by a client, such fee shall be reduced by the amount of expenses incurred by the Artist in performance of that assignment, and the Agent’s commission shall be payable on such fee as so reduced.

§ IV. COMPENSATION AND BILLING.

16. For rendering the services outlined in this Agreement, the Artist shall pay to the Agent an annual fee of $________ (________), payable in installments as set forth herein or as the Parties may otherwise agree in writing.

17. The Artist shall pay to the Agent a non-refundable retainer fee in the amount of $________ (________), due upon execution of this Agreement.

18. The Agent shall provide the Artist with a detailed invoice describing all amounts corresponding to work performed and all commissions due. No payment shall be made to the Agent absent an invoice as described herein.

19. Payment shall be made to the following person and address:

________
________

20. For any payment not made when due, the Artist shall pay a late fee in the amount of $________ (________), together with interest at the rate of ________% per annum or the maximum rate permitted by applicable law, whichever is less.

§ V. PAYMENTS TO ARTIST.

21. Should the Agent receive any payments on behalf of the Artist, the Agent shall not appropriate any portion of such payments for the Agent’s own use or to satisfy any invoice unless and until an invoice has been delivered to the Artist and the Artist has had a reasonable opportunity to review and challenge such invoice.

22. The Agent shall hold all funds received on behalf of the Artist in trust for the benefit of the Artist and shall remit all amounts due to the Artist within ________ days of receipt of such funds.

§ VI. ACCOUNTING AND RECORDKEEPING.

23. The Agent shall periodically furnish the Artist with copies of invoices when rendered.

24. At the Artist’s request, the Agent shall provide semiannual accountings detailing all assignments for the relevant period, the names of clients, the fees paid, any expenses incurred by the Artist, the dates of payment, the sums due less amounts already paid, and the amounts on which the Agent’s commissions are calculated.

25. The Agent shall maintain books and records regarding all payments due between the Parties at the Agent’s principal place of business, and shall permit the Artist to inspect such records during normal business hours upon reasonable prior notice.

§ VII. RELATIONSHIP OF THE PARTIES.

26. It is understood and agreed that the Agent is an independent contractor with respect to the Artist and not an employee, partner, or joint venturer of the Artist. Nothing herein shall be construed to create a relationship other than that of independent contractor.

27. The Artist shall not provide fringe benefits, including health insurance, paid vacation, or any other employee benefit, to or for the benefit of the Agent. The Agent shall be solely responsible for all federal, state, and local taxes, including self-employment taxes, arising from the compensation paid hereunder.

§ VIII. TERM AND TERMINATION.

28. This Agreement shall take effect on ________ and shall continue in full force and effect until terminated as provided herein.

29. This Agreement shall terminate automatically on ________.

30. Either Party may terminate this Agreement upon ________ days’ prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice in the event of a material breach by the other Party that remains uncured for ________ days following written notice thereof.

31. If the Artist receives any assignment after the termination date from any client obtained through the efforts of the Agent while this Agreement was in force, any applicable commission shall remain payable to the Agent as provided herein for a period of ________ months following termination.

§ IX. CONFIDENTIALITY.

32. The Agent, and any of the Agent’s employees, agents, or representatives, shall not at any time or in any manner, directly or indirectly, use for the personal benefit of the Agent, or divulge, disclose, or communicate to any third party, any information that is proprietary or confidential to the Artist. The Agent and its personnel shall protect such information and treat it as strictly confidential.

33. The obligations of confidentiality under this Article shall survive the termination or expiration of this Agreement.

34. Upon termination of this Agreement, the Agent shall return to the Artist all samples, records, notes, documentation, equipment, and other items used, created, or controlled in connection with this Agreement.

§ X. ASSIGNMENT.

35. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party.

36. The Artist acknowledges that the services to be rendered by the Agent are personal in nature and may not be assigned or delegated to any third party without the prior written consent of the Artist.

37. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

38. Any attempted assignment or transfer in violation of this Article shall be null and void and of no force or effect.

39. The Parties shall provide written notice to one another of any permitted assignment of this Agreement.

§ XI. INDEMNIFICATION.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod.

41. The Artist shall indemnify, defend, and hold harmless the Agent from and against any claims arising out of the content, originality, or ownership of the Artist’s works, including claims of infringement, defamation, or invasion of privacy.

42. The provisions of this Article shall survive the termination or expiration of this Agreement.

§ XII. FORCE MAJEURE.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et.

44. The term “Force Majeure” shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, epidemics or pandemics, insurrections, riots, wars, strikes, lock-outs, or work stoppages.

45. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch once such causes are removed or cease.

46. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents, or affiliates.

§ XIII. ENTIRE AGREEMENT.

47. This Agreement contains the entire agreement of the Parties, and there are no other promises, representations, or conditions, whether oral or written, concerning the subject matter of this Agreement.

48. This Agreement supersedes all prior written or oral agreements between the Parties.

§ XIV. SEVERABILITY.

49. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

50. If a court of competent jurisdiction 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 shall be deemed to be written, construed, and enforced as so limited.

§ XV. AMENDMENT.

51. This Agreement may be modified or amended only in writing signed by both Parties.

§ XVI. GOVERNING LAW AND VENUE.

52. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles.

53. The Parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in ________ County, State of ________, and each Party consents to the personal jurisdiction of such courts.

§ XVII. NOTICE.

54. 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 of this Agreement, or to such other address as one Party may have furnished to the other in writing.

§ XVIII. WAIVER.

55. 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.

§ XIX. COUNTERPARTS.

56. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed valid and binding to the same extent as original signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

EXECUTION:

_________________________________
________, Artist

Date: ________

_________________________________
________, Representative of ________, Agent

Date: ________