CELEBRITY TALENT AGREEMENT
, Inc.
c/o
Attention: ________________
The following shall constitute the agreement (the “Agreement”) between you and ________________________ (“Agency”), as agent for _______________________ (“Sponsor”).
1. Services. In connection with the advertising for _____________ (the “Products”), you wish to supply, and Sponsor wishes to , the services of _______________ (“Artist”) for television (on-camera or otherwise) and radio commercials (the “Commercials”); point of purchase, promotional and display materials (the “Promotional Materials”); print media, excluding outdoor, billboard and transit advertisements (the “Advertisements”); outdoor, billboard and transit advertisements (the “Outdoor”); and personal appearances at sales meetings, press conferences, dinners, receptions and/or similar events (the “Personal Appearances”).
2. Term; Option.
(a) Unless extended pursuant to Paragraph 2(b) below, the term of this Agreement shall commence as of the date hereof and terminate on _______________ (the “Initial Term”).
(b) Sponsor shall have three options (each, an “Extension Option”) to extend the term of this Agreement as follows: (i) for an additional, [consecutive] period of ________________ (the “First Extension Term”); (ii) for an additional [consecutive] period of ______________ (the “Second Extension Term”); and (iii) for an additional [consecutive] period of ___________________ (the “Third Extension Term”). Each such Extension Option shall be exercisable by written notice to you [not less than ten (10) days] [anytime] prior to the commencement of the Extension Term to which such Extension Option relates. (The First Extension Term, the Second Extension Term, and the Third Extension Term may each be referred to individually as an “Extension Term.” The Initial Term and each Extension Term may each be referred to individually as a “Term.”)
3. Schedule of Services.
(a) Artist shall be reasonably available and shall perform upon five (5) days’ notice and subject to [his/her] prior bona fide contractual commitments, as frequently and on such dates and at such times and locations as Sponsor, in its sole discretion, shall determine. You agree to notify Sponsor of any travel by Artist outside of the continental United States of a duration longer than seven (7) days.
(b) You shall notify Sponsor promptly upon the commencement of any negotiations regarding a proposed contractual commitment which could render Artist unavailable for more than thirty (30) days during the term of this Agreement, as extended, and you shall further notify Sponsor upon entering into any such contractual commitment. Each such notice shall contain the scheduled (or proposed) start date for Artist’s services and the schedule of such services (or proposed schedule). You shall also notify Sponsor of any material change in the start date or schedule contained in any previous notice to Sponsor.
(c) Artist shall render services hereunder, for and as directed by Sponsor, in a professional manner to the best of [his/her] talents and abilities. Artist will attend and participate in all shooting and recording sessions [that Sponsor may deem necessary or advisable from time to time] in accordance with the terms hereof and will promptly comply with Sponsor’s reasonable instructions, suggestions and recommendations in connection with the rendition of such services.
4. Minimum Guaranteed Compensation. In full and complete consideration to you and Artist for entering into and performing the terms and conditions hereof, and provided that you and Artist completely perform all of your respective obligations
hereunder, Sponsor agrees to pay to you and you agree to accept the sum of $ __________ , which shall be payable and accrue as follows: _________________ (1/2 of the total amount) payable within ten (10) business days after the receipt by Sponsor of this Agreement duly executed by you and $ _________________ (1/2 of the total amount) on or before the date six (6) months after the commencement of the Initial Term, it being understood that such sums shall be applied as a credit against all union and guild minimum fees payable to you hereunder during the Initial Term.
5. Contingent Compensation. If the following events occur, and provided that you and Artist completely perform all of your respective obligations hereunder, you shall be entitled to receive the following contingent payments:
(a) If Sponsor elects to extend the term of this Agreement pursuant to Paragraph 2(b) above, you shall be entitled to receive the following amounts with respect to each such Extension Term for which this Agreement is so extended:
i. ______________________________________________ For the First Extension Term, the sum of $ _________ , payable , which sum shall be applied as a credit against all union and guild minimum fees payable to you hereunder during the First Extension Term;
ii. _________________________________________________ For the Second Extension Term, the sum of $ , payable __________, which sum shall be applied as a credit against all union and guild minimum fees payable to you hereunder during the Second Extension Term;
iii._________________________________________________________________________________________________ For the Third Extension Term, the sum of $ ___________________________________________________________ , payable , which sum shall be applied against all union and guild minimum fees payable to you hereunder during the Third Extension Term.
(b) If Sponsor elects to engage Artist on more than _________________ performance days in the Initial Term or First Extension
Term or on more than ________________ performance days in the Second Extension Term or the Third Extension Term, respectively, each additional performance day in excess of the _____ or _____ day as applicable will increase the amount of the minimum guaranteed compensation for that Term by $ _______________ in the Initial Term, First Extension Term and Second Extension Term and by $ ________________ in the Third Extension Term. Such increased amounts shall be payable _____.
(c) With respect to any Commercials covered by this Agreement, you shall be entitled to receive the applicable minimum scale fees (including, without limitation, session, overtime, use, travel days and holding fees), if any, required by the applicable union or guild agreement. In calculating such fees, the applicable minimum scale rates in effect on the date of a session shall be used.
(d) For each day, if any, that Artist provides services for a Personal Appearance, the fee shall be $ ________________ including any travel time in connection with such Personal Appearance, which shall be payable within ____ business days of such Personal Appearance.
(e) If Sponsor elects to use Artist’s name, picture or likeness in any Promotional Materials, you shall be entitled to receive, for each six (6) month period of such use, the following fees, which shall be payable, for the first six (6) months, within _____ business days of the first appearance of your name, picture or likeness in any Promotional Materials during the applicable Term and, for each subsequent six (6) month period within _____ business days of the commencement of the applicable six (6) month period:
i. _____________ $ for periods commencing in the Initial Term, First Extension Term or Second Extension Term;
ii. _____________ $ for periods commencing in the Third Extension Term.
(f) If Sponsor elects to use Artist’s name, picture or likeness in any Advertisements in any Term, you shall be entitled to receive within _____ business days of the date of the first appearance of your name, picture or likeness in any Advertisement during the applicable Term:
i. _____________ $ for use during the Initial Term, First Extension Term or Second Extension Term;
ii. _____________ $ for use during the Third Extension Term.
(g) Sponsor may require Artist to perform services for the Advertisements, the Promotional Materials and the Outdoor on any session day without any extra cost to Sponsor.
(h) If Sponsor elects to use Artist’s name, picture or likeness in the Outdoor you shall be entitled to receive, for each six (6) month period of such use, a fee of $______, which shall be payable, for the first six (6) month period within _____ business days of the first appearance of your name, picture or likeness in the Outdoor and, for each subsequent six (6) month period within _____ business days of the commencement of the applicable six (6) month period.
6. Expenses. If Sponsor requires Artist’s services hereunder beyond a radius of one hundred (100) miles of the New York studio zone, Sponsor shall provide Artist with transportation (by air and first class, if available) to and from the production location and with living accommodations.
7. Guild Payments. Sponsor will make payments on your behalf directly to the applicable union or guild for the contributions to the Pension Plans, and the Health and Welfare Plans, required to be paid by you in connection with Artist’s services hereunder pursuant to the applicable union or guild agreements.
8. No Agency Fees. Sponsor shall not be liable for any broker’s and/or agent’s fees and/or commissions in connection with this Agreement.
9. No “Ad Libs”. In the performance of Artist’s services, Artist will perform under Sponsor’s supervision and control, will follow the scripts, storyboards and/or other materials provided by Sponsor and, unless requested by Sponsor, will not make any “ad lib” remarks or otherwise depart from such scripts and/or storyboards in any manner.
10. Grant of Rights. Sponsor and its successors, licensees and assigns, shall have (i) any and all rights whether now or hereafter known in any media anywhere in the world in and to the Commercials, the Promotional Materials, the Advertisements, the Outdoor, and all the results and proceeds of Artist’s services hereunder, as your and Artist’s employer-for-hire for copyright purposes, it being acknowledged and agreed that the product of Artist’s services hereunder is a work-for-hire for Sponsor for copyright purposes; and (ii) the right to use Artist’s name, photograph, image, voice, facsimile signature, social media handles, avatars, likeness and biographical data in the Commercials, the Promotional Materials, the Advertisements, the Outdoor, the Personal Appearances and publicity material in connection therewith. All films, videotapes, photographs, recordings, motion pictures, audio-visual materials and the like which are produced hereunder shall become and remain the sole and absolute property of Sponsor, which shall retain complete control thereof, title thereto and right of copyright thereof.
11. Territory.
(a) Any and all of the Commercials, the Promotional Materials, the Advertisements, and/or the Outdoor may be broadcast, telecast, published, displayed, distributed, exploited or otherwise used during the term of this Agreement, as extended, in any and all media anywhere in the world as frequently as Sponsor in its sole discretion shall determine.
(b) Any and all of the Commercials, the Promotional Materials, the Advertisements and/or the Outdoor may be used by Sponsor (i) at sales or dealers’ meetings and (ii) for intra-company, research, publicity, award, and/or reference purposes, anywhere in the world and as frequently as Sponsor in its sole discretion shall determine, at time during and/or after the term of this Agreement, as extended.
12. Guild Membership. You represent and warrant that throughout the term of this Agreement, as extended, you will cause Artist to become and remain a member in good standing of any labor union or guild with which Agency or Sponsor shall have any agreement (the “Guild Agreement”) lawfully requiring such union or guild membership. Nothing in this Agreement shall be construed so as to require the violation of any provision of any Guild Agreement which may from time to time be in effect and by its terms controlling with respect to this Agreement. Artist will be entitled to any minimums provided by any such Guild Agreement, and wherever there is a conflict between any provision of this Agreement and any such Guild Agreement, the latter shall prevail, but only to the extent necessary to remove such conflict. Except as expressly provided to the contrary in this Agreement, Sponsor shall be entitled to the maximum benefits and shall acquire the maximum rights provided for in any such Guild Agreement.
13. Exclusivity.
(a) You and Artist agree that during the term of this Agreement and for a period of sixty (60) days thereafter, Artist will not render any services, authorize or permit the use of [his/her] name or likeness, give any testimonials or endorsements in any advertising in any medium, nor engage in any promotional activities in connection with the following:
i. on behalf of any other [(specific products or product line)] [or product which is competitive to or incompatible with the Products or any other of Sponsor’s products or services];
ii. on behalf of any other product or service which uses copy which denigrates Sponsor, the Products, or any other of Sponsor’s products or services;
iii. together with any of the continuing character on-camera principals with whom Artist has appeared in materials produced hereunder;
(b) Artist may appear in the dramatic portions of any television or radio program, regardless of such program’s sponsor, provided that Artist does not appear in lead-ins and lead-outs contrary to the provisions of Paragraph 13(a) hereof.
14. Insurance. Sponsor may secure in its own name or otherwise, and at its own expense, life, health, accident, cast or other insurance covering Artist, or Artist and others; and Artist shall not have any right, title or interest in or to any such insurance. You shall, if requested by Sponsor, reasonably assist Sponsor in procuring such insurance by causing Artist to submit to the usual and customary medical and other examinations and to sign applications and other instruments in writing as may be reasonably required by any insurance company to which application for such insurance may be made.
15. Unique Services. You acknowledge that Artist’s services to be furnished by you and the rights and privileges granted to Sponsor hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law, and that, in the event of any material breach by you or Artist of any of the provisions hereof, Sponsor shall be entitled to injunctive and other equitable relief to prevent such breach. The foregoing provisions shall not constitute a waiver by Sponsor of any right which Sponsor may have to damages or other relief.
16. No Waiver. No waiver by any party of any breach of this Agreement or failure to exercise any right granted to any party hereunder shall constitute a waiver by any party of any of its rights.
17. Sponsor’s Control.
(a) You acknowledge the right of Sponsor to make any changes in the product of any of Artist’s services hereunder in the preparation and exploitation of the Commercials, the Promotional Materials, the Advertisements and/or the Outdoor and in this connection you acknowledge and agree that neither you nor Artist shall have any right of approval or consultation with respect to any such changes or with respect to any element (e.g., casting, scripts, directing, and distribution) of any productions or materials in which, or in connection with which, Artist shall have performed services hereunder. Without limiting the generality of the foregoing sentence, Sponsor shall have all artistic control over and the right to cut, edit, add to, subtract from, arrange, rearrange and revise the product of any of Artist’s services hereunder in any manner, and you agree that Sponsor shall have the right (i) to combine any of the product of Artist’s services hereunder with such other material as Sponsor in its sole discretion shall determine, (ii) to make, by any mechanical means, longer, shorter, altered or edited versions of any of the material produced hereunder, and (iii) to use such versions in the same way or ways in which Sponsor is herein allowed to use any material produced hereunder.
(b) You agree that neither you nor Artist shall have any right of approval, claim to compensation or benefits (other than as set forth herein), claim, including without limitation claims based upon invasion of privacy, defamation, or right of publicity arising out of any use or any blurring, distortion, alteration, optical illusion or use in composite form, whether or not intentional, of Artist’s name, facsimile signature, picture, likeness, voice or biographical information.
(c) Notwithstanding any other provision of this Agreement, Sponsor shall not be required to actually use Artist’s services or to produce, release, telecast, broadcast or use in any way, as the case may be, the Commercials, the Promotional Materials, the Advertisements and/or the Outdoor or any other material in which, or in connection with which, Artist shall have performed services hereunder, and Sponsor’s obligations to you and Artist hereunder shall be fully discharged by making the payments to you required hereunder.
18. Publicity. Any and all publicity regarding your services hereunder shall be issued only by Sponsor. Artist may make incidental reference to Sponsor or the Products so long as it is not the primary purpose of the publicity, provided that Artist shall not make any mention of Sponsor, Sponsor’s products, Agency, the advertising industry in general or your engagement hereunder in a derogatory manner, nor may Artist disclose any trade secrets or confidential information (including without limitation the terms of this Agreement).
19. Extension. If you or Artist neglect or refuse or are unable to provide Artist’s services or observe your respective obligations hereunder at the times and in the manner specified herein (a “default”), or if by reason of natural catastrophe, labor dispute or strike, act of God or public enemy, municipal ordinance, state or federal law, governmental order or regulation or any other similar cause beyond Sponsor’s control, Sponsor is prevented or hampered from utilizing Artist’s services hereunder or the Commercials, the Promotional Materials, the Advertisements, the Outdoor, or the Personal Appearances (an “event of force majeure”), or if Artist suffers any disability or impediment which would prevent Artist from fully rendering [his/her] services hereunder or if Artist suffers an alteration in [his/her] present facial or physical appearance or in [his/her] voice (a “disability”) at any time during the term of this Agreement, as extended, Sponsor may extend the then current Term for an equivalent period without any additional compensation to you or Artist, and obligations will be suspended as follows:
(a) No payments due after the date of such suspension shall accrue or be payable to you during such suspension;
(b) Any such suspension shall continue until the cessation of the event upon which such suspension is predicated and shall continue for any additional period of time reasonably required by Sponsor to make preparation for the actual utilization or resumption of Artist’s services;
(c) Sponsor may extend the date(s) by which Sponsor must exercise its Extension Option(s) pursuant to Paragraph 2 above beyond the normal expiration date(s) by a period of time equal to the aggregate period or periods of suspension occurring during the Initial Term or Extension Term in which the suspensions occurred.
20. Termination. If an event of default occurs at any time, or if Artist dies or suffers any disability, Sponsor shall have the right to cancel and terminate this Agreement immediately. In addition, if any Term shall be suspended by Sponsor due to any event of force majeure, and if such suspension continues for six (6) consecutive weeks or eight (8) weeks in the aggregate, Sponsor shall have the right to terminate this Agreement. In the event that this Agreement is terminated by Sponsor pursuant to this Paragraph 20, you only shall be entitled to payments accrued as of the date of such termination, including the pro rata portion of any compensation paid or payable to you for the then current Term up to and including the date of such termination.
21. Representations and Warranties. You and Artist represent, warrant and covenant that (i) you have the sole right, power and authority to enter into and to perform this Agreement, to perform the services contemplated hereby, and to grant the rights herein granted, (ii) neither you nor Artist has made, nor will make, any agreement or commitment with any third party which could or might prevent or interfere in any way with the full and complete rendition of Artist’s services or the exercise of the rights herein granted to Sponsor, and (iii) any statement made by Artist in connection with Artist’s services hereunder is a true reflection of Artist’s beliefs, findings or opinions and you shall clearly and conspicuously disclose your affiliation with Sponsor in accordance with the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising available at http://www.ecfr.gov/cgi-bin/text-idx?SID=14e8f4d3c876671a54fce164a72f2e3e&node=pt16.1.255&rgn=div5 (as may be updated) (the “FTC Guides”), in a form to be approved by Sponsor/Agency, and shall incorporate appropriate disclosures in connection therewith (e.g., #ad).
22. Indemnity.
(a) Sponsor shall indemnify and hold harmless you and Artist from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of, or in connection with the telecast, broadcast, publication or other use or exploitation, as the case may be, by Sponsor of the Commercials, the Promotional Materials, the Outdoor and the Advertisements or any other material produced hereunder, except insofar as such claims, damages, liabilities, costs and expenses result from the breach by you or Artist of any warranty, representation, promise or undertaking hereunder or are based upon statements or representations made by Artist regarding Artist’s personal opinion or endorsement of Sponsor or its products or services.
(b) You shall similarly indemnify and hold harmless Sponsor, Agency, Sponsor’s licensees, successors and assigns, and their respective officers, directors, employees and agents, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) any warranty, representation, promise or undertaking made by you or Artist hereunder or (ii) any statement or representation made by Artist regarding Artist’s personal opinion or endorsement of Sponsor or its products or services.
(c) In the event that any legal action or proceeding shall be instituted or that any claim or demand shall be asserted against you or Artist or against Sponsor with respect to which indemnification may be sought hereunder, prompt written notice thereof shall be given to the other party hereto. Sponsor shall be entitled, at Sponsor’s sole expense to assume and control the defense in any such action or proceeding
(d) The foregoing indemnities shall survive the termination or expiration of this Agreement.
23. Public Disrepute. If at any time Artist becomes the subject of public disrepute or scandal that affects Artist’s image, Sponsor shall have the right to cancel and terminate this Agreement immediately. In the event that this Agreement is terminated by Sponsor pursuant to this Paragraph 23, you only shall be entitled to payments accrued as of the date of such termination, including the pro rata portion of any compensation paid or payable to you for the then current Term up to and including the date of such termination.
24. Notices. Any notices to be made hereunder shall be made in writing and shall be sent by telegram, telex or certified United States mail, return receipt requested, postage prepaid. All notices and payments to you shall be sent to the following address:
c/o
Attention:
All notices to Sponsor shall be sent to the following address:
c/o
Attention:
Each party may by notice to the other party as provided herein change the address to which notices or payments thereafter shall be sent.
25. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and licensees, except that your and Artist’s obligations hereunder may not be delegated and neither you nor Artist may assign, transfer, pledge, encumber or dispose of any of your or Artist’s rights hereunder without Sponsor’s prior written consent.
26. Sponsor’s Agent. You acknowledge that Agency is entering into this Agreement solely as the agent of Sponsor, that all rights, benefits, privileges and properties granted by you and Artist hereunder are for the benefit of Sponsor and may be exercised either by Agency or by Sponsor and that all obligations, liabilities and duties imposed hereunder are imposed upon Agency solely as agent for Sponsor and not as principal.
27. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the within subject matter and no waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties hereto. This Agreement shall supersede any and all agreements between the parties hereto, and any rights and obligations arising out of such agreements shall be merged herein and governed by the terms hereof.
28. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and entirely performed therein.
If the foregoing is in accordance with your understanding of our agreement, please so indicate by your signature in the space provided for that purpose below.
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Very truly yours, _________________________________ By:______________________________ |
ACCEPTED AND AGREED TO:
__________________________, INC.
By: ____________________________
Title:___________________________
Federal I.D. No.:__________________
To induce Sponsor to enter into the foregoing Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows: I confirm the foregoing Agreement insofar as I am concerned, and the grant of all rights granted therein; and I confirm the authority and right of _________________ , Inc. to enter into the foregoing Agreement. I agree to perform all services required of me as specified in such Agreement; I agree that all payments to, Inc. shall discharge any obligations of Sponsor to me in connection with the rights granted pursuant to such Agreement; and I confirm the terms of Paragraph 17 and agree that I hereby waive any rights of droit moral or similar rights which I may have.
This document is not intended to create an attorney-client relationship. You should not act or rely on any information in this document without first seeking legal advice. This material is intended for general information purposes only and does not constitute legal advice. If you have any specific questions on any legal matter, you should consult a professional legal services provider.
