EXCLUSIVE CONTRACT OF MANAGEMENT COMMENTS

THIS AGREEMENT ("Agreement") is entered into as follows 2015 by and between

Management Inc. ("Manager") with address at ,y (the "Artist")
with residence at . —

1. COMMITMENT AND TERM: (a) The has signed a major label contract. The idea is
undersigned Artist hereby engages Manager that, if this does not happen, the manager has
as Artist's sole and exclusive representative not beendoing a good job of taking the Artist
and manager for a period of two (2) years, one step further. Each new right to extend the
commencing on the date hereof (hereinafter duration of the Contract should be linked to
"Initial Term"). The Artist grants the Manager even greater objectives.
three (3) options to extend the term of this
Agreement for an additional period of one (1)
year each under the terms and conditions
hereof, and each option shall automatically
renew unless otherwise notified by the
Manager no later than 30 days prior to the
expiration of the initial term. The initial termand
optional periods of this Agreement are
hereinafter referred to as the "term"..
Perhaps most important in a management
agreement is the "term", i.e., the duration of the
Contract. In this pro-manager Contract, the
manager has the right to represent the Artist
for an initial term of two years followed by three
extensions, exercised at the manager's sole
discretion. Basically, the manager has up to
five years to collect commissions (see
paragraph 11) from the Artist's income,
whether or not it helps the Artist become more
successful.

In a pro-Artist Contract, the initial term may be

one year, 18 months or even as long as two
years. But after that the manager would only
be entitled to extend the term if certain
objectives are achieved. For example, the
manager will only have the right to extend the
term if the Artist has earned a minimum
amount of money ($100,000, for example), or
2. MANAGEMENT SERVICES:
The Manager agrees to put its resources at the
service of the Artist's career and to do
everything necessary and desirable to promote
the Artist's career and the resulting earnings.
These functions shall consist of activities such
as securing contracts with record labels,
booking agents, music publishers, and musical
instrument manufacturers, and assisting the
Artist in the recording process, song selection,
producers, album design, etc.. The Artist
authorizes and empowers the Manager, and
the Manager agrees to be bound by the
limitations set forth in paragraphs 4 through 6
of this Agreement:

(a) represent advise and assist the Artist in

setting the terms governing all forms of
disposition, use, employment or exploitation of
the Artist's talent and the resulting
productions.;

(b) to oversee the professional engagement of

the Artist and, on behalf of the Artist, to consult
with employers and potential recruiters to
ensure the proper and continued use of's
services;

(c) to be available at reasonable times and

places, subject to paragraph 5, to meet with
the Artist, with reference to all matters
concerning the Artist's career, business
interests, booking and publicity.;
(
(d) to advise the Artist regarding the
exploitation of the Artist's personality in the me-
sages and, related to this, to approve, give
permission for the cases of commerce, pu-
blicity, and on the other hand, the use,
diffusion, reproduction or publication of the
Artist's name, photograph, voice, and artistic
and musical materials;

The "Manager Services" section in most

contracts, whether pro-manager or pro-Artist, is
generally a standard list of manager duties. As
I said in the introduction, this is a legal text that
does not necessarily favor one of the parties,
so it is not usually negotiated. However, the
Artist should carefully read this section to see if
there is anything potentially harmful such as a
power of attorney in favor of the manager,
which would allow the manager to execute
contracts and other legal documents on behalf
of the Artist without the Artist's knowledge or
approval. .
(e) enter into negotiations with, comply with, and referto entertainment agents, recruiting and
employment agencies, and other firms, persons or Subsection 2(e) should be amended to make
corporations that may be engaged to secure hiring or engagement with agents and others
contracts, engagements or work for the Artist. subject to the approval of both the manager
and the Artist.
(f) advise the Artist in all dealings with
professional associations and unions, and

(g) in general to promote the best interest,

professional and artistic value, benefits and sale-
jas for the Artist.

3. OBLIGATIONS OF THE ARTIST:

The Artist understands and agrees that:
(a) The Artist shall be solely responsible for the
payment of all fees and expenses incurred by the
Artist, including, but not limited to, booking agency
fees, travel expenses of the Artist or any
employee or assistant of the Artist, wardrobe
expenses, and all other costs and expenses
incurred by the Artist, but in no event shall the
Artist be responsible for any of the costs and
expenses incurred by the Artist.n, travel expenses
of the Artist or any employee or assistant of the
Artist, wardrobe expenses, and all other costs and
expenses incurred by the Artist, but in no event
shall the Artist be responsible for any of the
expenses directly related to the Manager's Regarding the last sentence of 3(a), a few
general overhead structure. The Artist shall be words in an inocuo looking paragraph like this
responsible for reimbursing the Manager for all can be a minefield for the Artist. The problem
direct expenses incurred by the Manager, for is that these "direct gascough" are not defined.
which the Manager shall provide receipts, The manager may deduct from the Artist's
invoices and/or other documents. income, accordingly, any expenses as long as
he/she provides invoices. This clause should
be modiffed to clarify that the expenditure must
be directly for the benefit of the Artist's career,
and that any expenditure over a minimum
amount such as $100 must be approved in
advance by the Artist and that any amount
over $250 per month must be approved in
advance by the Artist and that any amount
over $250 per month must be approved in
advance by the Artist..
(b) Nothing herein shall be construedto create an obligation on the part of the Manager to
advance money to the Artist.
(c) In the event that the Manager advances di-
nero to the Artist, or solely at the request of
the Artist, to any employee of the Artist or
other person on behalf of the Artist, the
Manager shall be entitled to recover the sum
or sums advanced from the Artist's gross
income as defined in paragraph 12.
(d) No advance made by the Manager to the
Artist or any employee of the Artist shall be
construed to create an obligation for the
Manager to make any further advances to the
Artist or any employee of the Artist.
(e) In the event that the Manager incurs
expenses or costs, including, but not limited to, Artist's career. Again, the contract should
travel expenses and expenses related to the
promotion of the Artist's career or for any of
the categories described in paragraph 3(a)
("Manager's Expenses"), the Artist agrees that
the Manager shall be entitled to reimburse the
Artist for such expenses, after deducting its
commission, from the Artist's gross revenues.-
3(a) ("Manager's Expenses"), the Artist agrees
that the Manager shall be entitled to repouch
such expenses, after deductinghis
commission, from the Artist's gross revenues
as defined in paragraph 12.
Subsection (e) is not as detrimental to the
Artist as the last sentence of subsection (a)
because it ties the manager's expenses to the
promotion of the Artist's career, but still leaves
too much to the manager's discretion. For
example this wording would give the manager
the right to deduct the cost of a leisure trip if
the manager had a single meeting about the
include a clause that any expense over a
minimum amount such as $100 must be pre-
approved by the Artist and any amount over
$250 per month must be pre-authorized.

(f) The Artist shall not create or join any group, association or other entity for the purpose of
recording records, tapes or audiovisual media, or for the purpose of performing live, or acting in
television, theater or films, without first obtaining the approval of the Manager.
(g) The Artist warrants that he/she will
dedicate himself/herself actively to his/her
artistic career in the entertainment industry,
and that he/she will follow all re-
commendations and advice offered by the
undersigned Manager.
(h) The undersigned Artist and Manager
agree that the selection of the Artist's road
manager will be decided by the Manager.
4. OTHER ARTIST: The Artist understands
that the Manager may represent and continue
to represent and represent other persons,
Artists and performerstes, and the Artist
agrees that the Manager shall not be required
to devote all of its time and attention to fulfilling
the Manager's obligations set forth in this Con-
tract.
Subsection (g) should be amended by
includingthe word "reasonable" next to the
words "advice and recommendations".
Otherwise the Artist violates the covenant if he
does not follow every single piece of advice
given to him by the manager, no matter
whether it is brilliant or completelydreadful.
Every human being is fallible, even the most
successful manager.
Subsection (h) should give the Artist theright
to choose the road manager, because the
Artist practically has to live with him/her when
on tour.
Paragraph 4 is reasonable, but if the person
the Artist wants to represent him/her as
manager is part of a firm that includes other
managers, a pro-Artist contract would
supplement this paragraph with a "key man"
clause. The following is an example of such a
clause:
During the term, will be the
The manager shall be primarily responsible for
the manager's activities described in this
Agreement. Notwithstanding the foregoing, it is
understood and agreedtant that can
delegate day-to-day responsibilities to other
employees of the manager athaving to
remains responsible for
ble of the services provided by the manager. In
the event that _________ termination of
employment or
ceases to be primarily responsible for the
activities of the manager described in this
Agreement ("Key Man Event"), the Artist shall
be entitled to terminate the term of this
Agreement as of the date the Artist notifies the
manager of this Key Man Event..
5. MEETINGS: The Manager shall not be
required to travel to meet with the Artist at any
particular time and place, except that it shall be
done at the Manager's discretion and it is
agreed that the costs and expenses of such
viajes shall be paid by the Artist, but if such
costs are paid by the Manager, the full amount
of such expenses shall be reimbursable as
provided in paragraph 3.
Although it is reasonable not to require the
manager to travel long distances to meet with
the Artist if, for example, the Artist is on tour,
the manager should be reasonably available to
meet with the Artist at othertimes. In addition,
the Artist should have the right to approve any
travel expenses if the manager and the Artist
decide that the manager should travel to meet
with the Artist.

6. BOOKING AGENT: It is understoodde and
agreed between the parties that obtaining
employment for the Artist is not an obligation of
the Manager, that the Manager is not a
booking agent or artist agent, that the Manager
has not offered or promised to obtain, seek or
produce work or hires for the Artist, and that
the Manager is not obligated, authorized,
licensed or expected to do so. Manager
provides assistance in negotiations with
booking agents, firms or corporations for the
purpose of contracting contracts for the Artist,
in which case the compensation payable to
such agents or other third parties for obtaining
such contracts shall be paid by the Artist in
addition to the compensation payable to the
undersigned Manager.
The Artist and the Manager agree that the
selectionof the booking agent must be
approved by the Manager..
The manager needs this clause because an
employment agent's license is required in most
states, including California and New York, in
order to apply for employment.. Most
managers do not have these licenses because
getting an employment agency license would,
in most states, require the manager to post a
bond and other formalities. But soliciting
employment without a license would expose
the manager, in most states, to civil and ineven
criminal liability. The model text included in this
paragraph is designed to avoid exposing the
manager to these risks.

7. EXCLUSIVITY:
(a) The Artist shall not, during the term of this
Agreement, engage any other person, firm,
corporation or the like, to act on its behalf as its
personal Manager or to perform any of the
Manager's services or duties mentioned
herein.
The manager is not interested in competing
with thirdparties for the Artist's attention, nor
does he want to share his commission.
However, there aresome occasions when it is
reasonable for the Artist to have more than one
manager. Supposeus, for example, that the
Artist has a separate career as a novelist in
addition to his musical career. The Artist may
wish to have a different representative for his
or her writing career. This problem also
appears in the definition of "Show Business".
See paragraph 11(c) below.
(b) Notwithstanding the foregoing, nothing contained in this agreement shall be construed as
limiting the Artist's ability to obtain legal or financial advice.

8. USE OF NAME AND IMAGE: The Artist

consents to the Manager representing the
Artist publiclyas the exclusive Manager of the
Artista, and for the purposes of this Agreement,
the Artista grants the Manager the right to use
the Artist's image, photographs and authorized
biographical material.

9. PERFORMANCE OBLIGATIONS:
(a) The Artist shall use its best efforts to
perform the services at the locations andments
indicated by the Manager.
A pro-Artist contract would limit the manager's
right to use the Artist's "image" and
"photograph" to those images that the Artist
has approved.

This clause should be modified because it

gives too much power to the manager. The
manager will be protected if the Artist fails in
his or her career (see paragraph 17). but the
Artist does not have to do everything the
manager "tells" him to do.
(b) For the purpose of this Agreement, the Artist See commentary to grants to the
Manager the right to use the Artist's image, Paragraph 8. photograph and
authorized biographical material, and all similar that the Manager's reasonable discretion advises.
The Artist shall comply with the rules and obligations to perform these services in all aspects.
10. THE ARTIST IS NOT A MINOR: The Artis- If the Artist is a minor, in most countries, the Artist may terminate or
declares and warrants that he/she is an adult cancel the Contract. In many states, including New York, anyone
and not a minor under the laws governing this under the age of 18 can terminate a contract that takes several years
Agreement and the performance that is the to complete. A manager who signs an agreement with a child should
subject matter hereof. consider a legal process with a judge "affirming" that the contract is
correct. This legal process usually costs between $5000 and $10,000 in legal costs and that
cost could not be charged to the Artist..

11. COMPENSATION: commission is 20%.

(a) As compensation for services rendered,
Artist agrees to pay Manager a sum equal to
twenty percent (20%) of one hundred percent
(100%) of Artist's "Gross Revenues" as defined
in paragraph 11(b) below.
(b) The term "Gross Revenues" as used
herein refers to total earnings, fees, royalties,
rights advances, sponsorship income,
endorsement income, deferred compensations,
union payments related to the Artist's services,
interests, profit participations or anyother type
of income reasonably related to the Artist's
career in the "Show Business" as defined
below.
The normal range is between 15% and 20%.
Since this is a pro-management contract, the
This clause is the standard definition progross
income management.
It would be better for the Artist to make an
agreement on the "net" but it is difficult to
achieve. A "net" agreement would exclude
income that the Artist needs to spend to earn
money. In other words, the Artist's career-
related expenses are deducted, and the
manager's share is a percentage of the
remainder. As we said in the introduction, it is
essential that the contract specifies the
exclusions to the "Gross Income". See
comments related to paragraph 11(d) below.
(c) The "Business of the Show" shall include
live performances, personal engagements,
entertainment, music recordings, music
publishing (and all revenues derived from
music publishing), music production (including,
but not limited to, revenues generated in
connection with the Artist's production or remix
services), the Artist's production company, the
Artist's record company, the Artist's record
label, the Artist's film label, and the Artist's
record label.(including, but not limited to,
income earned in connection with the Artist's
production or remix services), the Artist's
production company, the Artist's record label,
films, endorsements and branding.tion,
endorsements and branding, the theatrical and
advertising fields and all similar areas now
known or hereafter conceived in any media
and throughout the world in which the Artist's
talent is developed or exploited, received by
the Artist or by any person, firm or corporation
(including Manager) on the Artist's behalf,
including, but not limited to, the Artist's heirs,
executors, administrators, administrators or
beneficiaries.
This definition of "Show Business" is made in
the broadest possible way, since it is in the
manager's interest to apply his commission on
ALL income the Artist makes in the
entertainment industry, from selling discos to
writing a cookbook. The manager will argue
that creating success in any area of
entertainment such as music will create
opportunities in other areas.. The Artist should
at least try to reserve forms of ingreso in which
the Artist does not need the manager's help to
create or maintain. See commentrio to
paragraph 12 below.

(d) Notwithstanding anything to the contrary
mentionedabove, Gross Revenues, as defined
in this Agreement, shall specifically exclude (i)
any recording or video production costs paid to
independent third parties in connection with
recording or video production of the Artist, (ii)
income derived by the Artist from non-show
business and investments, or (iii) monies spent
on non-show business and investments, or (iv)
monies spent on the recording or video
production of the Artist.(ii) income derived by
the Artist from investments and business
$5,000. In addition the Artist would still be responsible for paying all other expenses such as
food, rent and taxes.
A fully pro-management contract would not
even have these deductions, but they are
essential to protect the Artist. For example,
subsection (i) excludes recording costs .
Suppose the Artist's recording contract states
that the record company will advance $50,000
including recording expenses. and the Artist
spends $35,000 to make an album including
hours of studio, producers, session musicians
and mezclas. Without (i) the manager's
commission would be $10,000 (20% of
$50,000), and the Artist would end upwith

Subsection (iii) is also an essential exclusion. Here's why: if the Artist has not signed and paid
the tour expenses, even if the management contract is carefully negotiated, the Artist could
easily end up with very little or nothing. For example, the Artist earns a total of $15,000
playing concerts on tour, expenses (bus, gas, hotel, etc.) amount to $12,000. The manager's
commission would be 20% of the $15,000, or $3,000, which would leave the Artist with exactly
nothing.
 The conclusion is that all reasonable expenses such as production costs on videos and
records, tour costs including light and sound expenses as well as travel and accommodation,
have to be specified in the agreement and be deducted from the "Gross Revenues"..

Details arise when lawyers try to define "reasonable expenses". For example, if the Artist has
to fly to a concert, the manager's lawyer will insist that the Artist fly economy, spend less than
$50 a day on food, rent a small car and stay in a 3-star hotel at most. The Artist's attorney will
want to deduct the car rentaller and any other expenses that the concert venue does not
cover.

12. EXCEPTIONS: Notwithstanding the The exception clauses are designed to exclude
foregoing, the Manager shall not be entitled to income on which it would be inappropriate for
his commission on income paid to the Artist as the manager to apply his commission. In this
a free-lance makeup artist. case the Artist may be a beginning singer who
has been earning a living as a Make-up Artist.
So it is reasonable to set aside such income from "Gross Income".
13. POST-CONTRACT COMPENSATION:
The compensation agreed to be paid to Ma-
nager as set forth in paragraph 11 or any other
provision of this Agreement shall be based on
the Artist's Gross Revenues (as defined herein)
earned or received by the Artist, Manager or
Manager's company during the term of vigency
of this Agreement. Notwithstanding the
foregoingrior, the Artist agrees to pay to the
Manager in perpetuity compensation upon
termination or expiration of this Agreement in
relation with the commitments, contracts and
agreement, or extensions or improvements of
the samepiration or termination of this
Agreement in re latiom, procured during the
term, or from bidstes initiated or negotiated
during the term and consummated or executed
within three (3) months after the expiration of
the term of this Agreement.
A pro-manager contract without rectifications
will not place time limits on the right of the ma-
nager to receive commissions for contracts
withfollowed during the Term. Declarará, as
does this contract, that any contract won during
the term or "extensions or improvements" of
that contract will be objective to the manager's
commission. This means that as long as the
Artist is with the same record company or
music publisher that the manager helped sign
a contract with, the Artist will be obligated to
continue to pay the manager for any income
derived from that contract FOREVER. Many
successful artists such as Bruce Springsteen,
Billy Joel or Bob Dylan have spent decades on
the same label. For example Bob Dylan signed
with Columbia Records in 1961 and is still with
them. If they had signed this contract, he would
still be paying the manager for whatevermoney
Columbia paid him.

To prevent the Artist from owing money to the

manager long after the contract has expired,
the Artist should negotiate a "twilight clause".
The crepus clausesspecify that even if the
Artist earns money on a contract originally
procured during the term of the contract, the
manager will not receive a commission after
the termination of the contract. Or, at the very
least, the manager should not receive his full
commission. Here's a typical twilight clause:
 "At the end of the Term, the Artist shall pay the
manager's commission ("post-contract
commission") with respect to the Artist's gross
revenues, when derived from contracts entered
into during the Term, as follows::

Post-contract years/ Commission

1 / 12.5%
2 / 7.5%
3-4 / 2.5%
5+ / 0%”

Twilight clauses reward managers for their

work during the term of the contract and at the
same time give the Artist the ability to sign with
another manager and avoid paying two full
commissions.

A fully pro-manager agreement would also

include a clause allowing the manager to
charge commission in perpetuity for "the
proceeds of the Artist's talent including musical
compositions.". This is sometimes referred to
as the manager's "pension" clause, since a
great song can generate income for a lifetime
or even longer.

14. IN THE EVENT THAT THE ARTIST

ESTABLISHES A CORPORATION: In the
event that the Artist forms a corporation during
the term of this Agreement for the purpose of
exploiting and supplying the Artist's artistic
talents, the Artist agrees that the Gross
Revenues of such corporation prior to the
deduction of taxes, expenses or other
deductions fromductions, shall be included as
part of the Artist's Gross Revenues as defined
in this Agreement.
15. PAYMENT OF GROSS INCOME;
REIMBURSEMENT OF EXPENSES OF THE
MANAGER:
(a) The Artist shall have the right to hire an
accountant or other financial professional to act
as a financial manager ("Business Manager"),
provided that the Manager shall have the
absolute right to approve this Business
Manager. The Business Manager shall be
obligated to receive the Gross Revenues in
respect of which the Manager's commission is
payable. The Business Manager will also
manage the accounting activities of the Artista,
including, without limitation, the payment of its
commission to the Manger, and the
reimbursement to the Manager of its expenses.
The Artist shall instruct such Business
Manager to pay its comission calculated on
one hundred percent (100%) of the Gross
Revenues, and the expenses of the Manager
within five (5) days after receipt of any Gross
Revenues during the Term, provided that the
Manager is entitledto its commission. The
Manager will receive an accounting form in-
each month during the Term in which the Artist
receives income. Said accounting reportshall
contain all Gross Ingrements received by the
Business Manager during the previous month,
specifying the sourceand the amount received
or earned from each source. It is understood
(b) Until such time as the Artist againstte to a Business Manager (which, as stated above, will be
subject to the approval of the Manager),
that the Business Manager normally receives a
five percent (5%) commission, but such
Business Manager compensation must be
approved by the Manager and the Artist.
Who collects the money? Many good
managers do not want to collect money and
prepare accounting reports for an Artist
because that in itself is a time-consuming job..
These managers will prefer to use their time to
generate opportunities. The Artist, for his part,
will not feel completely comfortable leaving the
Manager to pay him.
A good alternative, at least when the Artist is
generating significant revenue, is for both
parties to give approval to a third party
business manager (usuallya qualified
accountant) who carefully collects and
accounts for both the Artistand the Manager.
The business manager may also be res-
ponsible for paying the Artist's taxes, managing
the Artist's money (so that it is not spent too
quickly), and advising the Artist on investment
opportunities. Business managers normally
receive a 5% fee for their services from their
employees.. Again, as with the agreement
between the Artist and the Manager, such fees
should be a percentage of the Artist's income
excluding the income that the Artist must spend
on production costs, touring and other
reasonable expenses nables.
the Manager shall have the exclusive right to recaudar all Gross Revenues as defined in paragraph
11 of this Agreement.
The Manager shall deduct the 20 percent (20%) commission from one hundred percent (100%) of
the Gross Revenues, and then pay the Artist the balance of the Gross Revenues. The Manager
agrees to disburse to the Artist all sums received by the Manager and due to the Artist immediately
upon receipt by the Manager after deductinghis commission and expenses. In the event thatany
party actually pays any Gross Revenue to the Artist instead of to the Manager, the Artist agrees to
immediately pay to the Manager the portion of such Gross Revenue that corresponds to the
Manager's Commission. The Artist shall submit any documents that must be legally required for the
Manager to collect or receive any Gross Revenues.

16. POWER OF ATTORNEY:The undersigned
Artist hereby grants, assigns and expresses to
Manager the right to sign the following types of
contract, instrument or legal document on its
behalf:
(a) a personal appearance commitmentfor up to
three days and/or nights; and (b) any other
contract, instrument or legal document if the Artist
is not available and the Manager has the verbal
approval, by email or fax, of the Artist.
Some managers will claim the right to
negotiate contracts on behalf of the Artist. The
Artist may wish to give the Manager the right to
sign contracts on his behalf, but only after the
Manager consults with him and gives him part
of the terms of each contract, and the Artist
accepts the contract. If I were representing the
Artist, I would submit (a) to the Artist's
approval, as well as (b) "any other contract".

17. SUSPENSIONS AND EXTENSIONS:

The Manager shall have the right to suspend
the term of the Agreement and its obligations
mediante written notice to the Artist, if for any
reason the Artist ceases to cooperate with the
Manager or ceases to actively develop his
carreon in the show business, or if the Artist's
ability to perform is impaired by physical or
mental incapacity,
The term of the management contract ofcould
be suspended if the Artist "ceases to actively
pursue his or her career in the entertainment
business, or if the Artist's ability to perform is
impaired by physical or mental incapacity", but
"cease to cooperate" is too broad. A pro-Artist
contract would eliminate this phrase.
as a result of such incapacity, the Artista is unable to comply with any of its material obligations-
described herein.
Such suspension should be for the duration of the Artist's inability to perform, and the term of this
Agreement (including all options or renewal terms) should be automatically extended by the total
number of days of the suspension pursuant to this paragraph.

18. REPRESENTATIONS AND WARRANTIES: The undersigned Artist represents and warrants
that it has no contract or agreement that would in any way interferery with or conflict in any way
with the Artist's obligations under this Contract. The Artist further agrees that it will hold harmless
and indemnify the Manager from claims arising from such failure to communicate and from any
loss, damage, liability or expense, including cost of litigation and reasonable attorneys' fees,
resulting from or arising out of the breach of any agreement, representation or warranty made by
both parties to this Agreement.

19. AUDIT: The undersigned Parties agree-

that a qualified accountant or attorney may
inspect and audit the books and records of
each party or the Business Manager to
confirm the accuracy of any statement of
accounts as agreed in this Agreement. Said
audits and/or inspections, if any, shall be
made only upon thirty (30) days' prior written
notice and at the principal place of business
where such books and records are kept, to the
effect that Artist may not assign this
Agreement or any of the rights granted herein.
Whether the Artist or the Manager collects the
money, there should be a contability and audit
clause regarding that part.
24. DEFAULT: It is agreed that neitherany of
the signatory parties shall be deemed to be in
breach or default, such breach or default shall
not be considered a material breach or default
until the aggrieved party notifies the party
alleged to be in breach or default by registered
or certified mail, return receipt requested,
describing the exact service which the
aggrieved party requires from the party alleged
to be in breach or default.The aggrieved party
shall notify the party alleged to be in breach or
default by registered or certified mail, return
receipt requested, describing the exact service
that the aggrieved party requires from the party
alleged to be in breach or nonperformance.
The party allegedly in breach ofshall have thirty
(30) business days to remedy such breach or
noncompliance.

23. ASSIGNMENT: The Manager may assign

this agreement or any of the rights described
herein to any person, firm or corporation doing
business regularly in the entertainment
industry, including a corporation in which the
Manager is a director.. Notwithstanding the
foregoing, the Artist may not assign this
Agreement or any of the rights granted herein.
It is in the Artist's best interest to modify this
clause to allow the Manager to transfer the
contract ONLY to a company in which the
Manager is a director, and not to "any person,
firm or corporation". Otherwise the Artist may
end up having as manager a person he/she
doesn't even know.

22. RELIEF: The services to be performed by

the Artist described in this Agreement are
personal, unique and replaceable, and any
breach or threatened breach of this Agreement
by the Artist will cause irreparable harm and
entitle the Manager to injunctive relief in
addition to and without limitation to any other
remedies available to the Manager or third
parties.
The Manager may use this clause to reforce
the clauses of the Contract, including the
payment of the Manager's commission, and to
anular any other management contract that the
Artist may wish to negotiate.

JURISDICTION: This Agreement shall be

construed in accordance with the laws of New
York. The parties agree that any dispute arising
under this Agreement shall be resolvedunder
the jurisdiction of a court of competenttente in
the State of New York.
It would be to the Artist's advantage if the
jurisdiction of the court resolving a dispute
under this Agreement were the state in which
the Artist resides.
25. NOTICES AND APPROVALS: All notices
and approvals required by this Agreement Older contract versions did not include email
(including those required by paragraph 16) notification.
must be in writing and delivered to the other
Party by certified mailor electronic mail (email)
to the following email addresses:

AL MANAGER: ______@___.com (or other di

The Manager's specified reaction at the time)
AL Artista: ______@___.com (or other address
specified by the Artist at the time)

26. WAIVER: A waiver or exemption from any

provision or breach of this Agreementshall not
constitute a waiver of the same provision or
any other breach at a later time. Any clause or This is an example of a sample text that is not
provision of this Agreement that is deemed necessarily advantageous to any Party.
invalid or unenforceable, by law or otherwise,
shall not affect the validity and enforceability of
the remainder of the Agreement..

27. MEANING OF TERMS: Allwords and Another example of standard text that does not
phrases contained herein, unless otherwise givetaja to any of the Parties.
specified, have the same meaning throughout
the entire document, As used herein, wherever
applied, and wherever the context requires,
the singular shall include the plural and the
plural shall include the singular. The
termination or release of this Agreement, or
any provision hereof, shall be binding unless
confirmedme by a written document signed by
the party to whom the change is requested.
Paragraph headings are for convenience only
and shall have no effect on the interpretation
of the contents of this Agreement.

28. LEGAL ADVICE: The undersigned Artist

acknowledges that he/she has been advised
to seek and receive legal advice from an
attorney independing with respect to the terms
and provisions of this Agreement.
The Artist has consulted that
Note that this clause states that the Artist
MAY waive his or her right to consult an
attorney. Thus, if the Artist declaresthat
he/she did not know what he/she was signing,
the
attorney or has declined that right and has
chosen to sign this Agreement freely and has-
read and accepted each and every one of the
clauses.

29. TOTAL AGREEMENT: This Agreement

describes the entire agreement between the
parties hereto, and no modification,
amendment, waiver or change shall be valid
except in writing and signed by both parties..

IN WITNESS WHEREOF, the parties hereto

have signed this Agreement at the place and
on the date hereinafter set forth:

Artist:
Manager can say that he was advised to
consult a lawyer and that it is not his fault if he
did not understand the Contract.

This is another example of standard text that

does not necessarily favor anyone.
MANAGER:

Authorized Signatory