Artist-Agent Agreement

THIS ARTIST-AGENT AGREEMENT is effective on April 19, 2012, between Dorian Mayhew Rothschild (hereinafter referred to as the Artist), residing at, 60 Arthur St., San Rafael, California, 94901 and Alex Olsen, (hereinafter referred to as the Agent), residing at: San Francisco, 440 Montgomery St., California, 94103. Whereas, the Artist is an established artist of proven talents; and Whereas, the Artist wishes to have an agents assistance in marketing certain rights enumerated herein; and Whereas, the Agent is capable of marketing the artistic works produced by the Artist; and Whereas, the Agent wishes to represent the Artist; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows: Agency The Artist appoints the Agent to act as the Artists exclusive representation throughout the World in all markets necessary to effectively market, sell and distribute the artistic works of the Artist. The Agent agrees to use his or her best efforts in submitting the Artist's work for the purpose of securing assignments, sales and shows for the Artist. The Agent shall negotiate the terms of any assignment, sale or booking that is offered, but the Artist shall have the right to reject any assignment if the Artist finds the terms thereof unacceptable. Promotion The Artist shall provide the Agent with such samples of work as are from time to time necessary for the purpose of securing assignments, sales and bookings. These samples shall remain the property of the Artist and be returned within 30 days of termination of this Agreement. The Agent shall take reasonable efforts to protect the work from loss or damage, but shall be liable for such loss or damage only if caused by the Agent's negligence. Promotional expenses, including but not limited to promotional mailings and paid advertising, shall be paid 30 percent by the Agent and 70 percent by the Artist. The Agent shall bear the expenses of shipping, insurance, and similar marketing expenses. Term and Termination This Agreement shall take effect on the April 19, 2012, and remain in full force and effect for a term of 2 years, unless terminated by either party by giving 60 days written notice to the other party. Commissions The Agent shall be entitled to the following commissions:
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(A) On assignments, sales and bookings secured by the Agent during the term of this Agreement, 15% of the billing; (B) On house accounts, 0% of the billing. For purposes of this Agreement, house accounts are defined as accounts obtained by the Artist at any time or obtained by another agent representing the Artist prior to the commencement of this Agreement and listed in Schedule A to this Agreement. It is understood by both parties that no commission shall be paid on assignments rejected by the Artist or for which the Artist fails to receive payment, regardless of the reason payment is not made. Further, no commissions shall be payable in either (A) or (B) above for any part of the billing that is due to expenses incurred by the Artist in performing the assignment, whether or not such expenses are reimbursed by the Client. In the event that a flat fee is paid by the Client, it shall be reduced by the Amount of expenses incurred by the Artist in performing the assignment and the Agent's commission shall be payable only on the fee as reduced. Billing The Agent shall be responsible for sending an invoice to Artist, which details all amounts corresponding to work done and commission due. No payment to Agent shall be granted without an invoice. When Agent is the caretaker of payment that is intended for Artist, Agent shall immediately remit such payment to Artist and shall not appropriate any sums for all himself/herself unless an invoice has previously been given to Artist and Artist has had 5 days to review, validate or challenge said invoice. Payments The Agent shall make all payments due within 5 days of receipt of any fees covered by this Agreement. Late payments shall be accompanied by interest calculated at the rate of 10 per month thereafter. Accountings The Agent or representative of the Agent shall send copies of invoices to the other party when rendered. If requested, that Agent shall also provide the other party with semiannual accountings showing all assignments for the period, the Clients' names, the fees paid, expenses incurred by the Artist, the dates of payment, the amounts on which the Agent's commissions are to be calculated, and the sums due less those amounts already paid. Inspection of the Books and Records The Agent or a representative of the Agent shall keep the books and records with respect to commissions due at his or her place of business and permit the other party to inspect these books and records during normal business hours on the giving of reasonable notice. Assignment after Termination If the Artist receives assignments after the termination date from Client(s) originally obtained by the Agent during the term of this Agreement, the commission shall be payable to the Agent as defined under Commission and Payments in this Agreement.
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This Agreement shall not be assigned by either of the parties hereto. It shall be binding on and inure to the benefit of the successors, administrators, executors, or heirs of the Agent and Artist. Arbitration Any controversies or disputes arising out of or relating to this Agreement 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 Agreement. 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 Agreement 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 arbitration 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 Agreement. Entire Agreement This Agreement 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 Agreement. This Agreement supersedes any prior written or oral agreements between the parties. Severability If any provision of this Agreement 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 Agreement 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. Amendment This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment Governing Law This Agreement shall be construed in accordance with the laws of the State of California. Notice 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
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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 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. Executed by the parties named above with the intent of being legally bound. ARTIST:

_________________________________________ Dorian Mayhew Rothschild

_________________________ Date

AGENCY:

_________________________________________ Alex Olsen By Alex Olsen, Its Agent

________________________ Date

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SCHEDULE A HOUSE ACCOUNTS _________________

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