COMPANY
ADDRESS
ADDRESS
Dated as of: MONTH, YEAR
Re: “PROJECT NAME” Talent Agreement
This letter shall set forth the basic terms of the agreement (“AGREEMENT”) between
____________________________________________(“COMPANY”) on the one
hand, and ________________________(“TALENT”), on the other hand, in connection
with the television project currently entitled “_____________________________”
(“PROJECT”). The terms of the Agreement are as follows:
1. OWNERSHIP & SHOPPING RIGHTS:
In consideration of COMPANY creation of the project, and continuing efforts to secure
financing and set up the Project for development and/or production as a digital and/or
television series, documentary, mini-series, in the United States (“Production”) with a
network, buyer, distributor, or other financier (“Buyer”), Company shall have the
exclusive right, commencing on the date first written above and continuing through and
including the date that is six (6) months following full execution hereof (“Term”), to
exclusively develop, pitch and submit the Project to Buyers. In the event the Project is
“set-up” during the Term, COMPANY shall be attached as the production company,
EXECUTIVE PRODUCER NAMES (and their individual designees) shall be attached as
executive producers, and Talent shall be attached as on- camera talent. All terms of
Talent’s on-camera services, including, without limitation, the fee that Talent shall be
paid and Buyer’s exclusivity requirements, shall be negotiated by Talent directly with
the Buyer in good faith within the budgetary parameters of the Production. COMPANY
shall have final responsibility for concluding in good faith an agreement with any such
Buyer on customary terms for the production and/or distribution of the Production. If at
the end of the Term, COMPANY is involved in substantive good faith negotiations as
evidenced by written deal terms and related correspondence with respect to any bona
fide offer with a Buyer, then the Term automatically will be extended for up to ninety
(90) days to conclude such agreement. If Company is successful in entering a firm or
binding agreement with any Buyer for the Production, then Talent shall grant to
COMPANY a right of first refusal to secure financing and set up any Productions related
to the Project for a period of one (1) year following the execution of the firm or binding
agreement with the Buyer.
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2. NON-COMPETE:
During the Term, Talent’s services as on-camera talent shall be exclusive to
COMPANY with respect to certain entertainment programming (e.g., digital and/or
television project), substantially similar to the Project, and Talent shall not attach
himself/herself to or submit to any third party any project in any media that is similar to
the Project. For sake of clarity and avoidance of doubt, Talent’s participation and
appearance in other media and programming featuring Talent’s professional
skateboarding endeavors, whether directly or indirectly for the benefit of Talent’s
sponsors or otherwise, shall not be a breach of the exclusivity obligations set forth
herein.
3. UPON EXPIRATION:
Upon expiration of the Term (as it may be extended), if COMPANY has not entered into
a firm and binding agreement with a Buyer for the Production neither party shall have
any further obligation to the other in connection with the Project; provided that
COMPANY shall retain ownership in the Project materials (excluding any materials that
feature any element of Talent’s rights of publicity) created during the Term.
Notwithstanding the foregoing, if, during the period of three (3) months following the
expiration of the Term, Talent proceeds with development, financing and/or production
of a substantially similar project with a Buyer to whom COMPANY engage in
substantive discussions specifically related to the Project during the Term, then
COMPANY shall remain attached as executive producer of such project on terms to be
negotiated in good faith.
4. FREEDOM TO ENTER AGREEMENT:
Talent represents and warrants that: (a) Talent has the full right and power to make and
perform this Agreement; (b) to Talent’s knowledge, the Project has not previously been
exploited as a motion picture, television production, pilot or otherwise, and no third
party presently has any right to do so; (c) Talent does not need to obtain the consent of
any third party before entering into this Agreement and granting the rights so granted to
COMPANY hereunder. COMPANY represents and warrants that it has the right to
enter into this Agreement and to grant all of the rights herein granted.
5. RESOLVING DISPUTES:
All disputes which may arise between the parties under or with respect to this
Agreement or Talent’s services hereunder shall be resolved solely by binding
arbitration conducted in the County of CITY, STATE and administered by JAMS in
accordance with its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”).
The JAMS Rules for selection of an arbitrator shall be followed, except that the
arbitrator shall be an arbitrator experienced in the entertainment industry and licensed
INITIALS: _____, _____
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to practice law in California or a retired judge. Upon conclusion of any arbitration
proceedings hereunder, the arbitrator shall render findings of fact and conclusions of
law and a written opinion setting forth the basis and reasons for any decision he or she
has reached and shall deliver such documents to each party along with a signed copy
of the award in accordance with section 1283.6 of the California Code of Civil
Procedure. Any judgment upon an award rendered by an arbitrator may be entered in
any state or federal court in the County of Los Angeles, California having jurisdiction of
the subject matter hereof.
6. NAME AND LIKENESS:
Company shall have the right to use Talent’s approved name and likeness during the
Setup and Development Period in connection with sale of a pilot and/or the Project,
subject to Talent’s prior approval in each instance of use.
7. NON-UNION PRODUCTION:
Talent acknowledges that this Agreement is not subject to any collective bargaining
agreement.
8. FORMAL AGREEMENT:
The above terms constitute a binding agreement between the parties hereto and the
entire agreement between the parties hereto with respect to the subject matter hereof,
and supersedes all previous arrangements, understandings, representations, or
agreements, either oral or written, regarding the subject matter hereof. In due course a
more formal agreement may be prepared, incorporating the above terms, and other
terms and conditions as set forth in Company’s agreements of this type (including,
without limitation, fees, name and likeness rights of Talent, all publicity for the Project
being controlled by Company, Talent’s obligation to refrain from disclosing the terms of
this Agreement and confidential information regarding the Project, no obligation for
Company to produce the Project, customary representations and warranties by Talent
with respect to the Project, Company’s right to assign the Agreement and Talent’s
limitation from doing so, California choice of law and forum, limitation of remedies for
Talent [e.g., no injunctive/equitable relief], indemnification, default, disability, and force
majeure); but, the failure of the parties hereto to prepare and/or execute such formal
agreement shall not affect their rights as set forth in this Agreement, which shall in any
event be binding upon them. Each party agrees to execute such further documents, not
inconsistent herewith, as any other party may from time to time deem necessary to
effectuate the purposes of this agreement.
9. PRIORITY:
This Agreement reflects the valid and binding obligations of the parties with respect to
the subject matter hereof, and contains the entire agreement of the parties and
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supersedes any prior or contemporaneous agreements (oral and written) between
Talent and COMPANY pertaining thereto. It is intended and agreed that this
Agreement will be replaced by a more formal document at a later date, but unless and
until such time, if any, as the more formal agreement shall be fully executed, this
Agreement shall represent a complete, binding and fully enforceable contract.
If the above is acceptable, please execute where indicated
below.
AGREED TO AND ACCEPTED:
Company (“COMPANY”) Individual (“TALENT”)
___________________________________ ____________________________________
Name (Signature) Name (Signature)
___________________________________ ____________________________________
Print Print
___________________________________ ____________________________________
Title Title
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