ARTIST MANAGEMENT AGREEMENT
AGREEMENT made this _____day of
_______________, 20____ by and between ______ _ (Artist) ____________ _____ whose identity card No. is
______________________ (hereinafter referred to as "Artist" and (Manager)
WALUSAGAH WALUSUNA whose address is 72867-00200 city square
Nairobi,
(Hereinafter referred to as "Manager")
WITNESSETH
NOW THEREFORE, in consideration of the
mutual promises herein contained, it is agreed and understood as follows:
1. Manager
agrees to render such advice, guidance, counsel, and other services as Artist
may reasonably require to further his career as a musician, composer, actor,
recording, and performing artist, and to develop new and different areas within
which his artistic talents can be developed and exploited, including but not
limited to the following services:
(a)
to represent Artist and act as his negotiator, to fix
the terms governing all manner of disposition, use, employment or exploitation
of Artist's talents and the products thereof; and,
(b)
to supervise Artist's professional employment, and on
Artist's behalf, to consult with
employers and prospective employers so as to assure the proper use and
continued demand for Artist's services; and
(c)
to be available at reasonable times and places to confer with Artist in connection with all
matters concerning Artist's professional career, business interests,
employment, and publicity; and,
(d)
to exploit Artist's personality in all media, and in
connection therewith, to approve and permit for the purpose of trade,
advertising and publicity, the use, dissemination, reproduction or publication
of Artist's name, photographic likeness,
facsimile signature, voice and artistic and musical materials; and,
(e)
to engage, discharge and/or direct such theatrical
agents, booking agencies and employment agencies, as well as other firms,
persons or corporations who may be retained for the purpose of securing contracts,
engagements or employment for Artist; and,
(f)
to represent Artist in all dealings with any union,
individual or corporates.; and
(g)
May act as
Executive Producer on the Artists recording projects on separate terms to be
negotiated between the artist and Manager and commensurate with terms generally
offered by other booking agents in accordance with industry practice; and
(h) To exercise all powers granted to Manager
pursuant to Paragraph 4 hereof.
2. Manager is
not required to render exclusive services to Artist or to devote his entire
time or the entire time of any of Manager's employees to Artist's affairs. Nothing herein shall be construed as limiting
Manager's right to represent other persons whose talents may be similar to or
who may be in competition with Artist or to have and pursue business interests
which may be similar to or may compete with those of Artist.
3. Artist
hereby appoints Manager as his sole personal manager in all matters usually and
normally within the jurisdiction and authority of personal manager, including
but not limited to the advice, guidance, counsel, and direction specifically
referred to in Paragraph 1 hereof.
Artist agrees to seek such advice, guidance, counsel, and direction from
Manager exclusively and agrees that he will not engage any other agent,
representative, or manager to render similar services, and that he will not
perform said services on his own behalf and he will not negotiate, accept, or
execute any agreement, understanding, or undertaking concerning his career as
an actor, musician, recording and performing artist without Manager's prior
consent.
4. Artist
hereby irrevocably appoints Manager for the term of this Agreement and any
extensions hereof as his true and lawful attorney-in-fact to sign, make,
execute, accept, endorse, collect and deliver any and all bills of exchange,
checks, and notes as his said attorney; to demand, sue for, collect, recover,
and receive all goods, claims, money, interest and other items that may be due
him or belong to him; and to make, execute, and deliver receipts, releases, or
other discharges therefore under sale or otherwise and to defend, settle,
adjust, compound, submit to arbitration and compromise all actions, suits,
accounts, reckonings, claims, and demands whatsoever that are or shall be
pending in such manner and in all respects as in any way limiting the
foregoing; generally to do, execute and
perform any other act, deed, or thing whatsoever deemed reasonable that ought
to be done, executed, and performed of any and every nature and kind as fully effectively as Artist could do if personally present; and
Artist hereby ratifies and affirms all acts performed by Manager by
virtue of this power of attorney.
Artist
expressly agrees that he will not on his own behalf exert any of the powers
herein granted to Manager by the foregoing power of attorney without the
express prior written consent of Manager and that all sums and considerations
paid to Artist by reason of his artistic endeavors may be paid to Manager on
his behalf.
It is
expressly understood that the foregoing power of attorney is limited to matters
reasonably related to Artist's career as a musician, actor, recording and
performing artist and such new and different areas within which his artistic
talents can be developed and exploited.
Artist
agrees and understands that the power of attorney granted to Manager is coupled
with an interest which Artist irrevocably grants to Manager in the career of
Artist, in the artistic talents of Artist, in the products of said career and
talents and in the earnings of Artist arising by reason of such career,
talents, and products.
Simultaneously
with the execution of this Agreement, Artist shall execute a short form
power-of-attorney which Manager shall be entitled to file in any jurisdiction.
5. (a) As compensation for the services to be
rendered hereunder, Manager shall receive from Artist (or shall retain
from Artist's gross
monthly earnings) at the end of each
calendar month during the term hereof a sum of money equal to THIRTY PERCENT ( 30%) of Artist's gross
earnings.
(b) The term " gross earnings", as
used herein, refers to the total of all earnings, which shall not be
accumulated or averaged whether in the
form of salary, bonuses, royalties, interest percentages, shares of profits,
merchandise, shares in ventures,
products, properties, or any other kind or type of income which is reasonably
related to Artist's career in the entertainment, amusement. Music, recording,
motion picture, television,
radio, literary, theatrical, and advertising fields, and Artist’s artistic
talents are developed and exploited, received from administrators, assigns, or
by any person, firm, or corporation (including Manager) on his behalf.
(i) Royalty advances made to
Artist which are deemed recoupable against future earnings by the party or
parties making such royalty advances
shall not be
included in gross monthly income.
(ii) Royalty payments made to Artist after
recoupment shall be payable to Manager at the scale and rate aforementioned in
Section 5 of this Agreement.
(c) The compensation agreed to be paid to
Manager shall be based upon gross monthly earnings (as defined herein) of Artist
accruing to or received by Artist during the term of this Agreement or
subsequent to the termination of this agreement as a result of any services
performed by Artist during the term hereof or as the result of any contract
negotiated during the term hereof and any renewal, extension, or modification
of this Agreement.
(d) In the event that Artist forms a
corporation during the term hereof for
that purpose of furnishing and
exploiting his artistic talents, Artist agrees that said corporation shall
offer to enter into a management contract with Manager identical in all respects
to this Agreement (except as to the parties thereto).
(i) In the event that Manager accepts such
offers, then the gross monthly earnings of such corporation prior to the
deduction of any corporate income taxes and of any corporate expenses or other
deductions shall be included as a part of the Artist's gross monthly earnings
as herein defined, and any salary paid to Artist by such corporation shall be
excluded from Artist's gross monthly earnings for the purpose of calculating
the compensation due to Manager hereunder.
(e) In the event that Artist forms a
corporation or enters into a contract with a corporation during the term hereof
for the purpose of exploiting or furnishing his artistic talents, then in
addition to any and all other considerations to be paid to Manager hereunder,
Manager shall be entitled to purchase at least THIRTY PERCENT (30%) of the capital stock of such corporation at
the price agreed by both parties but not exceeding the price of ONE DOLLAR ($1.00) PER SHARE. Artist agrees expressly not to enter into any
contract with a corporation for such purpose unless said option is made
available to Manager.
(f) Artist agrees that all gross monthly
earnings as herein defined may be paid directly to Manager by all persons,
firms, or corporations and may not be paid by such persons, firms, or
corporations to Artist, and
that Manager may withhold Manager's compensation therefrom and may reimburse
himself herefrom for any reasonable and receipted fees, costs, or expenses advanced or incurred by Manager that portion
of Artist's gross monthly earnings which
equals Manager's compensation
hereunder and such disbursements
incurred by Manager on behalf of Artist.
6. Artist shall
be solely responsible for payment of all booking agencies, fees, union dues,
publicity costs, promotional or exploitation costs, traveling expenses and/or
wardrobe expenses and reasonable expenses arising from the performance by
Manager of services hereunder. In the
event that Manager advances any of the foregoing fees, costs, or expenses on
behalf of Artist, or incurs any other reasonable expenses in connection with
Artist's professional career or with the performance of Manager's services
hereunder, Artist shall promptly reimburse Manager for such fees, costs, and
expenses.
7. Artist
warrants that he is under no disability, restriction, or prohibition with
respect to his right to execute this Agreement and perform its terms and
conditions. Artist further warrants and
represents that no act or omission by Artist hereunder will violate any right
or liability to any person. Artist
agrees to indemnify Manager and hold Manager harmless against any damages,
costs, expenses, fees (including attorney's fees) incurred by Manager in any claim, suit, litigation, or
proceeding instituted against Manager and arising out of any breach or claimed
breach by Artist of any warranty, representation, or covenant of Artist. Artist agrees to exert his best reasonable
efforts to further his promotional career during the term of this Agreement,
and to cooperate with Manager to the fullest extent in the interest of
promoting Artist's career.
8. The initial
term of this Agreement shall be for a period of TWO (2) YEARS with a FOUR (4) YEAR
annual irrevocable option from
the date thereof to renew this Agreement by
written notice mailed to
Artist no less
than SIXTY (60) days
prior to the expiration of the initial term or option periods, as the case may be.
9. Manager
agrees to maintain accurate books and records of all transactions concerning
Artist, which books and records may be inspected during regular business hours
by a certified public accountant, or any other person designated by Artist upon
reasonable notice to Manager.
10. During the
term of this Agreement, it is understood and agreed that there shall be no
change or modification of this Agreement unless reduced to writing and signed
by all parties hereto. No waiver or any breach of this Agreement shall be
construed as a continuing waiver or consent to any subsequent breach hereof.
11. It is agreed
that as a condition precedent to any assertion by Artist or Manager that the
other is in default in performing any obligation contained herein, the party
alleging the default must advise the other in writing by Certified Kenya Postal
Mail of the specific obligation which it claims has been breached and said
other party shall be allowed a period of SIXTY (60) days from the receipt of
such written notice within which to cure such default.
12. This
Agreement does not and shall not be construed to create a partnership or joint
venture between the parties hereto.
13. (a) This Agreement shall be construed in
accordance with the laws of the Kenya governing contracts executed and
performed therein, and shall be binding upon and inure to the benefit of the
parties, respective heirs, executors, administrators, successors, and assigns.
(b) The use of the masculine gender in this
Agreement shall be deemed to include the feminine whenever the context shall so
require.
IN WITNESS WHEREOF, the parties
hereunder have subscribed their signatures in the day and year first above
written.
by_________________________________ by_________________________________
MANAGER WITNESS
by________________________________ by_________________________________
ARTIST WITNESS
SPECIAL POWER OF ATTORNEY
COUNTY OF KAJIADO
I,
____________(Artist)_____________________________, City of ___________, County of _____ , hereby appoint WALUSAGAH WALUSUNA (Manager), of MADE
ARTIST’S VENTURES, City of KISERIAN, County of KAJIADO, as my
attorney in fact, to act in my name and
in my behalf to
execute contracts for my personal services as a performing artist and to perform all acts of whatever kind and nature as may be necessary or
proper in the preparation and execution of said contracts and I agree to
appear and perform said contracts.
in the event I do not appear and perform said contracts, and
in consideration for WALUSAGAH WALUSUNA acting as my attorney in fact, I
agree to indemnify WALUSAGAH WALUSUNA
for any actual loss or damage to him
including Court costs and attorney's fees, resulting from my failure to appear
and perform said contracts.
This
instrument is to be construed and interpreted as a Special Power of Attorney
whereby WALUSAGAH WALUSUNA is empowered to make valid and binding
contracts for my personal services as a performing artist. The rights, powers, and authority of my
attorney in fact, to exercise any and all of the rights and powers herein
granted shall begin on ________________________, 20___ and such rights, power,
and authority shall remain in full force and effect until ___________, 20____
or until a written notice of termination signed by me is delivered to WALUSAGAH
WALUSUNA.
_________________________________________
Artist
DATED_________________, 20___
Witness_________________________________________
Witness_________________________________________
