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The Pro-Manager Contract (With Pro-Artist Comments) .
The Pro-Manager Contract (With Pro-Artist Comments) .
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.
(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 Subsection (g) should be amended by
dedicate himself/herself actively to his/her includingthe word "reasonable" next to the
artistic career in the entertainment industry, words "advice and recommendations".
and that he/she will follow all re- Otherwise the Artist violates the covenant if he
commendations and advice offered by the does not follow every single piece of advice
undersigned Manager. given to him by the manager, no matter
whether it is brilliant or completelydreadful.
Every human being is fallible, even the most
successful manager.
(h) The undersigned Artist and Manager
agree that the selection of the Artist's road Subsection (h) should give the Artist theright
manager will be decided by the Manager. to choose the road manager, because the
Artist practically has to live with him/her when
on tour.
4. OTHER ARTIST: The Artist understands Paragraph 4 is reasonable, but if the person
that the Manager may represent and continue the Artist wants to represent him/her as
to represent and represent other persons, manager is part of a firm that includes other
Artists and performerstes, and the Artist managers, a pro-Artist contract would
agrees that the Manager shall not be required supplement this paragraph with a "key man"
to devote all of its time and attention to fulfilling clause. The following is an example of such a
the Manager's obligations set forth in this Con- clause:
tract. 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 Although it is reasonable not to require the
required to travel to meet with the Artist at any manager to travel long distances to meet with
particular time and place, except that it shall be the Artist if, for example, the Artist is on tour,
done at the Manager's discretion and it is the manager should be reasonably available to
agreed that the costs and expenses of such meet with the Artist at othertimes. In addition,
viajes shall be paid by the Artist, but if such the Artist should have the right to approve any
costs are paid by the Manager, the full amount travel expenses if the manager and the Artist
of such expenses shall be reimbursable as decide that the manager should travel to meet
provided in paragraph 3. with the Artist.
6. BOOKING AGENT: It is understoodde and The Artist and the Manager agree that the
agreed between the parties that obtaining selectionof the booking agent must be
employment for the Artist is not an obligation of approved by the Manager..
the Manager, that the Manager is not a The manager needs this clause because an
booking agent or artist agent, that the Manager employment agent's license is required in most
has not offered or promised to obtain, seek or states, including California and New York, in
produce work or hires for the Artist, and that order to apply for employment.. Most
the Manager is not obligated, authorized, managers do not have these licenses because
licensed or expected to do so. Manager getting an employment agency license would,
provides assistance in negotiations with in most states, require the manager to post a
booking agents, firms or corporations for the bond and other formalities. But soliciting
purpose of contracting contracts for the Artist, employment without a license would expose
in which case the compensation payable to the manager, in most states, to civil and ineven
such agents or other third parties for obtaining criminal liability. The model text included in this
such contracts shall be paid by the Artist in paragraph is designed to avoid exposing the
addition to the compensation payable to the manager to these risks.
undersigned Manager.
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.
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.
(d) Notwithstanding anything to the contrary A fully pro-management contract would not
mentionedabove, Gross Revenues, as defined even have these deductions, but they are
in this Agreement, shall specifically exclude (i) essential to protect the Artist. For example,
any recording or video production costs paid to subsection (i) excludes recording costs .
independent third parties in connection with Suppose the Artist's recording contract states
recording or video production of the Artist, (ii) that the record company will advance $50,000
income derived by the Artist from non-show including recording expenses. and the Artist
business and investments, or (iii) monies spent spends $35,000 to make an album including
on non-show business and investments, or (iv) hours of studio, producers, session musicians
monies spent on the recording or video and mezclas. Without (i) the manager's
production of the Artist.(ii) income derived by commission would be $10,000 (20% of
the Artist from investments and business $50,000), and the Artist would end upwith
$5,000. In addition the Artist would still be responsible for paying all other expenses such as
food, rent and taxes.
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.
(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),
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 Some managers will claim the right to
Artist hereby grants, assigns and expresses to negotiate contracts on behalf of the Artist. The
Manager the right to sign the following types of Artist may wish to give the Manager the right to
contract, instrument or legal document on its sign contracts on his behalf, but only after the
behalf: Manager consults with him and gives him part
(a) a personal appearance commitmentfor up to of the terms of each contract, and the Artist
three days and/or nights; and (b) any other accepts the contract. If I were representing the
contract, instrument or legal document if the Artist Artist, I would submit (a) to the Artist's
is not available and the Manager has the verbal approval, as well as (b) "any other contract".
approval, by email or fax, of the Artist.
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.
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.
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.
Authorized Signatory