This document is an agreement between an artist and a manager for management services. Includes scope of representation, terms of authority, rights and compensation, as well as other important clauses. Compensation is by per cent of earnings.
The original SEC filing can be found here: http://www.sec.gov/Archives/edgar/data/1168981/...
ARTIST MANAGEMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 26th day of November, 2017.
BY AND BETWEEN:
Keion Brian Jones
(herein referred to as "R3V")
172 Miramar avenue
Royal Palm Beach, Florida 33411
- and -
Joshua Miguel Harkins
(herein referred to as the "Manager")
9738 Lake District Ln.
Orlando, Florida 32832
A. R3V wishes to obtain advice, guidance, counsel and direction in the development and
advancement of R3V's career as musician, recording and performing artist and songwriter.
Also to include any areas R3V's artistic talents can be developed and utilized; and
B. The Manager, by reason of the Manager's contacts, resources and background, is qualified to render such advice, guidance, counsel and direction to R3V;
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed and understood as follows:
Services Of The Manager
1. The Manager agrees to render such advice, guidance, counsel, direction and other services as
R3V may reasonably require to further R3V's career as a musician, composer, recording
and performing artist, and to develop new and different areas within which R3V's artistic
talents can be developed and utilized, including but not limited to the following services:
a) to represent R3V and act as R3V's negotiator, to fix the terms governing all manner of disposition, use, employment or exploitation of R3V's talents and the products thereof; and
b) to supervise R3V's professional employment, and on R3V's behalf to consult with employers and prospective employers so as to assure the proper use and continued demand for R3V's services;
c) to be available at reasonable times and places to confer with R3V in connection with all matters concerning R3V's professional career, business interests, employment and publicity;
d) 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 R3V.
Rights And Authority Of The Manager
2) The Manager is required to render exclusive services to R3V. Management shall be available to R3V and shall act as his day-to-day manager.
3) R3V hereby appoints the Manager as R3V's sole personal representative, manager and advisor for the term of this agreement and any renewals, in all matters usually and normally within the jurisdiction and authority of personal representatives, managers and advisors. R3V agrees to seek such advice, guidance, counsel and direction from the Manager exclusively and agrees not to engage any other agent, representative or manager to render similar services, and not to perform said services on R3V's own behalf, and R3V will not negotiate, accept or execute any agreement, understanding or undertaking concerning R3V's career as a musician, recording or performing artist and songwriter without the Manager's prior consent, which shall not be unreasonably withheld or delayed.
a) R3V hereby appoints the Manager for the term of this agreement and any renewals hereof as R3V's true and lawful attorney-in-fact to 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 and effectively as R3V could do if personally present, including, subject to the limitations set out in this agreement, the following:
(i) to demand, sue for, collect, recover and receive all goods, claims, money, interest and other items that may be due to R3V or belong to R3V;
(ii) to approve and permit any and all publicity and advertising;
(iii) to approve and permit the use of my name, photograph, likeness, voice, sound effect, caricature, literary, artistic and musical materials for purposes of advertising and publicity in the promotion and advertising of any and all products and services;
b) R3V expressly agrees that R3V will not on R3V's own behalf exert any of the powers herein granted to the Manager by the foregoing power of attorney without the express prior consent of the Manager and that all sums and considerations payable to R3V by reason of R3V's artistic endeavors shall be paid to the Manager on R3V's behalf.
c) All business decisions, major commitments, including, but not limited to recording agreements will be approved with R3V and executed prior to completion or commitment on any business arrangement or contract with a third party.
4) The Manager shall be entitled to book R3V and act as R3V's booking agent on separate terms to be negotiated between the Manager and R3V and commensurate with terms generally offered by other booking agents in accordance with industry practices. The Manager shall utilize such third party booking agents as the Manager feels are reasonably required to develop and promote R3V's professional career.
5) The term of this agreement will be three (3) years as the above-dated agreement. R3V hereby grants to the Manager one (1) irrevocable option to extend the term of this agreement for a term to be discussed at such time if necessary.
6) As compensation for the services to be rendered hereunder, the Manager shall receive from R3V a sum of money equal to EIGHT (8%) of R3V's gross monthly earnings (plus any applicable taxes) and the Artist hereby assigns to the Manager an interest in such earnings to the extent of said percentage.
7) The term "gross monthly earnings" as used in this agreement, refers to the total of all earnings, whether in the form of, salary, royalties, interest percentages, share of profits, merchandise, share in ventures, products, properties, or any other kind or type of income which is reasonably related to R3V's career in the entertainment, amusement, music recording, songwriting, music publishing, television, radio, literary, theatrical and advertising fields, in which R3V's artistic talents are developed and utilized, received from any person, firm or corporation on R3V's behalf, less the following exclusions:
(i) production costs of R3V's master recordings and audiovisual works;
(ii) tour support payments paid out by a third party record company;
(iii) fees, royalties and other payments paid to third parties including, without limitation, record producers, audiovisual work producers and directors;
8) The compensation agreed to be paid to the Manager shall be based upon gross monthly earnings of R3V accruing to or received by R3V
a) during the term of this agreement or any renewal; or
9) The Manager agrees to maintain accurate books and records of all transactions concerning R3V, which books and records may be inspected or audited during regular business hours by R3V or his nominee upon reasonable notice to the Manager and at R3V's sole cost and expense. In the event of material irregularity in the books or records, R3V shall be reimbursed for costs of audit and Manager shall take steps to immediately correct the error.
10) R3V shall be solely responsible for payment of all reasonable costs and disbursements incurred by the Manager in furthering the career of R3V, including, but not limited to booking agencies, fees, union dues, publicity costs, promotional or exploitation costs, traveling expenses. In the event that the Manager advances any of the foregoing fees, costs or expenses on behalf of R3V, or incurs any other reasonable expenses in connection with R3V's professional career or with respect to the performance of the Manager's services hereunder, R3V shall promptly reimburse the Manager for such fees, costs and expenses. R3V shall not be responsible for normal and recurring office and operating expenses of the manager.
11) Notwithstanding the foregoing, the Manager shall require R3V's prior approval for expenditures in excess of FIVE HUNDRED DOLLARS ($500.00) and the Manager shall provide estimated budget projections for expenditures and revenues for each year of this agreement and update these projections from time to time as deemed necessary by the Manager.
12) The Manager is not required to make loans or advances to R3V, but in the event that the manager does so, R3V will make best efforts to repay the same promptly. R3V hereby authorizes the Manager to deduct the amount of any such loans or advances from any sum which the Manager may receive for R3V's account.
13) R3V shall be entitled to terminate this agreement at any time upon the Manager's breach of any of the Manager's representations, covenants and warranties contained herein, or obligations hereunder, including without limitation the Manager's duty to R3V.
14) R3V shall be entitled to terminate this agreement immediately upon bankruptcy or insolvency of either of the Managers, or in the event of dispute between them.
15) This Agreement shall not be assignable by R3V to any person, firm or corporation; provided however, that R3V shall have the right to assign his right to receive payments under this Agreement.
16) The Manager shall not have the right to assign this agreement or any of the Manager's rights and obligations hereunder to any person, firm or corporation without the express written consent of R3V, which consent may be withheld. Notwithstanding the foregoing, the Manager may assign this agreement to a corporation to be incorporated by the Manager for the purpose of carrying out the services contemplated by this agreement, provided the assigned agrees in writing to assume all of the Manager's obligations under this Agreement and manager shall not be relieved of its obligations hereunder.
17) The Manager agrees and understands that by virtue of this agreement the Manager stands in a fiduciary relationship to R3V and the Manager shall be held to the highest standards of good faith and loyalty.
Mutual Representations and Warranties
18) The Parties warrant that each is under no disability, restriction or prohibition with respect to such parties' right to execute this agreement and perform its terms and conditions and further warrant and represents that no act or omission by R3V hereunder will violate any right or create any liability to any person. The parties agree to mutually indemnify the other fully in respect of any liability, loss or claim suffered by the other as a result of any breach of this Agreement, or the terms, conditions, representations, warranties and covenants herein.
19) The Manager agrees at all times to attend to R3V's professional career and to exert R3V's best reasonable efforts to further R3V's professional career during the term of this agreement and any renewal, and to cooperate with R3V to the fullest extent in the interest of promoting R3V's career.
20) This agreement contains all the terms agreed to between the parties with respect to the subject matter hereof and 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 of any breach of this agreement shall be construed as a continuing waiver or consent to any subsequent breach hereof.
21) This agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto. It is specifically understood that the parties are acting as independent contractors.
22) R3V acknowledges that this agreement and the books of account of the Manager contain confidential trade information; neither R3V nor R3V's representatives shall reveal or use on their own behalf or on behalf of any person any facts or information arising from this agreement or any inspection of the Manager's books of account hereunder.
23) Any notice, direction or other instrument required or permitted to be given to the parties shall be in writing and may be given by mailing or delivering the same or by fax or email addressed to the parties as follows:
To the Manager
Joshua Miguel Harkins
9738 Lake District Ln
Keion Brian Jones
172 Miramar avenue
Royal Palm Beach, Florida
Any party hereto may change its address or notice by notice to the other parties hereto, given in the manner
24) R3V hereby acknowledges that the Manager has instructed R3V to seek independent legal advice regarding R3V entering into this Agreement and R3V hereby confirms that R3V has, in fact, sought and received such independent legal advice.
25) If any term, provision, covenant or condition of this Agreement is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall affect the validity of the remainder of this Agreement.
26) The law governing this Agreement and any action, matter or proceeding based on or relating to this Agreement shall be the law of the United States.
27) R3V shall have and retain exclusive control over artistic and creative matters, provided the Manager shall be consulted on all such matters.
29) This is the entire agreement between the parties and it supersedes all other agreements, whether written or oral, prior to the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have properly executed this Agreement as of the day and year first written above