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MOTHER AGENCY AGREEMENT
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between
Look Model Management International GesmbH.
represented by
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇, JUGOSLAVIA, CROATA, LATVIA, LITHUANIA, AUSTRIA, POLAND,
ROMANIA, SLOVAKIA, SLOVENIA, CZECH REPUBLIC, HUNGARY
and
(Model's Name and Address)
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Ladies and Gentlemen:
This will confirm that we have agreed as follows:
1. Engagement, Services and Additional Agreements.
I, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby engage Look International ("you" or "Look
International") as my sole and exclusive mother agency throughout the world for
the term of this Agreement (the Term) in connection with the development of my
career in the modelling, advertising, licensing, musical, dramatic, artistic,
fashion, film, video, television and other visual media industries, and all
services to be rendered or performed by me in connection therewith (all my work
in such industries being referred to herein as "Services").
Look International hereby agrees to
> provide advice and counsel me with respect to:
o the selection of career opportunities, photographers, advertisers,
licensors and other vehicles for my talents and the presentation of
myself to the advertising and entertainment industries in keeping with
my talents;
o publicity, public relations and advertising;
o general practices in the modelling, licensing, advertising, film,
video and television industries;
o makeup, hair and composites in the creation of a portfolio of my use;
> send invoices and statements on my behalf to, and collect fees from,
clients for whom I have performed Services.
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> I acknowledge that you are in the business of rendering the services
described above to others and that, therefore, you shall not devote your
entire time or energies, or the entire time and energies of any of your
employees, to my affairs.
> In order for you to more effectively perform your services hereunder, I
shall advise you in advance of any days during which I will be unavailable
to perform Services so as to coordinate with you the scheduling of work
with my clients and otherwise facilitate the development of my career.
2. Term of Agreement.
The initial Term shall be for a period of three (3) years commencing on 6/8
2000. The term shall be automatically renewed and extended for successive
additional periods of one (1) year unless terminated by either party upon
written notice delivered not less than thirty (30) days prior to the
expiration of the then current Term.
3. Authority as Exclusive Mother Agency.
Look International is hereby authorized and empowered, as my sole and
exclusive mother agency, to act for me, and on my behalf, during the Term
with respect to the following matters: (i) approving and permitting the
copyright, license, use and publication of my name, photograph, likeness my
voice in connection with my Services; (ii) signing bills of sale and
photographic and other releases for me in connection with the foregoing;
(iii) collecting and receiving sums paid to me in connection with my
Services; (iv) endorsing my name upon and depositing into your accounts or
cashing any and all cheques payable to me in connection with my Services;
(v) deduction from such deposits all sums owing to you in accordance with
the terms of this Agreement; and (vi) enforcing and protecting my rights
with respect to parties with whom I have had contractual dealings during
the Term, in such manner as you deem appropriate by, among other means,
demanding, suing for, collecting, recovering and receiving, on my behalf,
all money, interest or other items due me of belonging to me.
> In order to enable you to fully exercise the authority hereby given to you,
I hereby designate and appoint you as my attorney-in-fact for me in
connection with my services. The foregoing appointment of you as my
attorney-in-fact shall be irrevocable during the term and collection in
full of all payments therefor.
> I herewith confirm that I am not whatsoever, verbally or in writing,
contractually bound to any other party than Look International and
particularly that I have the full right to use my own name.
> I also declare that I have at present no effective obligations vis-a-vis
third corporations and that I have not entered in to other obligations of
any kind.
> In this respect I confirm furthermore expressively that I have not
transferred the right of my image(s) for any purpose whatsoever to any
other party.
> I agree to refrain from entering into agreements of any kind regarding long
or short term contracts in connection with my Services without obtaining
prior written consent by Look International.
4. Conditions to Which Model Will Abide.
During the Term, I hereby agree to (a) maintain my weight between ___ lbs.
and ___lbs.; (b) not materially change my appearance; (d) appear at all
modelling and other professional engagements on a timely basis; (d) refrain
from using illegal drugs and from excessively using alcohol; (e) conduct
myself in a courteous and professional manner so as to enhance my career;
(f) refrain from taking any actions which will reflect adversely on you or
my career; and (g) be available, ready, willing and able to render Services
as a fashion model.
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5. Compensation to Mother Agency.
In consideration of your entering into this agreement and as compensation
for the Services to be rendered by you, you shall be entitled to receive as
your compensation 20% of all gross income or other cash consideration
(including compensation, salaries, earnings, fees, royalties, residuals,
proceeds, bonuses, prizes, award, goods, in-kind services and contest
money.) which I receive or which is credited to my account as a result of
services performed by me during the term and thereafter, if the contracts
pursuant to which such activities were performed after the Term were
negotiated during the Term, and all extensions, renewals and renegotiations
of the contracts pursuant to which such services were performed. In the
event I receive any payment for services directly from a client, I remit
such compensation to you within 7 days of my receipt thereof.
I am aware that you are entitled to receive a service charge or agency fee
some and/or all of the clients who may utilize my services. I agree that
any such service charge or agency fee is and additional inducement for you
to act on my behalf and that I shall not have any right to or interest in
any such charge or fee. In addition, I understand that you maintain a
network of relationships with agencies both in Europe and elsewhere
throughout the world. I acknowledge that, from time to time, I may be
required to pay such other agencies a commission and that you and such
agencies may agree to divide among yourselves the compensation which I am
required to pay to you and such other agencies. I agree that you shall have
the exclusive right to refer me or to place me with other agencies in
locations where you do not maintain an office.
6. Expense Reimbursement.
I hereby agree that all costs and expenses incurred by you on my behalf
shall be borne by me, and that you shall be entitled to deduct same from
deposits made into your account on my behalf for services or, if not so
deducted, I agree to reimburse you therefor.
7. Injunctive Relief.
I acknowledge and agree that my services are extraordinary and unique and
that there is no adequate remedy at law for a breach or attempted or
threatened breach or this agreement by me. You shall be entitled to
restrain a breach or attempted or threatened breach hereof by me by
obtaining an injuction or by seeking such other remedy or remedies as may
be available to you in equity or by law. You shall also be entitled to
recover from me reasonable legal fees and costs in such event.
8. Indemnification, Lawsuits.
I agree to indemnify and hold you harmless from and against any claims,
losses, damages, judgements etc of any kind or nature whatsoever and from
any costs or expenses, including attorneys fees, arising from or in
connection with negligent acts or ommissions commited by me in connection
with any engagements or employment contracts obtained in connection with
this agreement. Additionally in the event that any litigation should arise
in connection with services rendered by me or the collection of fee, die as
a result of the same, I shall be available to give such assistance as may
be required by you, agree to be bound by any reasonable settlement entered
into by you and I agree to bear my proportionate share of attorneys fees
and costs incurred to collect any such fees due.
9. Representation and Warranties.
I represent, warrant and acknowledge to you that (i) I have the power and
authority to enter into this Agreement, (ii) I am not subject to or a party
to any other oral or written agreement or any other disability which would
interfere with or prevent me from entering into or carrying out this
Agreement, (iii) the information on the signature page is true, correct and
complete, (iv) I will not, during the Term, engage any other person or
entity to act for me in the capacity for which I have engaged you under
this Agreement, (v) it shall be my sole responsibility to comply with all
governmental laws,
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rules and regulations pertaining to my performance of Services in Europe
and elsewhere in the world, including, without limitation, obtaining any
applicable visas and paying income and other taxes on my earnings, and you
shall have no responsibility whatsoever with respect thereto, and (vi) no
promises, representations or inducements have been made by you or on your
behalf, except as specifically set forth herein, and further acknowledge
that your acceptance hereof is made in reliance on this fact.
10. Termination.
You shall have the right to terminate this Agreement by delivering ten (10)
days prior written notice to me in the event that (a) I fail to perform any
of the terms and conditions of this agreement and such default is not cured
by me within ten (10) days after receipt of written notice thereof; or (b)
I die or become disabled or disfigured.
11. Applicable Law, Arbitration.
This Agreement shall be governed by the material laws of Austria.
Accordingly the Parties exclude the application of any provisions of
Austrian law, in particular of Austrian private international law, that
refer cases for settlement to any other jurisdiction. (Exclusion of
renvoi).
If any legal dispute, controversy of claim as may arise out of or in
connection with this Agreement of the contracts attached as appendices
hereto, relating in particular but not limited to its validity,
performance, violation, termination of nullity cannot be resolved in an
amicable manner, the Parties stipulate that any such disputes,
controversies or claims shall be finally and exclusively settled under the
Rules of Arbitration and Conciliation of the Arbitral Center of the
Austrian Federal Chamber of Commerce and Industry in Vienna (Vienna Rules).
The court of Arbitration shall sit as a body of three arbitrators. Either
Party shall be entitled to nominate one arbitrator, both of which shall
appoint a Chairman. The arbitral proceedings shall be conducted in the
German language. The place of arbitration shall be Vienna, Austria.
The decision of the Arbitrators shall be finally and binding upon the
Parties. No appeal may be made against the decision of the Court of
Arbitration.
12. Others.
Look International shall inform me of prospective and forthcoming
conclusions of contracts whenever possible.
I am entitled to refuse the participation in any projects that are contrary
to my moral principles.
I, for myself, agree to appear on time for all scheduled appointments and
shall keep all scheduled appointments, also those arranged for promoting
activities, such as promotion events, autograph dates and the like.
I will forward to Look International without delay all offers of any kind
whatsoever that may be directed to me by third parties and name the address
of Look International to all persons as my Mother Agency.
All mutual claims arising from this Agreement shall be void in cases of
force majeure and only for the duration of the respective case. In the
event of illnesses both Parties shall not state any separate claims to the
other Party and each Party shall pay for its expenses on its own account.
Both Parties shall give written notice to the respective Party of any
change of address. Until this notification has been received by the other
Party, mailings to the address as included in this Agreement or to a new
address communicated thereafter shall be legally effective.
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IN WITNESS WHEREOF, I CONFIRM THAT I HAVE READ AND UNDERSTOOD, OR
INDEPENDENTLY RECEIVED ASSISTANCE TO UNDERSTAND, THE TERMS AND CONDITIONS
OF THIS AGREEMENT. I ACCEPT THESE TERMS BY ENDORSING MY SIGNATURE BELOW.
Very truly yours,
▇▇▇▇ ▇▇▇▇▇▇▇▇ We/I ____________ (and ______________)
--------------------------------- are/am legal guardians of _____________,
Model's Signature and in such capacity hereby consent to
the execution, delivery and performance
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--------------------------------- accordance with its terms.
Model's Name (Please Print)
Address: Signature: _____________________________
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46-053, ▇▇▇▇▇ BOR
POLAND Relationship to minor: _________________
Telephone: ▇▇-▇▇▇▇▇▇▇▇▇ Signature: _____________________________
Fax: ▇▇-▇▇▇▇▇▇▇▇▇ Print Name: ____________________________
Date of Birth: 6/8/1982 Relationship to minor: _________________
Age as of execution: 18 Agreed to and accepted:
Date of Signature: 6/8/2000 Look International
Model Management GesmbH.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Director of Look International
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