1. Business.The Independent Contractor is engaged in the independent business and occupation of managing professional models. The Independent Contractor acknowledges and agrees that it/he/she has complied with, is not currently in violation of, and that he/she/it shall continue to comply with all federal, state and local laws, rules and ordinances regarding business permits, licenses, orders, approvals, concessions, and franchises of any kind that are required of the Independent Contractor by any federal, state or local governmental or regulatory body, in order to carry out the business of the Independent Contractor and to perform the tasks set forth herein during the term of this Agreement.
  2. Services. The Independent Contractor agrees to provide the following services under this Agreement:
    1. Work to connect models/talent from Company with clients
    2. Work to connect Clients with models/talent from Company
    3. Work to find and sign to Company new models/talent
    4. Work to find and sign to Company new clients
    5. Promote and incorporate into daily activities and interactions the role of model manager with Company
    6. Such other services as requested by Company from time to time
  3. Independent ContractorThe Independent Contractor acknowledges and agrees that he/she/it is and Independent Contractor and neither an agent, employee, partner or joint venturer of the Company, nor an owner of the Company. The Independent Contractor warrants that he/she/it will perform the services set forth in this Agreement consistent with the Company's Policy for Independent Contractors. Further, Independent Contractor warrants he/she/it will provide the services set forth in this Agreement in accordance with ethical and reputable business practices and that the Independent Contractor has the requisite expertise, ability, and skill to render the services required by this Agreement.
  4. Conflicts. Nothing in this Agreement is intended to preclude the Independent Contractor from performing services for other entities and individuals. However, the Independent Contractor agrees not to engage in any activity that conflicts with the Company's business interests or reputation or interferes with the independent exercise of the Independent Contractor's judgment in the best interests of the Company.
  5. Assistants. The Independent Contractor may not utilize assistants or other employees working for the Independent Contractor to perform any portion of the services contemplated by this Agreement unless specifically authorized in writing by Company.
  6. Remuneration.The Company shall pay to Independent Contractor, on a "paid when paid basis," 33% of the final invoiced total agency fee for each unique sales lead for which Independent Contractor was the original procuring party and which results in Company receiving an agency fee from the client/customer no later than 60 days of the last date of service provided by/to the client/customer relating to such invoice. Payment may be delayed if material assets are not returned to the Company as set forth in this agreement.
  7. Taxes. Independent Contractor acknowledges and agrees that Company will not withhold federal, state, or local payroll taxes of any kind, nor will Company provide, or pay or withhold state disability insurance on behalf of the Independent Contractor or its employees, assistants and subcontractors. The Independent Contractor will not be treated as an employee with respect to the services performed under this Agreement for federal or state tax purposes. Accordingly, the Independent Contractor agrees and acknowledges that it will assume complete tax responsibility for any monies it receives under this Agreement. The Independent Contractor understands that if it is not a corporation, it may be liable for self-employment (social security) tax to be paid as required by law. Independent Contractor further agrees that it will never file a tax return inconsistent herewith and to the extent that Independent Contractor breaches this obligation, it shall indemnify and hold Company harmless for any and all costs, expenses, taxes, penalties and interest which may be assessed by any taxing body against Company as a result thereof.
  8. Benefits. Because the Independent Contractor is engaged in its own independently established business, the Independent Contractor is not eligible for, and shall not participate in, any employee fringe benefit plan provided by the Company to its employees, including but not limited to sick pay, vacation pay, group medical and dental coverage, pension, and profit-sharing, nor shall the Independent Contractor receive any other benefit from the Company except payment for its services as provided for herein above.
  9. Insurance. It is the Independent Contractor's sole responsibility to obtain and pay for workers' compensation insurance, unemployment compensation insurance, professional liability insurance, general liability insurance and any other insurance coverage necessary to fully ensure against any loss or damage arising out of, or as a result of any act or omission by the Independent Contractor, including but not limited to performance by the Independent Contractor of services under this Agreement.
  10. Agency. The Independent Contractor has no authority to bind the Company, to enter into any contracts or agreements on behalf of the Company, or to represent that he/she/it has the authority to do so. This Agreement does not create a partnership, joint venture, loaned servant arrangement or any other business arrangement between the parties other than that of an independent contractor relationship.
  11. Costs and Expenses Incurred.Independent Contractor further acknowledges and agrees that Independent Contractor is solely and exclusively responsible for any and all costs and expenses incurred by Independent Contractor, including his/her/its employees, assistants and subcontractors, and except as otherwise set forth in paragraph 6 above, shall receive no other remuneration from Company unless agreed to, in writing, prior to the incurrence of such expense and signed by an authorized officer of the Company.
  12. Indemnification. The Company shall not be responsible for any action or omission by the Independent Contractor. The Independent Contractor agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents, assigns and successors against any claims, demands, or liability related to or arising out of the Independent Contractor's breach of any representation in this Agreement, failure to properly perform any obligations under this Agreement, and for any violations of law, including but not limited to his/her/ its failure to appropriately pay taxes on any monies it receives under this Agreement.
  13. Confidentiality. The Independent Contractor agrees that during and after its performance of services under this Agreement, not to use or disclose, directly or indirectly, for any reason or in any way, other than at the express direction of the Company's President or the President's designee, any proprietary or confidential information or business or trade secrets of the Company or of any of the Company's customers, whether oral, written, graphic, optical or electronic, including but not limited to:
    1. The business, conduct, marketing strategy or efforts, or operations of the Company, or any of its customers, including but not limited to any financial or personnel matters or information of or pertaining to the Company and/or any of its employees or customers;
    2. Any proprietary products or services of any nature designed, developed or owned by the Company or any customer;
    3. Any of the Company's or any of the Company's customers' databases, lists or pricing or purchasing information or policies;
    4. Any of the Company's or any of the Company's customers' recruiting databases, lists, compensation and job assignment information or policies;
    5. Any of the Company's or any of the Company's customers' inventions, apparatus, tools, samples, methods of doing business, processes, formulas, drawings, blueprints, photographs, slides, motion pictures, videotapes, computer software, trade secrets, supplies, supplier lists, personnel data and files, ideas or strategies, and cost data. (hereinafter, "Confidential Information"). This obligation not to use or disclose the Confidential Information does not apply to any information that is public knowledge in the Company's industry, provided that the Independent Contractor did not cause it to become public knowledge.
  14. Company Property. Upon termination of the Independent Contractor's relationship with the Company for any reason, the Independent Contractor agrees to promptly return all Company property, records, files, documents, materials and any other proprietary or Confidential Information, and all copies of the same to the Company as a precondition to receipt of any final payment from Company to Independent Contractor. Further, Independent Contractor specifically authorized Company to deduct from any final payment to Independent Contractor the cost of any such Company Property which Independent Contractor fails, refuses or neglects to timely return to Company.
  15. Remedies. The parties agree and acknowledge that a violation by the Independent Contractor of paragraphs 13 or 14 of this Agreement would result in irreparable injury to the Company for which the Company would have no adequate remedy at law. Therefore, the Company shall be entitled to all equitable remedies to enforce this Agreement, including an injunction, to prevent violation(s) of this Agreement without the necessity of posting a bond as security for costs. In the event that the Company prevails in any such action, the Company shall be entitled to recover its reasonable attorneys' fees and costs from the Independent Contractor, as well as any damages awarded by a court of law.
  16. Statements. Both during and after the term of this Agreement, the Independent Contractor agrees to refrain from making any public or private statement about the Company or its officers, directors, employees, agents, assigns and successors that is disparaging, negative or malicious, or that would be injurious to the Company's business or reputation, or which would, directly or indirectly, interfere with the business of the Company.
  17. Term of Agreement.The term of this Agreement shall commence upon execution of this Agreement by both parties and shall continue until terminated as provided below.
  18. Termination. Either party may terminate this Agreement upon 5 days' written notice to the other party. Additionally, either party may terminate this Agreement and the business relationship between the parties without liability (except for the provisions of paragraphs 13-16 above, which will survive termination of this Agreement), immediately upon notice to the other, if such termination is because of a material breach of this Agreement by the other party, or in the case of termination by the Company, such termination is because the Independent Contractor has engaged in conduct deemed by the Company to be detrimental to the interests or reputation of the Company or any employee or customer of the Company such as violating the Company's Policy for Independent Contractors. This Agreement shall also be automatically terminated on the death of the Independent Contractor or on the permanent disability of the Independent Contractor, if because of the disability the Independent Contractor is no longer able to perform his/her/its material services under this Agreement. In the event of termination for any reason, the Independent Contractor will only be entitled to pay for his/her/its services already performed for the Company through and including the effective date of termination.
  19. Successors. This Agreement shall be binding on and run to the benefit of the parties and their heirs, successors, and assigns.
  20. Applicable Law. This Agreement shall be governed by and interpreted according to the laws of the state of California. The parties agree to the exclusive jurisdiction of the federal/state courts sitting in Los Angeles County, California.
  21. Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severable, and the remaining provisions of this Agreement will be fully enforceable to the fullest extent of the law.
  22. Nonwaiver. The failure of either party at any time to require the performance by the other party of any provision of this Agreement shall in no way affect that party's right to subsequently enforce that provision.
  23. Survival. The provisions of paragraphs 13-16 of this Agreement shall survive the termination of the business relationship between the parties.
  24. Entire Agreement. This Agreement embodies the entire agreement between the parties with respect to its subject matter, and it supersedes all prior agreements, whether written or oral. No amendment of this Agreement shall be effective unless in writing and signed by the Independent Contractor and the Company CEO.
Buzz Model Management Inc. 4470 Sunset Blvd West, Unit 230, Los Angeles, CA, 90027
Telephone: 213-290-1461, Email: info@buzzmodels.com
© 2017 Buzz Model Management Inc.