Terms and Conditions
THIS MANAGEMENT SERVICES AGREEMENT (“Agreement”), dated as of (DATE) is entered into by and between DCYPHER STUDIOS LLC, a Michigan Limited Liability Company providing artist management services (“DCYPHER”), and (“Client”). The parties wish to enter into this Agreement governing DCYPHER’s rendering of music industry services to Client, as described in the attached and incorporated Exhibit. All services will be coordinated by David Morales who will be Client’s primary contact with DCYPHER.
1. The scope of services to be performed as well as any special instructions and considerations agreed to by the parties, shall be described in the Exhibit. The Exhibit may be updated from time to time by attaching an additional Exhibit page, or revised replacement Exhibit, signed and dated by both parties to indicate their mutual approval.
2. The cost of the contemplated services, anticipated expenses, if applicable, and manner of payment shall also be delineated in the Exhibit. DCYPHER reserves the right to discontinue services at any time due to Client’s nonpayment.
3. The term of this Agreement (“Term”) shall end upon completion of the contemplated services as initially described in the Exhibit, or otherwise as described in a signed update thereof.
4. If Client wishes to terminate this Agreement prior to completion of agreed upon services and provides written notice to DCYPHER of such intent, DCYPHER shall discontinue services as soon as practicable and Client shall remain liable for prorated payment for services rendered prior to termination, and for reimbursement of any expenses for which it is explicitly responsible.
5. Additionally, notwithstanding the above options for termination and without waiving any right or remedy otherwise available to a party hereunder, either party may terminate any Term due to the material breach of this Agreement by the other party, subject to notice and a reasonable period to cure the breach not to exceed thirty days.
6. DCYPHER will provide quality services as agreed herein but in any event does not guarantee that Client will achieve any specific outcome. The services offered by DCYPHER are provided “as is” without warranties of any kind. In any event both parties understand that their mutual efforts to communicate and cooperate will increase the likelihood of positive results. DCYPHER and Client therefore agree to communicate frequently and openly to clarify objectives, set and schedule priorities, appraise one another of progress, problem solve creatively and shall jointly update the Exhibit if it is reasonably required.
7. Client shall be responsible for any additional expenses incurred by DCYPHER which are listed in the Exhibit or which Client otherwise approves in the course of communications with DCYPHER.
8. Relationship of the Parties. DCYPHER at all times shall perform services for Client as an independent contractor and exclusively act as your manager. Notwithstanding any other relationship between the parties hereto, or between or among them and their respective Affiliates, nothing herein shall be deemed to constitute the parties have entered into a partnership or joint venture.
9. Limitation of Liability: In no event, except where willful negligence is a cause of damages, will DCYPHER be liable to the Client based on contract, tort or otherwise for loss of revenues, lost profits, or indirect, consequential, incidental, special or punitive damages arising out of or relating in any way to this Agreement.
10. This Agreement is the entire agreement between the parties and shall not be modified except in a writing signed by each of the parties or their authorized representatives. This Agreement has been entered into in the State of Michigan, and its validity, interpretation and legal effect shall be governed by the laws of the State of Michigan and enforced in its courts..
11 Subject agrees that DCYPHER and its associates may record and retain images, voice, conversation and sounds during and in connection with Subject’s appearance and may freely disseminate such content for marketing and editorial purposes. Subject intends to grant these rights in perpetuity. Client promises that no third party has an interest affecting the rights granted in this Agreement and understands that DCYPHER is not obligated to use any of the content created under this Agreement. Any uses of such content beyond what is described herein will require Client’s explicit approval.
12 FEE: DCYPHER shall be entitled to a commission as follows (collectively the “Commission”): With respect to all aspects of Artist’s career in the music Industry but excluding Artist’s revenue generated from merchandise, a commission of a 15% Gross Revenue. With respect to Artist’s revenue generated from merchandise, a commission of 15% Net Revenue. Artist and Manager agree to consider modification to the Commission in good faith in the event Artist signs an agreement with a record company.
EXCLUSIONS FROM GROSS REVENUES: “Net Revenue” shall mean all revenue generated and received by (or on behalf of) Artist from all aspects of Artist’s career in the Music Industry (“Gross Revenue”) less expenses, which expenses shall mean costs of collection and Commissions paid by Artist to any unrelated third parties and all actual, out-of-pocket third-party costs or expenses attributed to the applicable activity in the Entertainment Industry and paid by Artist, provided such costs are reasonably related to the applicable activity. Expenses do not include any such costs or expenses which were paid by you but which were funded by a third party.
No double commissioning: any income that is received by Artist on account of any other agreement Artist has entered into with Manager or an affiliate in respect of Artist’s career in the Entertainment Industry, including for instance a publishing agreement, a merchandising agreement, or a record production agreement shall not be included in Gross Revenue.
13 Sunset Clause: Upon termination of the Term, DCYPHER will be entitled to continue to receive a reduced Commission on income from contracts executed or substantially negotiated during or prior to the Term and any master recordings and compositions created in whole or in part during or prior to the Term at a rate of 10% Gross Revenue for the first year post-Term, 7.5% Gross Revenue for the second year post-Term, 5% Gross Revenue in year 3, and 0% thereafter.
14. In the event of a dispute arising from this Agreement that the parties are unable to resolve informally, prior to either party initiating an action in any Court the parties will attempt to resolve the dispute through mediation. Client should get legal counsel to review, explain and negotiate this agreement.
15. For good and valuable consideration, receipt of which in funds, barter, merchandise, promotional services or other value is hereby acknowledged, the consenting individual (the “Client”) authorizes DCYPHER Studios, LLC, a Michigan Limited Liability Company providing specialized media services and content (“DCYPHER”) and its respective affiliates, subsidiaries, licensees, successors and assigns to make use of her or his appearance in photographs, video recordings or other content produced by DCYPHER.