Artist Management Agreement Template

"Affiliate" means, with respect to a person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, where "control" means the power to direct management and policies, whether through ownership of voting securities, by contract or otherwise.

"Artist Services" means the Artist's services and activities in the Field, including live and recorded performances, songwriting, production, touring, appearances, endorsements, sponsorships, merchandising, publishing, synchronization, film, television, digital and other media activities.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Jurisdiction/City].

"Confidential Information" means all non-public information of a Party, in any form, disclosed in connection with this Agreement, including the terms of this Agreement, financial information, contracts, unreleased creative works, business plans, personal data and touring plans.

"Engagement" means any contract, commitment, license, agreement or arrangement relating to the Artist Services, including any extension, renewal, amendment, replacement or substitution thereof, entered into or substantially negotiated during the Term.

"Field" means the music and entertainment industry in all its branches throughout the Territory, including [additional fields to be specified].

"Gross Earnings" has the meaning given in the section of this Agreement entitled Gross Earnings, Permitted Deductions and Excluded Income.

"Key Person" means [Name of Key Person], or any replacement approved in writing by the Artist in accordance with this Agreement.

"Net Earnings" means Gross Earnings less the Permitted Deductions, calculated as provided in this Agreement.

"Party" means the Artist or the Manager, and "Parties" means both of them.

"Term" means the Initial Term as defined in the section of this Agreement entitled Term.

"Territory" means [Territory], or, if so specified, the entire world.

"Post-Term Period" means the period following expiry or termination of this Agreement during which the Manager may be entitled to Post-Term Commission, as set out in this Agreement.

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. The words "including" and "includes" mean "including without limitation". References to a "section" or "clause" are to sections and clauses of this Agreement. References to writing include email, except for notices of breach or termination, which must comply with the notice provisions of this Agreement.

Where this Agreement is ambiguous, no presumption shall operate against either Party by reason of authorship. Where any provision conflicts with the Artist's reserved rights under this Agreement, the reserved rights prevail.

The Artist hereby appoints the Manager, and the Manager hereby accepts appointment, as the Artist's personal manager in the Field in the Territory, on an [exclusive / non-exclusive] basis, for the Term and subject to the terms of this Agreement.

The Manager's engagement is limited to personal management services of an advisory, representational and administrative nature in connection with the Artist Services, as more particularly described in the section of this Agreement entitled Duties and Obligations of the Manager, and to such additional services as the Parties may agree in writing from time to time.

The Manager is appointed solely as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship with authority to bind the Artist, except to the limited extent expressly authorized in writing by the Artist for a specific matter and period.

The Manager is not engaged or authorized to act as a booking agent, attorney, accountant, financial adviser, publisher, record label or employment agency. The Manager shall not procure employment for the Artist in any manner that would require a license or registration unless the Manager holds the same and the Artist has consented in writing. The Artist may engage licensed agents, attorneys, accountants and business managers of the Artist's choosing.

The Manager has no authority to sign, execute, amend, extend, waive rights under or terminate any contract on behalf of the Artist, to incur any obligation on the Artist's behalf, or to hold itself out as having such authority.

Nothing in this Agreement restricts the Artist from creating, performing, recording or exploiting works, or from engaging other professionals, in any field in which the Manager is not engaged, or, if the appointment is non-exclusive, in the Field.

The Manager acknowledges that it is not guaranteed any minimum level of engagements or earnings, and that the Artist is under no obligation to accept any Engagement.

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with its terms, continues for a fixed period of [number] years (the "Initial Term"), expiring automatically at the end of the Initial Term.

This Agreement shall not renew automatically, whether by conduct, by continued performance of services, by the payment or acceptance of commission, or otherwise. No extension of the Term shall be effective unless set out in a written instrument expressly referring to this clause and signed by both Parties.

Any extension shall be at the sole discretion of the Artist, who shall have no obligation to negotiate, offer or accept an extension. The Manager acknowledges that no promise or expectation of renewal has been given.

If the Parties agree to an extension, the terms of this Agreement shall apply during the extension period except as expressly modified in the extension instrument.

The Term shall not be extended or tolled by reason of any period during which the Manager fails to perform, the Key Person is unavailable, or the Artist is inactive, unless the Artist agrees otherwise in writing.

Expiry of the Term shall not affect any right or obligation accrued before expiry, nor any provision intended to survive, including the Manager's entitlement, if any, to Post-Term Commission.

The Manager shall, throughout the Term, diligently, faithfully and to the best of its skill and ability advise, counsel and represent the Artist in the Field, and shall devote such time and resources as are reasonably necessary to perform its obligations to a professional standard consistent with that of leading managers in the music industry.

The Manager shall in particular: advise on the development and strategy of the Artist's career; identify, evaluate and present Engagement opportunities; assist in negotiations of Engagements, subject always to the Artist's approvals; coordinate with the Artist's record label, publisher, agents, attorneys, accountants, promoters and other professionals; and supervise promotion, marketing and publicity efforts.

The Manager shall keep the Artist fully and promptly informed of all material offers, proposals, negotiations, disputes and developments relating to the Artist's career, and shall provide copies of all material documents and correspondence within [number] Business Days of receipt or dispatch.

The Manager shall maintain adequate staff, office facilities and communications to perform its obligations, and shall be reasonably available to the Artist during normal business hours and at other times as reasonably necessary for urgent matters.

The Manager shall comply with all laws, regulations and industry codes applicable to its activities, and shall maintain all licenses, registrations and insurance required for its performance, including professional liability insurance in an amount not less than [amount], evidence of which shall be provided to the Artist upon request.

The Manager shall promptly notify the Artist in writing of any matter that may adversely affect its ability to perform its obligations, including any change of control of the Manager, any insolvency event, any litigation threatened or commenced against it, and any change affecting the Key Person.

The Manager shall follow the lawful and reasonable instructions of the Artist, and shall not act contrary to the Artist's expressed wishes with respect to the Artist's creative, artistic, image-related and personal decisions.

The Manager represents and warrants that the Key Person is a principal, officer or senior employee of the Manager and that the Artist has entered into this Agreement in reliance on the Key Person's personal skill, experience, relationships and involvement.

The Manager shall cause the Key Person to personally and actively render management services to the Artist throughout the Term, including by serving as the Artist's primary point of contact, attending key meetings, negotiations and performances as reasonably required, and devoting not less than [percentage or hours] of working time to the Artist's affairs.

The Manager shall give the Artist written notice within [number] Business Days if the Key Person dies, becomes incapacitated, ceases to be employed by or associated with the Manager, ceases to be personally involved as required by this Agreement, or gives notice of intention to do so (each a "Key Person Event").

Upon a Key Person Event, or if the Key Person fails to render services as required for a period exceeding [number] consecutive days or [number] days in aggregate in any 12-month period, the Artist may, by written notice to the Manager given at any time within [number] days after the Artist becomes aware of such event, terminate this Agreement with immediate effect or on such later date as the Artist specifies, without liability to the Manager other than as provided in this Agreement.

Pending the Artist's election, the Manager shall propose a replacement of comparable experience. No replacement shall serve as Key Person unless approved in writing by the Artist in the Artist's sole discretion, and the Artist's failure to approve or its delay in responding shall not constitute a waiver of the right to terminate.

The Artist's right under this section is in addition to, and not in substitution for, any other right of termination, and shall not be affected by any prior waiver or by the Artist's continued dealings with the Manager.

Notwithstanding any other provision of this Agreement, the Manager shall not, without the prior written approval of the Artist, which may be withheld in the Artist's sole discretion, enter into, sign, extend, amend or terminate any Engagement or commitment on behalf of the Artist.

The Artist retains final and exclusive authority over all artistic, creative, musical, image, personal, moral and public-presentation matters, including the selection, recording, release and performance of material, the use of the Artist's name, voice and likeness, and the Artist's schedule and availability.

The Artist's prior written approval is required for: any recording, publishing, distribution, merchandising, sponsorship, endorsement or licensing agreement; any engagement exceeding [amount] in value or [number] months in duration; any grant of rights in the Artist's master recordings, compositions or intellectual property; and any commitment that would bind the Artist beyond the Term.

The Manager shall not borrow money, incur indebtedness or grant any security on behalf of the Artist, and shall not make any commitment on behalf of the Artist which exceeds [amount] without the Artist's prior written approval.

The Artist retains all right, title and interest in and to the Artist's name, trademarks, recordings, compositions, works and all other intellectual property, and nothing in this Agreement transfers or licenses any such rights to the Manager other than the limited use permitted under this Agreement.

The Artist is entitled to engage, at the Artist's own election, independent legal counsel, accountants and other advisers, and the Manager shall cooperate with them. The Manager shall not receive any fee or benefit from any such adviser, nor from any counterparty, in connection with any Engagement.

Any approval given by the Artist applies only to the specific matter approved. Failure to respond to a request for approval is not deemed approval.

In consideration of the services rendered, the Artist shall pay to the Manager a commission equal to [percentage] percent of Net Earnings received by or credited to the Artist or on the Artist's behalf during the Term (the "Commission"), subject to the terms of this Agreement.

The Commission is calculated solely on Net Earnings. The Manager shall have no entitlement to any percentage of Gross Earnings, nor to any amount that constitutes a Permitted Deduction or Excluded Income.

The Commission accrues and is payable only on Net Earnings actually received in cleared funds by or on behalf of the Artist, and not on amounts that are merely contracted, accrued, advanced but unrecouped, or owed but unpaid. Commission on advances is payable only when and to the extent the advance is earned or is non-returnable.

The aggregate Commission payable shall not exceed [percentage] percent of Net Earnings in any contract year, and where more than one person is entitled to a management, agency or similar commission in respect of the same earnings, the Manager's Commission shall be reduced so that the total of all such commissions does not exceed [percentage] percent of such earnings.

The Manager shall not be entitled to any commission, fee, mark-up or other remuneration from any third party in connection with the Artist or any Engagement, and shall not accept any such amount. Any amount so received shall be held on trust for, and paid forthwith to, the Artist.

The Commission is inclusive of all fees for the Manager's services and of the Manager's overhead, and no additional fee shall be payable except as expressly agreed in writing by the Artist.

Each payment of Commission is subject to the Artist's right to withhold amounts in good faith dispute and to any applicable tax withholding, and the Manager is solely responsible for its own taxes.

"Gross Earnings" means all monies and other consideration actually received by or on behalf of the Artist during the Term as a direct result of the Artist's services in the Field under any Engagement, including fees, royalties, advances and bonuses, before any deduction.

"Permitted Deductions" means only the following, to the extent actually paid and properly documented: costs of recording, production, manufacturing and video production borne by the Artist; third-party commissions and fees of agents, attorneys, accountants and business managers; touring and production costs and tour support borne by the Artist; sums paid to band members, session players, crew and other personnel; taxes withheld at source and sales, value-added or similar transaction taxes; and recoupable advances repaid to a counterparty.

The following are excluded from Gross Earnings and shall not bear Commission (the "Excluded Income"): income derived from Engagements entered into before the Effective Date; monies received as reimbursement of costs or expenses; funds earmarked for third-party costs; loans and investments; insurance proceeds; grants and awards; gifts; income from the Artist's activities outside the Field; and proceeds from the sale of the Artist's master recordings, catalogs, copyrights or other capital assets, unless otherwise agreed in writing.

Net Earnings shall be calculated by deducting the Permitted Deductions from Gross Earnings on an Engagement-by-Engagement basis, and where the Permitted Deductions exceed the Gross Earnings of an Engagement, the excess may be carried forward and applied against future Gross Earnings of the same Engagement, but not set off against other Engagements unless the Artist so agrees.

Where earnings are received in a currency other than [Currency], they shall be converted at the actual rate at which the Artist receives them in [Currency]. Where the Artist is paid non-cash consideration, the Commission shall be calculated on its fair market value only upon the Artist's realization of that value in cash.

No Commission is payable on any amount refunded, returned, charged back or otherwise repaid by the Artist, and any Commission previously paid thereon shall be refunded to the Artist or set off against future Commission.

The Artist shall provide a statement of calculation of Net Earnings with each payment of Commission, and the Manager shall be entitled to question the same only in accordance with the accounting provisions of this Agreement.

Following expiry or termination of this Agreement for any reason, the Manager shall be entitled to Commission only in respect of Engagements that were entered into by the Artist during the Term, and only to the extent that such Engagement was substantially procured or negotiated by the Manager (the "Post-Term Commission").

Post-Term Commission shall be calculated on Net Earnings received by the Artist after the end of the Term from such Engagements at the rate of [percentage] percent, being a rate that shall not exceed the Commission rate and shall decrease as follows: [percentage] percent in the first [number] months after the Term, [percentage] percent in the following [number] months, and [percentage] percent thereafter.

No Post-Term Commission is payable on: any Engagement entered into, renewed, extended, renegotiated or replaced after the end of the Term; any option exercised or additional album or work delivered after the Term under an Engagement unless the Manager's entitlement was expressly stated in this Agreement; or any earnings under any Engagement entered into during the Term but not substantially procured or negotiated by the Manager.

The Manager's entitlement to Post-Term Commission shall cease with respect to each Engagement upon the earliest of: [number] years after the end of the Term; the expiration or termination of the Engagement; and the Manager's material breach of this Agreement or the Manager's confidentiality or fiduciary obligations.

If this Agreement is terminated by the Artist for the Manager's material breach, fraud, wilful misconduct, gross negligence, insolvency or a Key Person Event, the Post-Term Commission shall be reduced to [percentage] percent of the rates stated above or, in the case of fraud, wilful misconduct or gross negligence, shall not be payable.

The Post-Term Commission is subject to the same definitions, deductions, exclusions, caps and accounting provisions as the Commission, and constitutes the Manager's sole and exclusive entitlement in respect of the period following the Term.

The Manager shall not claim any commission, fee, damages or compensation in respect of any activity of the Artist after the Term other than as stated in this section, and waives any claim in quantum meruit or on any other basis.

The Manager shall bear its own overhead and general operating costs, including rent, salaries, staff, office equipment, telephone, internet, ordinary postage, local travel, accounting and legal fees incurred for its own benefit, and the Manager's costs of the Key Person.

The Manager may incur, on the Artist's behalf, only those out-of-pocket expenses that are reasonable, directly related to the Artist's career, and approved in advance in writing by the Artist where any single item exceeds [amount] or the aggregate in any month exceeds [amount] (the "Reimbursable Expenses").

Reimbursable Expenses may include third-party costs of travel, accommodation and subsistence for the Manager outside [home city], where incurred on the Artist's business with the Artist's prior approval, and the costs of photography, promotion and publicity authorized by the Artist.

The Manager shall submit itemized claims for Reimbursable Expenses monthly in arrears together with receipts and supporting documentation, and the Artist shall pay approved claims within [number] days of receipt. Claims submitted more than [number] months after the expense was incurred are not reimbursable.

Reimbursable Expenses shall be reimbursed at cost, without mark-up, and shall not be included in Gross Earnings or subject to Commission. The Manager shall pass on any discounts, rebates or credits obtained.

The Manager shall not advance any loan to the Artist or charge interest on any sum. Any loan or advance made by the Manager is subject to the Artist's prior written agreement and shall be repaid only from Net Earnings in the manner agreed.

The Artist may dispute any expense which is not approved, which is not properly documented or which is unrelated to the Artist's career, and the Artist shall have no liability for any such expense.

All Gross Earnings shall be paid directly to the Artist, or to a bank account in the Artist's name or under the Artist's control, and not to the Manager. The Manager shall direct all counterparties accordingly, and shall have no authority to collect, receive or hold funds on the Artist's behalf, except as the Artist may expressly agree in writing for a specified purpose.

If the Manager receives any monies due to the Artist, the Manager shall hold them in trust for the Artist in a segregated account, shall not commingle them with its own funds, and shall remit them to the Artist within [number] Business Days of receipt, together with a written statement of the source and amount.

The Artist shall pay Commission to the Manager within [number] days after the end of each [calendar quarter / month] in respect of Net Earnings received during that period, accompanied by a statement of Gross Earnings, Permitted Deductions and Net Earnings in reasonable detail.

The Manager shall keep complete, accurate and up-to-date books and records relating to its dealings under this Agreement, including all Expenses, communications with counterparties and any monies received, for at least [number] years after the end of the Term.

The Artist or the Artist's representatives may, on [number] Business Days' notice and at any time during the Term and for [number] years afterwards, inspect, audit and copy the Manager's books and records relating to this Agreement. If the audit reveals an underpayment to the Artist or an overcharge of more than [percentage] percent, the Manager shall bear the reasonable costs of the audit and pay any amount due with interest at [rate] per annum.

The Manager shall be entitled, at its own cost and on reasonable notice not more than once per [12-month period], to examine the Artist's records solely to the extent necessary to verify the calculation of Commission, through an independent accountant bound by confidentiality. Any objection to a statement shall be made in writing within [number] months of its receipt, failing which the statement shall be binding, save in cases of manifest error or fraud.

The Artist may set off against any amount due to the Manager any amount owing by the Manager to the Artist under this Agreement.

The Manager represents, warrants and covenants that it has full power and authority to enter into and perform this Agreement; that doing so does not breach any other agreement or obligation to which it is subject; and that it has not been party to any insolvency or disciplinary proceeding or convicted of any offense of dishonesty that has not been disclosed in writing to the Artist.

The Manager represents, warrants and covenants that it holds, and shall maintain throughout the Term, all licenses, permits and registrations required to carry on its business and to perform its obligations under this Agreement, and that it shall comply with all applicable laws, including those relating to anti-corruption, sanctions, data protection, taxation and employment.

The Manager represents and warrants that it has disclosed to the Artist in writing all existing and potential conflicts and all other artists, clients or ventures that may compete with or affect its services under this Agreement, and covenants to update such disclosure promptly whenever circumstances change.

The Manager shall not, without the Artist's prior written consent, assign, delegate or subcontract any of its obligations. Any permitted subcontractor shall be bound in writing by obligations equivalent to those of the Manager, and the Manager shall remain fully liable for their acts and omissions.

The Artist represents and warrants that it has full power and authority to enter into this Agreement and that it is not subject to any existing management agreement that would conflict with the Manager's exclusive appointment, except as disclosed to the Manager in writing before the Effective Date.

The Artist makes no representation or warranty as to the level of income or success of the Artist's career, and nothing in this Agreement imposes any obligation on the Artist to perform or to create any particular work.

All representations and warranties are given as of the Effective Date and are deemed repeated on each date on which the Manager submits a claim for Commission or Expenses.

The Manager acknowledges that it stands in a fiduciary relationship to the Artist and owes duties of loyalty, good faith, candor and care in all matters arising under or relating to this Agreement, and that it shall act at all times in the best interests of the Artist.

The Manager shall not, during the Term, represent, manage or promote any other artist or enterprise whose interests conflict or are reasonably likely to conflict with those of the Artist, including any artist in the same genre and at a comparable stage of career, without the Artist's prior written informed consent.

The Manager shall not, without the Artist's prior written informed consent and full disclosure, have any financial or beneficial interest, directly or indirectly, in any person with whom the Artist enters into an Engagement, including any record label, publisher, promoter, agency or merchandiser, and shall not act on behalf of both the Artist and any such person in the same transaction.

The Manager shall not receive any secret profit, commission, kickback, gift or advantage in connection with its services. The Manager shall promptly disclose in writing any benefit offered or received, and shall account to the Artist for the same.

The Manager shall not purchase, acquire or exploit, for itself or any Affiliate, any rights in the Artist's works, recordings or intellectual property, nor take any opportunity in the Field that comes to its attention by virtue of its role, without the Artist's prior written consent.

Where a conflict of interest arises or is reasonably likely to arise, the Manager shall promptly notify the Artist in writing and shall take such steps as the Artist reasonably requests to resolve it, and the Artist may require the Manager to cease acting in relation to the affected matter. The Artist's consent to any conflict is effective only if given in writing after full disclosure of all material facts.

The Artist shall be entitled to seek independent legal advice in any matter in which the Manager's interests conflict with the Artist's, and the Manager shall not be entitled to act for the Artist in such a matter.

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it only for the purposes of this Agreement, and shall not disclose it to any third party except to its professional advisers, employees and permitted subcontractors who need to know it and are bound by equivalent obligations of confidentiality.

The obligations in this section do not apply to information that is or becomes public other than through breach of this Agreement, was lawfully known to the recipient before disclosure, is independently developed by the recipient, or is lawfully received from a third party without restriction. Disclosure that is required by law, regulation or court order is permitted to the extent required, provided the recipient gives prompt notice to the disclosing Party where lawful.

The Manager shall not issue any press release, public statement, or social media communication about the Artist, this Agreement or the Artist's affairs without the Artist's prior written approval, which the Artist may withhold in its sole discretion.

The Artist grants to the Manager a limited, non-exclusive, non-transferable, revocable, royalty-free license during the Term to use the Artist's name, approved likeness, biography and trademarks solely to perform its services under this Agreement, in the form and manner approved in advance by the Artist, and for no other purpose.

The Manager shall not use the Artist's name, voice, likeness or trademarks in any manner that suggests endorsement of the Manager's other business, in connection with any other client, or for the Manager's own promotion or advertising, without the Artist's prior written consent in each case.

All goodwill arising from the use of the Artist's name and likeness inures solely to the Artist. Upon expiry or termination, the Manager shall immediately cease all use of the Artist's name, likeness and trademarks, other than a factual statement of its former role as approved by the Artist.

The Manager shall protect all personal data relating to the Artist, the Artist's family and personnel with appropriate technical and organizational measures, and shall process such data solely to perform its obligations. The obligations in this section survive for [number] years after the end of the Term, and indefinitely in respect of personal data and unreleased creative works.

The Artist may terminate this Agreement at any time upon [number] days' written notice to the Manager, without cause, in the Artist's sole discretion.

The Artist may terminate this Agreement immediately by written notice if: the Manager commits a material breach that is incapable of remedy or, if capable of remedy, is not remedied within [number] days after written notice; the Manager breaches its confidentiality, conflict of interest or fiduciary obligations; the Manager engages in fraud, dishonesty, wilful misconduct or gross negligence; or the Manager receives or withholds monies belonging to the Artist.

The Artist may terminate this Agreement immediately by written notice upon the occurrence of a Key Person Event, as provided in the section of this Agreement entitled Key-Person Undertaking.

The Artist may terminate this Agreement immediately by written notice if the Manager becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, administrator or liquidator appointed, ceases or threatens to cease business, undergoes a change of control without the Artist's consent, or loses any license or registration required for the performance of its services.

The Artist may terminate this Agreement immediately by written notice if the Manager is convicted of, or charged with, a criminal offense, or engages in conduct that in the Artist's reasonable opinion brings, or is likely to bring, the Artist or the Artist's reputation into disrepute.

The Manager may terminate this Agreement only if the Artist fails to pay an undisputed amount of Commission when due and does not remedy that failure within [number] days after receiving written notice from the Manager specifying the failure and stating the Manager's intention to terminate.

Termination under this section is without prejudice to any right or remedy accrued before termination.

Upon expiry or termination for any reason, the Manager shall immediately cease to hold itself out as the Artist's manager, shall cease all activity on the Artist's behalf, and shall not take any action that may bind the Artist or commit it to any obligation.

Within [number] Business Days of the date of expiry or termination, the Manager shall deliver to the Artist, at no cost, all contracts, files, correspondence, contact lists, passwords, data, funds, materials and other property belonging to or relating to the Artist, in whatever form, and shall retain no copies except as required by law.

The Manager shall provide a full and final account of all monies received and expenses incurred through the date of termination within [number] days, and shall pay all monies owing to the Artist, with interest at [rate] per annum on any overdue amounts.

The Artist shall pay to the Manager all undisputed Commission accrued to the date of termination, and Post-Term Commission to the extent provided in this Agreement, subject to the Artist's rights of set-off and deduction, and no other compensation of any kind shall be payable by reason of termination.

The Manager shall cooperate in good faith with the Artist and any successor manager to ensure an orderly transition, including by providing information about pending Engagements and negotiations, and shall not interfere with the Artist's relationship with any third party.

The Manager shall not be entitled to any compensation, damages, goodwill payment, severance or indemnity upon termination or expiry, and waives all such claims to the extent permitted by law.

The provisions that by their nature are intended to survive, including those concerning Post-Term Commission, accounting, audit, confidentiality, fiduciary duties, indemnification, limitation of liability and dispute resolution, shall survive expiry or termination.

The Manager shall indemnify, defend and hold harmless the Artist, its Affiliates, and their respective officers, members, employees and representatives from and against all losses, liabilities, damages, claims, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with: the Manager's breach of this Agreement; the Manager's negligence, fraud, wilful misconduct or breach of fiduciary duty; any unauthorized act or commitment by the Manager; any claim by a third party relating to the Manager's acts or omissions; and any breach of law by the Manager.

The Artist shall indemnify the Manager against third-party claims arising solely from the Artist's material breach of the Artist's representations and warranties in this Agreement, provided that the Manager has complied with its obligations and gives prompt notice and cooperation, and the Artist's liability under this clause shall not exceed the aggregate Commission actually paid to the Manager in the [12] months preceding the claim.

The Artist's aggregate liability to the Manager arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the Commission actually paid or payable to the Manager in the [12] months preceding the event giving rise to liability.

In no event shall the Artist be liable to the Manager for any indirect, consequential, special, punitive or exemplary damages, or for any loss of profit, opportunity, goodwill or anticipated earnings, however arising.

Nothing in this Agreement limits or excludes the Manager's liability for fraud, wilful misconduct, gross negligence, breach of fiduciary duty, breach of confidentiality, misappropriation of the Artist's funds or intellectual property, or any liability that cannot lawfully be limited.

The indemnified Party shall give prompt notice of any third-party claim and shall allow the indemnifying Party to control the defense, provided that the Artist may in all cases retain its own counsel at the Manager's cost where a conflict of interest exists, and the Manager shall not settle any claim in a manner that imposes any obligation or admission on the Artist without the Artist's written consent.

The Manager shall maintain the insurance required by this Agreement, and the existence of insurance shall not limit the Manager's liability.

This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation between senior representatives, commencing upon written notice of the dispute. If the dispute is not resolved within [number] days of such notice, either Party may refer it to mediation administered by [Mediation Institution] in [City].

If the dispute is not resolved by mediation within [number] days of the commencement of mediation, it shall be finally resolved by [binding arbitration administered by [Arbitration Institution] under its rules in force at the time / the courts of [Jurisdiction]], which shall have [exclusive] jurisdiction.

If arbitration applies, the tribunal shall consist of [one / three] arbitrator(s) with experience in the music and entertainment industry, the seat shall be [City], the language shall be English, and the award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.

Nothing in this section prevents either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction, and the Manager acknowledges that a breach of its confidentiality, fiduciary or name and likeness obligations may cause irreparable harm to the Artist for which damages would be an inadequate remedy.

The prevailing Party in any dispute shall be entitled to recover its reasonable costs, including attorneys' fees, from the other Party, as determined by the tribunal or court.

Any notice under this Agreement shall be in writing and delivered by hand, courier or email with confirmation to the addresses set out in the signature section of this Agreement, or to such other address as a Party may notify, and shall be deemed received upon delivery or, for email, on the next Business Day after transmission.

This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior understandings. It may be amended only in writing signed by both Parties, and if any provision is held invalid or unenforceable, the remainder shall continue in full force. No waiver is effective unless in writing, and the Manager may not assign this Agreement without the Artist's prior written consent. This Agreement may be executed in counterparts, including by electronic signature.