THE REPUBLIK CORPORATION
STATE OF NORTH CAROLINA
DURHAM COUNTY
TALENT AGREEMENT

PARTIES:
(1) Agency: THE REPUBLIK Corporation, a Delaware corporation with its principal office in Durham, NC
(2) Talent: _____________________________ (you)

This Talent Agreement (“Agreement”) shall be kept confidential. Because Talent and Agency will benefit from the Use of Talent’s performance, and for good and other valuable consideration, which the parties acknowledge is sufficient, the parties agree as follows:
Retention of Services: Talent accepts retention of Talent’s services under the terms of this Agreement.
 Capacities and Duties: Talent agrees to furnish services as:
(Description of Service): Providing Still Photos of Boating Experiences
To appear in (Description of Event): Triumph Boat Brochure and Advertising
Located at: Various coastal communities and waterways.
Interaction With Clients: During or subsequent to performance of this agreement, Talent may be tempted to ask Agency’s clients for Work, or Agency clients may ask Talent to work for them. Talent shall not solicit or influence Agency’s clients to perform services for them at any time during the term of this Agreement and for a period of one (1) year after termination of this agreement, unless Agency provides Talent with prior written approval. Agency reserves the right to terminate this contract immediately if Agency discovers that Talent has violated this provision. If Agency elects to terminate this agreement as a result of Talent’s breach, Talent must indemnify Agency for any expenses in contracting new personnel, including advertising expenses, rehearsals, travel expenses, and other fees and expenses associated with recruiting and acquiring like personnel to perform like services under this Agreement.
Confidentiality: Talent shall not directly disclose or use at any time, either during or subsequent to the performance of this Agreement, any information about or relating to the Client or the work performed for Agency or the Client. Talent must return a list of all clients and/or address information to Agency immediately upon termination of this Agreement.   All work product resulting from this Agreement is the property of Agency and must be returned to Agency immediately upon termination of this Agreement.

Talent agrees that Talent will not make any copies, summaries, extracts, or otherwise appropriate any information from any books, records, or client lists of Agency except with written authorization from Agency.

Irreparable injury to the client relationships, trade secrets and other interests of Agency will
inevitably occur in the event of a breach of the terms of this Agreement by Talent. In the event of such a breach, Talent shall forfeit any right to accrued and unpaid compensation, or expense reimbursement. Agency shall further be entitled to other remedies for damages available, and without proof of monetary or immediate damage, to an injunction to restrain the future harmful actions by Talent and any and person acting on Talent’s behalf.

Warranties of Agency: Agency warrants as follows:

(1) Agency has full right and power to enter into and fully perform this Agreement;
(2) Agency will pay all amounts due in a timely manner; and
(3) Agency will file IRS form 1099 and mail to Talent’s address as provided above;

Warranties of Talent: Talent (and the signatory of this Agreement, if any) represents and warrants:

(1) that Talent (and the signatory of this Agreement, if any) is fully authorized to enter into this Agreement and to grant all rights in this Agreement without any liability to Agency or any other person or company from whom the rights are obtained;

(2) Talent (and the signatory of this Agreement, if any) is solely responsible to pay all Talent’s own employee, FICA, SDI, and Unemployment Taxes, and related vacation and/or sick pay compensation; Talent shall also be responsible for Talent’s own health and disability insurance, life Insurance, workers’ compensation insurance, and all other pertinent insurance coverage. The Subagency, if any, shall provide proof of workers’ compensation insurance coverage, which shall be attached to all copies of this Agreement.

(3) Talent is at least eighteen-years-old on the date this Agreement is executed. If Talent is less than eighteen-years-old, Talent’s legal guardian must also sign this Agreement.

Indemnification: Talent (and the signatory of this Agreement, if any) must indemnify and hold Agency harmless for all costs and judgments, including reasonable attorneys’ fees, with respect to any third-party claim related to or resulting from a breach of this Agreement and Talent’s (and the signatory of this Agreement, if any) representations, warranties and covenants contained within this Agreement (collectively a “Claim”). Artist (and the signatory of this Agreement, if any) shall cooperate fully with Agency in the defense of any Claim. If, in Talent’s reasonable judgment, settlement of a Claim is appropriate, Agency shall be authorized to make such a settlement, and the indemnity shall attach. The indemnified party shall have the right to counsel of its choosing and to handle the defense of the Claim.

Severability: If any of the terms of this Agreement are held to be partially or wholly invalid or unenforceable for any reason, these deficiencies shall not affect, alter, modify or impair in any manner, any of the other terms, or the remaining portion of any tern, held to be partially invalid or unenforceable.

Waiver: No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or any party against whom charged. No waiver by either party of any breach or default of this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default.

Entire Agreement: This Agreement constitutes the entire agreement between the parties, and contains all of the agreements between the parties with respect to the subject matter hereof; this Agreement supersedes any and all other agreements with oral or in writing, among the parties hereto with respect to
the subject matter hereof.

Modification: Changes or modifications to this Agreement shall be valid only if in writing and signed by Agency and Talent.

Merger: The Agreement contains the entire understanding of the parties with respect to the subject matter of the Agreement, and supersedes any and all prior agreements with respect to any Performances after the date of this Agreement; it may not be changed or modified except in writing signed by both Talent and Agency.
Forum Selection: This Agreement shall be construed, governed, and enforced by and in accordance with the internal laws of the State of North Carolina. Talent expressly consents to jurisdiction in the State of North Carolina should litigation arise between Talent and Agency.

Talent is Independent Contractor: No party to this Agreement shall represent itself to be the agent, employee, franchisee, franchiser, joint venture, officer or partner of the other party and nothing in this Agreement shall be construed to place the parties in the relationship of principal and agent, employer and employee, or partners or joint venture and it is agreed that no such relationship exists.

Grant of Rights: Talent grants to Agency a non-exclusive, irrevocable, perpetual, worldwide license to use the Material immediately upon its creation, whether the Material consists of literary, dramatic, musical, television, motion picture, mechanical or any characterizations, plots, dialogue, adaptations, sequences, products or compositions of any sort or kind.

Talent hereby grants to Agency, its licensees and assignees a non-exclusive, irrevocable, perpetual, worldwide license to use Talent’s name, approved likeness and/or biography in connection with the advertising, promotion or other exploitation of the Material, without restriction of any kind, in any manner and in any media and in connection with any product, service or commodity connected with the Material.

Talent grants to Agency the non-exclusive, irrevocable, perpetual, worldwide right to print, reproduce, copy, record, broadcast and otherwise present to the public Talent’s performance or Material completed under this Agreement. Talent grants to Agency the nonexclusive (i) mechanical and synchronization licenses for musical compositions, voice recordings, animation, or other work created by Talent and embodied in the work product, and (ii) all licenses and consents necessary to implement this Agreement and the Use contemplated by it, including, without limitation, those required by all applicable United States copyright laws, the copyright laws of other countries, and international copyright accords.

All rights vested in and/or granted to Agency under this Agreement are irrevocable and without rights of rescission by Talent under any circumstances, and the sole remedy in the event of any claim against Agency arising out of or in connection with this Agreement shall be an action at law for damages. The termination of this Agreement on whatever grounds and by whomever affected shall not affect nor impair Agency’s rights to use the Material, or any other results, proceeds or benefits or services rendered by Talent.

Professional and Workmanlike Manner: Talent agrees to render all services generally and customarily performed in similar capacities in a professional and workmanlike manner and in accordance with specifications furnished by Agency. Talent shall promptly comply with all instructions, directions, requests, rules and regulations of Agency in connections with services to be performed by Talent under this Agreement.

Incapacity: If Talent at any time fails or is unable to perform services under this Agreement because of physical illness, mental incapacity or any other reason beyond Agency’s control, no fee will be payable to Talent pursuant to the compensation provisions of this Agreement so long as Talent remains incapable of performing services as required by this Agreement.

Miscellaneous: This Agreement is to be construed under the laws of the State of North Carolina and the laws of the United States. This Agreement constitutes the entire agreement between the parties relating to the Work and supercedes all prior and contemporaneous agreements related to the Work. This Agreement may be modified only by mutual written agreement of authorized representatives of the parties.

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

Talent acknowledges that Talent is years of age or older and possesses every legal right to enter into this agreement. If Talent is under 18 years of age, Talent must get legal guardian or parents approval.

AS TALENT or PARENT/ LEGAL GUARDIAN of TALENT, I understand, acknowledge and consent to all of the terms of this Agreement and execute this document accordingly.