Common use of Various Clause in Contracts

Various. a) Nothing in this Agreement shall be deemed to be a partnership or joint venture or contract of employment between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you are responsible for your own insurance arrangements in all respects. b) You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect of any breach of your warranties, undertakings, representations and agreements c) The Agent will not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party. d) The construction, validity and effect of this Agreement shall be governed by the laws of England and the courts in London shall have exclusive jurisdiction. Notwithstanding the foregoing, the Agent may elect to bring proceedings in any country for the purposes of enforcing its rights in such country. e) This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into this Agreement set as set out herein. f) No variation of this Agreement shall be deemed binding until reduced to writing and signed by all parties hereto. g) If any part of this Agreement (including without limitation, any clause and/or part thereof) shall be deemed unenforceable, void, or voidable by a court of competent jurisdiction, the remainder hereof shall remain in full and binding effect. h) No rights are conferred on any party under this Agreement who is not a direct contractual party hereto by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director of Closer Talent Management Ltd) i) You warrant you are at least eighteen (18) years old j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner k) Locations and dates and times of engagements may be changed if any customer so requests, but you would be notified in reasonable time. l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your name, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will be entitled to use the same in accordance with Agreement free of all claims and encumbrances m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time. n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time o) It is accepted that parties hereto have opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision shall also include without limitation any agreement (mutatis mutandis) between the Agent and any third-party agent relating to the Activities. It is fully understood that Agent does not operate as an employment agency p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement q) The Agent may assign this Agreement to a third party. r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled to enter into mother/sub agency type agreements for your services (for the whole/and or any party of the Territory) and/or to licence out its rights (by way of example only) s) References to the feminine shall include the masculine gender as well t) If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein) u) You accept that the entertainment industry is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss of earnings/loss of opportunity v) The Agent shall not be responsible if any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic (such as Covid 19) power cut, civil unrest, act of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance of its obligations herein save that no such event shall last for more than six (6) months (and 12 months in the case of a epidemic or pandemic). w) If you are unable to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your services. x) The Agent assumes no liability for your breach of contract and/or for anything you do and/or omit to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third party. y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer. z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.

Various. a) Nothing in this Agreement shall be deemed to be a partnership or joint venture or contract of employment between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you are responsible for your own insurance arrangements in all respects. b) You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect of any breach of your warranties, undertakings, representations and agreements c) The Agent will not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party. d) The construction, validity and effect of this Agreement shall be governed by the laws of England and the courts in London shall have exclusive jurisdiction. Notwithstanding the foregoing, the Agent may elect to bring proceedings in any country for the purposes of enforcing its rights in such country. e) This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into this Agreement set as set out herein. f) No variation of this Agreement shall be deemed binding until reduced to writing and signed by all parties hereto. g) If any part of this Agreement (including without limitation, any clause and/or part thereof) shall be deemed unenforceable, void, or voidable by a court of competent jurisdiction, the remainder hereof shall remain in full and binding effect. h) No rights are conferred on any party under this Agreement who is not a direct contractual party hereto by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director the directors of Closer Talent Management Ltd) i) You warrant you are at least eighteen (18) years old j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner k) Locations and dates and times of engagements may be changed if any customer so requests, but you would be notified in reasonable time. l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your name, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will be entitled to use the same in accordance with Agreement free of all claims and encumbrances m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time. n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time o) It is accepted that parties hereto have opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision shall also include without limitation any agreement (mutatis mutandis) between the Agent and any third-party agent relating to the Activities. It is fully understood that Agent does not operate as an employment agency p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement q) The Agent may assign this Agreement to a third party. r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled to enter into mother/sub agency type agreements for your services (for the whole/and or any party of the Territory) and/or to licence out its rights (by way of example only) s) References to the feminine shall include the masculine gender as well t) If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein) u) You accept that the entertainment industry is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss of earnings/loss of opportunity v) The Agent shall not be responsible if any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic (such as Covid 19) power cut, civil unrest, act of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance of its obligations herein save that no such event shall last for more than six (6) months (and 12 months in the case of a epidemic or pandemic). w) If you are unable to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your services. x) The Agent assumes no liability for your breach of contract and/or for anything you do and/or omit to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third party. y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer. z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.

Various. a) Nothing in this Agreement shall be deemed to be a partnership or joint venture or contract of employment between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you are responsible for your own insurance arrangements in all respects. b) . You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect of any breach of your warranties, undertakings, representations and agreements c) agreements The Agent will not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party. d) . The construction, validity and effect of this Agreement shall be governed by the laws of England and the courts in London shall have exclusive jurisdiction. Notwithstanding the foregoing, the Agent may elect to bring proceedings in any country for the purposes of enforcing its rights in such country. e) . This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into this Agreement set as set out herein. f) . No variation of this Agreement shall be deemed binding until reduced to writing and signed by all parties hereto. g) . If any part of this Agreement (including without limitation, any clause and/or part thereof) shall be deemed unenforceable, void, or voidable by a court of competent jurisdiction, the remainder hereof shall remain in full and binding effect. h) No rights are conferred on any party under this Agreement who is not a direct contractual party hereto by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director of Closer Talent Management Ltd) i) You warrant you are at least eighteen (18) years old j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner k) Locations and dates and times of engagements may be changed if any customer so requests, but you would be notified in reasonable time. l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your name, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will be entitled to use the same in accordance with Agreement free of all claims and encumbrances m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time. n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time o) It is accepted that parties hereto have opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision shall also include without limitation any agreement (mutatis mutandis) between the Agent and any third-party agent relating to the Activities. It is fully understood that Agent does not operate as an employment agency p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement q) The Agent may assign this Agreement to a third party. r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled to enter into mother/sub agency type agreements for your services (for the whole/and or any party of the Territory) and/or to licence out its rights (by way of example only) s) References to the feminine shall include the masculine gender as well t) If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein) u) You accept that the entertainment industry is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss of earnings/loss of opportunity v) The Agent shall not be responsible if any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic (such as Covid 19) power cut, civil unrest, act of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance of its obligations herein save that no such event shall last for more than six (6) months (and 12 months in the case of a epidemic or pandemic). w) If you are unable to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your services. x) The Agent assumes no liability for your breach of contract and/or for anything you do and/or omit to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third party. y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer. z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.

Various. a) Nothing in this 18.1 This Agreement shall be deemed to be a partnership or joint venture or contract of employment constitutes the entire and only agreement between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in Manufacturer and Distributor with respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you its subject matter and there are responsible for your own insurance arrangements in all respects. b) You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect no understandings or representations of any breach of your warrantieskind, undertakingsexpress, representations and agreements c) The Agent will implied, oral, written statutory or otherwise, not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party. d) The construction, validity and effect expressly set forth herein. No alteration or modification of this Agreement shall be governed binding unless in writing and signed by the party to be bound thereby. 18.2 This Agreement is not assignable in whole or in part by Distributor without the express written consent of Manufacturer. 18.3 If Distributor consists of either two or more individuals or partners, each shall execute this Agreement on behalf of Distributor and each individual signing shall be jointly and severally liable to Manufacturer with respect to the obligations of Distributor under this Agreement. 18.4 This Agreement shall be interpreted and enforced in accordance with the laws of the State of Maryland, without reference to principles of conflicts of laws. 18.5 Any controversy or claim arising under or in relation to this Agreement, or the breach thereof, or the relations between Distributor and Manufacturer shall be settled by arbitration by one arbitrator in the City of Baltimore, Maryland administered by the American Arbitration Association under the then applicable General Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided however, that the arbitrator shall be bound by the laws of England the State of Maryland and the courts in London shall have exclusive jurisdictionno power to extend this Agreement beyond its termination date, nor to order reinstatement or other continuation of the parties' relationship after termination, nor to award punitive, consequential, multiple, incidental or any other damages in excess of the economic damages actually sustained by the claimant. Notwithstanding the foregoingIf, and only if, the Agent may elect to bring proceedings arbitrator shall determine that either party's position in arbitration was not maintained in good faith, then the arbitrators shall award the other party a reasonable attorney's fee. Any judgment shall state the basis for the judgment. The choice of law governing any and all questions and issues in any country for the purposes of enforcing its rights in such country. e) This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into way related to this Agreement set Agreement, except as set out herein. f) No variation of this Agreement shall be deemed binding until reduced to writing and signed by all parties hereto. g) If any part of this Agreement (including without limitation, any clause and/or part thereofforth in the above paragraph) shall be deemed unenforceable, void, or voidable by a court the laws of competent jurisdiction, the remainder hereof shall remain in full and binding effectState of Maryland. h) No rights are conferred on any party under this Agreement who is not 18.6 Distributor recognizes that the Products possess a direct contractual party hereto special, unique and extraordinary character which makes difficult the assessment of monetary damages which Manufacturer might sustain by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director of Closer Talent Management Ltd) i) You warrant you are at least eighteen (18) years old j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner k) Locations and dates and times of engagements may be changed if any customer so requests, but you an unauthorized use. Distributor agrees that irreparable injury would be notified in reasonable time. l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your namecaused by Distributor by such unauthorized use, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will injunctive relief would be entitled to use the same in accordance with Agreement free of all claims and encumbrances m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented appropriate in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms event of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time. n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time o) It is accepted that parties hereto have opted out breach of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision loser of said action shall also include without limitation pay any agreement (mutatis mutandis) between and all reasonable costs, expenses, attorney's fees and disbursements incurred by the Agent other party with respect thereto. 18.7 In addition, if after notice to Distributor, Distributor fails to take any action which Distributor is obligated to take hereunder the Manufacturer shall have the right and option, but not the duty, to bring an action for specific performance to compel such action. Each of Manufacturer and Distributor shall pay all of its own costs and expenses incurred in connection with any third-party agent relating action for specific performance under this Section 18.7. This Section 18.7 shall be an exception to the Activities. It is fully understood that Agent does not operate as an employment agencymandatory arbitration provision set forth above. p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement q) 18.8 The Agent may assign failure of a party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered or deemed to be a third party. r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled waiver nor considered or deemed to enter into mother/sub agency type agreements for your services (for the whole/and or any deprive that party of the Territory) and/or right thereafter to licence out its rights (by way insist upon strict adherence to that provision or any other provision of example only)this Agreement. Any waiver must be in writing. s) References 18.9 This Agreement is a complete statement of all agreements among the parties with respect to the feminine shall include the masculine gender as wellsubject matter hereof. Any amendment, modification, alteration, change or waiver must be in writing. t) 18.10 If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein) u) You accept that the entertainment industry provisions of this Agreement is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss reason declared to be invalid or unenforceable, the validity of earnings/loss of opportunity v) The Agent the remaining provisions shall not be responsible if affected thereby. 18.11 The recitals, Schedules and Exhibits are hereby incorporated in this Agreement. Paragraph headings are used solely for convenience and should not be given any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic weight in the interpretation of this Agreement. 18.12 The parties each warrant the following: (such as Covid 191) power cut, civil unrest, act that the delivery of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance this Agreement has been duly authorized by all requisite corporate action of its obligations herein save company; (2) that no such event the execution and delivery of this Agreement does not violate its Articles of Incorporation or By-laws, or any contract or commitment to which it is a party or by which it is bound; and (3) that it is not a party to any suit, action, administrative proceeding, or investigation which, if successful, would have a material, adverse effect on its properties, financial conditions or business.. 18.13 This Agreement's terms and conditions were freely negotiated. Manufacturer drafted the Agreement for the convenience of the parties only. As such, the language shall last for more than six (6) months (and 12 months in be interpreted without regard to any rule, law or presumption requiring the case of a epidemic language to be construed, interpreted or pandemic)applied against Manufacturer. w) If you are unable 18.14 Manufacturer reserves all rights not specifically granted to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your servicesDistributor hereunder. x) 18.15 The Agent assumes no liability for your breach parties hereto represent that they have each consulted with counsel of contract and/or for anything you do and/or omit their own choosing in connection with the negotiation and execution of this agreement or have knowingly chosen not to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third partyso. y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer. z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.

Various. a) Nothing in this Agreement shall be deemed to be a partnership or joint venture or contract of employment between the parties hereto. This Agreement is solely an Agency Agreement under which the Agent will act as your exclusive agent in respect of the Activities. Each party is responsible for their own tax affairs. Save as the Agent notifies you in writing to the contrary on a case by case basis, it is understood you are responsible for your own insurance arrangements in all respects. b) You will indemnify the Agent and its designees on demand from and against all costs, claims, damages, proceedings and liabilities (including without limitation reasonable legal costs on an indemnity basis) howsoever arising in respect of any breach of your warranties, undertakings, representations and agreements c) The Agent will not be liable in any manner for any act and/or omission and/or breach of this Agreement by any client/customer and/or any other third party. d) The construction, validity and effect of this Agreement shall be governed by the laws of England and the courts in London shall have exclusive jurisdiction. Notwithstanding the foregoing, the Agent may elect to bring proceedings in any country for the purposes of enforcing its rights in such country. e) This Agreement contains the entire understanding of the parties hereto and supersedes all previous or existing arrangements or agreements. You have not relied on any matter in entering into this Agreement set as set out herein. f) No variation of this Agreement shall be deemed binding until reduced to writing and signed by all parties hereto. g) If any part of this Agreement (including without limitation, any clause and/or part thereof) shall be deemed unenforceable, void, or voidable by a court of competent jurisdiction, the remainder hereof shall remain in full and binding effect. h) No rights are conferred on any party under this Agreement who is not a direct contractual party hereto by virtue of the Contract (Rights of Third Parties) Xxx 0000 (save in respect of any director of Closer Talent Management Ltd) i) You warrant you are at least eighteen (18) years old j) You undertake you have all rights necessary to enter into this Agreement and are not subject to any contractual restrictions which might interfere with this Agreement in any manner k) Locations and dates and times of engagements may be changed if any customer so requests, but you would be notified in reasonable time. l) The Agent (and its designees including for example any co-agent or sub-agent with whom it may work) can use your name, image, likeness, photos and biographical details for the purposes of advertising and promoting your services as an Agency. The foregoing may include by way of example only including your photos and details on the Agent's website and/or social media pages. After the Term of this Agreement (and/or earlier expiry termination thereof , the Agent (and its designees) shall be entitled to inform the public that it used to represent you (and include your photo and biog details on its websites, social media pages and/or other marketing material). You warrant with full title guarantee that you own all rights in any photos and/or anything else you may supply to the Agent and that the Agent and its designees will be entitled to use the same in accordance with Agreement free of all claims and encumbrances m) You at all times (both before, during and after the Term) keep private and confidential all information relating to the Agent, its owner(s), directors, officers, employees, contractors, personnel, its business plans, other people on the Agent's books (and/or people whom the Agent has represented in the past and/or with whom the Agent may be in negotiations), the Agent's clients/customers (past, present and/or future) the terms of this Agreement and all dealings between the parties hereto. The foregoing sentence shall also apply (mutatis mutandis) to any third-party agency with whom the Agent works at any time. n) You will not (without time limitation) say any negative and/or defamatory about the Agent and/or about any person, firm, corporation, and/or other entity referred to in the previous sub-Clause The foregoing sentence shall also apply (mutatis mutandis) to any third party agency with whom the Agent works at any time o) It is accepted that parties hereto have opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010) to the extent the said Regulations might apply to this Agreement. The foregoing opt-out provision shall also include without limitation any agreement (mutatis mutandis) between the Agent and any third-party agent relating to the Activities. It is fully understood that Agent does not operate as an employment agency p) You undertake there are no legal restrictions preventing you from entering and complying with this Agreement q) The Agent may assign this Agreement to a third party. r) This Agreement shall also inure for the benefit of the Agent's successors in title, and/or any company and/or other entity who may take over the Agent's business and/or with whom the Agent may merge. The Agent is also entitled to enter into mother/sub agency type agreements for your services (for the whole/and or any party of the Territory) and/or to licence out its rights (by way of example only) s) References to the feminine shall include the masculine gender as well t) If the Agent wishes to terminate the Term it shall be entitled to do so on written notice to you at any time without any penalty (and without prejudice to its rights and remedies herein) u) You accept that the entertainment industry is risky/speculative and that Agent cannot guarantee any level of success and that you hereby waive any claim you might have, now and in the future against the Agent for any loss of earnings/loss of opportunity v) The Agent shall not be responsible if any fire, flood, severe weather conditions, strike, natural disaster, epidemic, pandemic (such as Covid 19) power cut, civil unrest, act of terrorism, problems with service provider, act of god, sickness, event of force majeure and/or other event beyond its control which prevent the normal performance of its obligations herein save that no such event shall last for more than six (6) months (and 12 months in the case of a epidemic or pandemic). w) If you are unable to perform your services by reason of ill-health, and/or injury and/or incapacity, the Agent shall be entitled to suspend its services and/or extend the Term by the same period during which you were unable to perform your services. x) The Agent assumes no liability for your breach of contract and/or for anything you do and/or and/ or omit to do in relation to anything and assumes no liability for any breach of contract by any third party and/or loss/damage caused by any third party. y) You agree to either pay the website fee of forty pounds (£40) upfront or sixty pounds (£60) from first earnings on signature hereof, to cover the cost of setting-up and maintaining a web-page dedicated you within the Agent’s website (advertising your services). This is a on off payment that will cover your entire period of being represented by Closer. z) At such time as the Agent becomes VAT registered, VAT shall be chargeable in relation to its commission.