BETWEEN:
OFM Group Limited (hereinafter referred to as the "Company")
Address: Hong Kong
AND:
_________________________ (hereinafter referred to as the "Talent")
(collectively referred to as the "Parties")
1.1. The Company shall provide the Talent with comprehensive talent management, content production, digital marketing, and monetization services across social media and digital platforms.
1.2. The Talent hereby engages the Company as its exclusive management representative for content creation, brand development, and monetization activities on the following platforms:
1.3. The Company shall use its expertise, resources, AI-powered tools, and industry connections to maximize the Talent's revenue, audience growth, and brand development across all Platforms.
3.1. Revenue Share. The Talent shall receive eighty percent (80%) of all Net Revenue generated from monetization across all Platforms. The Company shall retain twenty percent (20%) of all Net Revenue as its management fee.
3.2. Net Revenue is defined as gross revenue received from the Platforms, less:
3.3. Payment Schedule. The Company shall pay the Talent's share within fifteen (15) business days following the end of each calendar month.
3.4. Payment Method. Payments shall be made via bank transfer to the account designated by the Talent.
3.5. Revenue Reporting. The Company shall provide the Talent with a detailed monthly revenue report, including gross revenue per Platform, deductions and fees, Net Revenue calculation, and each Party's share.
3.6. Audit Rights. The Talent shall have the right to request an independent audit of the revenue records once per calendar year, at the Talent's expense, with reasonable advance notice.
4.1. The Talent shall cooperate with the Company in good faith and provide timely access to necessary materials, content approvals, and platform credentials.
4.2. The Talent shall not engage another management company, agent, or representative for the same Platforms during the term of this Agreement without prior written consent of the Company.
4.3. The Talent shall maintain professional conduct and refrain from actions that could damage the reputation of the Company or the Talent's personal brand.
4.4. The Talent retains ownership of all personal intellectual property, including likeness, name, and original creative works.
5.1. All content created jointly by the Company and the Talent during the term of this Agreement shall be jointly owned, unless otherwise agreed in writing.
5.2. The Talent grants the Company a non-exclusive, worldwide license to use, publish, and distribute the Talent's name, likeness, and content for the purposes of fulfilling this Agreement.
5.3. AI-generated content created by the Company using its proprietary tools shall be owned by the Company, with a perpetual, royalty-free license granted to the Talent for personal use.
5.4. Upon termination of this Agreement, the Talent retains the right to all content published on their personal accounts.
6.1. This Agreement shall commence on the date of signing and remain in effect for a period of twelve (12) months.
6.2. After the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either Party provides written notice of termination at least thirty (30) days prior to the end of the current term.
6.3. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to remedy it within fourteen (14) days of written notice, becomes insolvent, or engages in conduct that materially damages the other Party's reputation.
6.4. Effect of Termination. The Company shall pay all outstanding revenue owed to the Talent within thirty (30) days of termination. Revenue generated from content published during the term shall continue to be subject to the revenue share arrangement for six (6) months following termination. All platform credentials and access shall be returned to the Talent within seven (7) days.
7.1. Both Parties agree to keep confidential all non-public information obtained during the course of this Agreement, including financial data, business strategies, platform analytics, and personal information.
7.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of two (2) years.
8.1. The Company shall not be liable for revenue fluctuations caused by Platform policy changes, algorithm updates, or market conditions beyond its reasonable control.
8.2. Each Party shall indemnify the other against any claims, damages, or losses arising from the indemnifying Party's breach of this Agreement or negligent acts.
9.1. The Parties shall attempt to resolve any disputes through good faith negotiation.
9.2. If negotiation fails, disputes shall be submitted to arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC).
9.3. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
10.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations and understandings.
10.2. Any amendments to this Agreement must be made in writing and signed by both Parties.
10.3. If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement is executed in two (2) original copies, one for each Party.