Model Management Agreement

Last Modified: 09/04/2023

MODEL MANAGEMENT AGREEMENT

This Model Management Agreement has been entered into by AEFM International (ABN 54 123 099 180), (herein referred to as “AEFM”, “Talent Management”, Manager, Agency, We or Us), and You (herein referred to as, “Talent”, “Model”, or “You”).

Please contact AEFM if you have any questions or concerns about these terms before you enter into this agreement with AEFM. We can be contacted at talent@aefm.com.au 

By consenting to these Terms and Conditions the talent gives consent to receiving fortnightly newsletters. You can unsubscribe at any time.

Definitions:

“Assignment” is modeling work undertaken by Talent for a defined period. This is also known as a gig or a job.

“Assignment Fee” represents the total remuneration owed to Talent for providing services under this Agreement.

“Brief” or “Briefings” means information received by AEFM regarding an Assignment or Casting. It will include information such as whether the job requires still or images, or video footage. Talent requirements such as gender, height, or sporting requirements. The Client name, shoot duration, shoot location, and what the Client intends to use the images for. 

“Commencement Date” means the date upon which the Talent electronically signed this Agreement.

“Casting” means an audition that Talent is required to attend prior to booking an Assignment. Castings may take place at a production office, studio, or the Client’s work premise. 

“Confidential Information” means any oral or written information disclosed by AEFM, or any document including but not limited to any agreement, assignment rates, phone numbers, or particulars regarding an Assignment.

“Content” means Images, including stills, video footage, and behind-the-scenes videos and imagery.

“Client or Company” means client or clients of AEFM. 

“Full Usage Rights” means all Content (including behind-the-scenes footage) created from an Assignment can be used in any kind of advertising, marketing, or promotional campaign, and it can be reproduced indefinitely in any country.

“Freelance Work” means acting or modeling work undertaken by Talent outside of the terms of this Agreement.

“Fittings” means fittings, manicures, tanning, or additional hair maintenance requests pre-Assignment will be charged at an hourly rate unless specifically negotiated, as well as the actual cost for the requested maintenance to reimburse the Talent.

“Initial Portfolio Shoot” means photos taken of Talent for the creation of the portfolio that will be used to promote Talent to Clients. The Initial Portfolio Shoot is paid for by Talent.

“Images” means photographs, stills, video, footage, film, or drawings of the Talent that are taken at an Assignment, or any reproductions or adaptations of any of them (whether digital or analog) either in whole or in part, alone or in combination with any words or other images.

“Talent” means a person who poses or displays themselves for art, or other products or advertisements.

“Termination Date” means 24 months from the Commencement Date.

“Moodboard and Garment Selections” means the form filled out by Talent for garment selection and hero shots prior to Initial Portfolio Shoot. 

“Mother Agent” means AEFM acts as the agent responsible for the overall management of a Talent’s work in the Exclusive Category (defined in Clause 5), to whom agents in other territories must defer on all matters, and from whom they may claim commission as agreed with the Mother Agent.

“Worldwide” means anywhere in the world.

Background

1.1 This Agreement sets out the terms and conditions upon which the AEFM will supply representation and agency services to Talent and Talent shall provide specific obligations to AEFM as stipulated in Clause 4.

1.2 Talent understands that by checking the Terms and Conditions box during the “Pre Shoot Application Form” they have adhered to this Agreement, and are legally bound by the terms herein.

The Term

2.1 The term of this Agreement will be 24 months from the Commencement Date. If neither Party terminates this Agreement by giving 30 days written notice prior to the Termination Date, the Agreement will roll over for a period of 12 months (the ‘Rollover Period’). Once the Rollover Period has ended, the Parties may agree to sign a new Agreement. 

2.2 Upon acceptance of these terms, Talent hereby appoints AEFM to act as Talent’s Mother Agent in the fields of modeling, acting, advertising, and entertainment. Talent should refer to Clause 5 for more details on Exclusivity.

AEFM Representations and Obligations

3.1 This Agreement is not intended to and should not be construed as creating an employment relationship between Talent and AEFM. AEFM does not owe any worker’s compensation, wages, superannuation, medical cover, life insurance, public liability, or other employee benefits to Talent. Talent shall be solely responsible for any and all taxes, insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation payable under this Agreement.

3.2 For the avoidance of doubt, Talent is not entitled to any payments for sickness or any other absence. In the event that Talent is unable to provide services, they must inform AEFM immediately.

3.3 AEFM will use reasonable endeavors to secure suitable assignments for Talent. AEFM makes no representation concerning the quality or quantity of work that may arise from the relationship between Talent and AEFM.

3.4 AEFM will not be liable to Talent or any third party if an Assignment is unsatisfactory.

3.5 Upon Talent signing this Agreement, AEFM may publicise that they are the personal talent manager or Mother Agent representing the Talent.

3.6 AEFM  represents and warrants to Talent that it has the full right, power, and authority to enter into and perform this Agreement. Upon signature of this Agreement, Talent acknowledges that it has engaged AEFM to act as their representative and enter into contracts with any and all Clients, as well as subcontractors, on their behalf.

3.7 AEFM will contact Talent promptly if they have been selected for a Casting or Assignment. 

Talent Representations and Obligations 

4.1 Talent agrees to provide personal information and a biography for promotional purposes. This may be shared and used by alternative parties during the course of the engagement with AEFM. 

4.2 Talent acknowledges that AEFM does not guarantee that any assignments will be secured.

4.3 Talent will not accept any assignments directly or indirectly from any Clients of AEFM. Talent will advise AEFM immediately of any offer of work from third parties including other AEFM Talent, photographers, videographers, clients, or any connections initially made through AEFM or any affiliates of AEFM.

4.4 Talent will not pass on business cards, personal details, or social media accounts to the Client or other third parties without prior written consent from AEFM.

4.5 During the Term of this Agreement, and for a period of 24 months thereafter, Talent will not directly or indirectly, scout, employ or engage any associate of AEFM, including but not limited to, past and current Clients of AEFM. In the event that Talent scouts or employs any associates of AEFM, AEFM has the right to recover the full Assignment Fee of that individual which shall be payable within 7 days upon receipt of invoice.

4.6 If Talent is approached by any other talent housed under AEFM, or any associate of AEFM, for an Assignment or engagement involving the provision of modeling or acting services, Talent must immediately inform AEFM. 

4.7 Talent must maintain a healthy physique to comply with reasonable Client requirements for potential Assignments all year round. Talent must notify AEFM if they wish to change their personal appearance. Changes include cutting or dying their hair and adding tattoos and piercings that show significant contrasts to their current photographs with AEFM.

4.8 Talent agrees to keep its social media content up to date at all times. Talent will also tag @AEFM_INTERNATIONAL on all content posted and use the hashtag  “#AEFM_International”. Additionally, Talent shall not use any inappropriate language, images, or videos that could damage AEFM’s reputation or brand on social media.

4.9 Post Initial Portfolio Shoot, Talent must post 12 photos on their Instagram page over the course of 6 weeks. Talent acknowledges that such Images cannot be posted in conjunction with other promotions. Images must also be in the format of a mixture of grid posts and story posts. 

4.10 During the Term of this Agreement and for a period of 24 months following its termination, Talent shall not, directly or indirectly, in any manner whatsoever, engage in any capacity with any business competitive with the AEFM’s current lines of business or any business then engaged in by AEFM with current or past Clients or any of its affiliates. If Talent breaches this clause they will be liable for a penalty of $4000(AUD) and AEFM will have the right to terminate this Agreement with immediate effect. 

4.11 Talent acknowledges that model release forms on Shoots may from time to time be requested by the photographer during an Assignment. Talent is not allowed to sign model release forms. 

  1. Exclusivity 

5.1 Talent hereby engages AEFM, with immediate effect, as Talent’s Mother Agent and exclusive agent in respect of fitness modeling (the ‘Exclusive Category’) Worldwide for the Term. Talent acknowledges that AEFM will represent them and source all work within the Exclusive Category on their behalf unless AEFM has given written consent otherwise. 

5.2 Where Talent breaches this Clause 5 Exclusivity Talent will pay a penalty of the greater of either: (a) $4000(AUD) or (b) 10% of Talent’s total accrued earnings under this Agreement.

5.3 AEFM as Mother Agent grants Talent permission to undertake Freelance Work and/or sign with an alternative agency working outside of the Exclusive Category remit (the “Sister Agency”) providing Talent immediately informs AEFM of the details of such engagement, including earnings. Talent acknowledges that AEFM does not seek payment for these assignments.

5.4 Talent acknowledges and agrees that in undertaking Freelance Work and/or signing with a Sister Agency they will make such third parties aware of their exclusive Mother Agent. 

5.5 Talent is forbidden from using any Content created during the Term of this Agreement for the promotion of other talent agencies.

5.6 Talent will not undertake Freelance Work and/or sign with a Sister Agency that, in AEFM’s reasonable opinion, would be deemed as detrimental to the reputation and goodwill of AEFM.

5.7 Talent acknowledges that AEFM has the right to use, and ability to download, all Content created by Talent outside of this Agreement during the Term for promotional purposes on its website and social media accounts. Talent must inform AEFM immediately in writing if it cannot use specific Content.

5.8 AEFM will contact Talent if there is potential for product exclusivity with a Client. The terms and pricing will be negotiated between AEFM and the Client.

  1. Power of Attorney

6.1 Talent irrevocably authorises and appoints AEFM during the Term to be Talent’s Mother Agent agent and attorney for the purpose of: 

  1. negotiating, renegotiating, contracting, and executing on behalf of Talent all agreements and documents, and instruments providing for Talent’s services to the Clients; 
  2. collecting and receiving sums payable to Talent, depositing into AEFM’s account all sums payable to Talent, and paying out what is owed to Talent upon invoice;
  3.  demanding, suing for, and collecting, all claims, money, interest, and other items that may be due to Talent or belongs to Talent; 
  4.  to sign releases and similar instruments on the Talent’s behalf; and
  5.  to undertake and perform any other activities on the Model’s behalf as the Company deems appropriate for the purpose of carrying out obligations under this Agreement.
  1. Assignments

7.1 Talent will be available for Assignments and will carry out Assignments for Clients within the designated time frames.

7.2 AEFM will notify Talent of any future Assignments or Castings, and book such with the Client on behalf of Talent. If Talent is successful at the Casting, AEFM will notify Talent via WhatsApp or email. Talent will carry out the Assignment in accordance with the terms agreed between AEFM and the Client.

7.3 Talent must notify AEFM in advance, in writing, of the dates set for each Assignment. They must include dates of unavailability or any details of Clients they do not wish to work for.

7.4 Talent may be required to meet the Client for Briefings/site visits/Fittings for an Assignment. Talent will not be paid for such pre-production work unless informed otherwise.

7.5 Talent shall ensure that they carry out all Assignments to the best of their ability and skill, and to the highest professional standards. Talent must ensure their conduct is impeccable and that they have a neat and tidy appearance for all Castings and Assignments. 

7.6 Any chaperone of Talent attending the Assignment must also conduct themselves in a professional manner and must not do anything to affect the reputation of AEFM.

7.7 Talent must abide by the set times and requirements of each individual Assignment. Talent will be punctual at all times and must arrive 20 minutes prior to the Assignment call time. In the event Talent is late to the Assignment, AEFM has the right to deduct an amount of fifty percent (50%) from their total Assignment Fee.

 7.8 Talent must communicate with sufficient detail via email/phone call at all times with AEFM in the case of illness or emergency. It is Talent’s responsibility to report any delays in their arrival time to AEFM by way of a WhatsApp message to +61 452 483 911.

7.9 Where Talent does not show up to a confirmed Assignment, AEFM has the right to recover all fees Client has paid to AEFM as well as any other additional costs caused by Talent’s no-show. 

7.10 Talent will be responsible for travel and transportation to and from the Assignments unless otherwise agreed in writing in advance.  If Talent cannot attend a Casting or Assignment, Talent must notify AEFM immediately via email at jason@aefm.com.au or Whatsapp at +61 452 483 911. Failure to do so may be considered a breach of this Agreement.

7.11  Talent will act professionally and not gossip or complain whilst on Assignment. If there are any concerns, Talent must contact AEFM immediately. 

7.12  Talent may be asked to take behind-the-scenes content whilst on Assignment. All Content must be sent to AEFM for approval prior to posting on social media. Talent acknowledges that Clients may have strict policies on behind-the-scenes content and therefore must ask for permission prior to publication of any such material. 

  1. Image Usage Rights

8.1 Talent authorises AEFM to act on their behalf in quoting, approving, and permitting the copyright, license, use, and publication of their Assignment work, their name, photograph, likeness, or other representation of their image, video footage, or voice in whole or part (“Talent’s Image”) for any purpose whatsoever, associated with any Assignment, Client, and in relation to AEFM’s promotional materials, such as its website, business cards, and portfolio.

8.2  AEFM may use all Content it has received or downloaded of Talent during the course of the Agreement post-termination. 

8.3 AEFM will not be liable to Talent in any respect to the usage of Talent’s image by the Client.

8.4 Talent expressly waives and assigns any and all intellectual property rights relating to any Content taken during an Assignment including any moral rights by virtue of undertaking the Assignment. AEFM owns all image rights associated with such. 

8.5 Talent must not disseminate any Content created under this Agreement to other agencies for promotional purposes. 

8.6 In the event Talent is approached by a third party for the use of Content created during the Term of this Agreement a commercial usage fee will apply. Talent must immediately inform AEFM of this approach. 

  1. Photography and Videography 

9.1 Talent has an obligation to ensure they meet the professional standards of AEFM. Therefore, post-Initial Portfolio Shoot, Talent must book 2 or 3 collaborations and/or test shoots per month for four months. All Content must be promptly forwarded to AEFM. Talent agrees that AEFM has the right to use all Content forwarded for promotional purposes. If Talent fails to meet this obligation, it may be terminated from AEFM’s agency.

9.2 Talent agrees to pay in full for their Initial Portfolio Shoot 7 days prior to the actual shoot date. Talent acknowledges that if they cancel without notice there will be no refunds. If Talent cancels within 72 hours notice of the scheduled shoot time, payment will be held and Talent will be able to reschedule the shoot within three months of the original Initial Portfolio Shoot date. 

9.3 AEFM may from time to time use subcontractors such as photographers, videographers, hair and make-up artists, and drone operators. AEFM governs all contractual relationships with such parties. 

9.4 Talent is to receive by WhatsApp or email the link to their mood board and garment selections. Talent must complete this 4 days prior to their Initial Portfolio Shoot. Should this not be received, AEFM or the photographer has the right to reschedule the Initial Portfolio Shoot to a future date.

9.5 AEFM reserves the right to modify the Initial Portfolio Shoot date. AEFM will notify Talent promptly of any changes.

9.6 AEFM may request a new portfolio shoot to be carried out should the Initial Portfolio Shoot photos not meet the required AEFM standards. No additional costs will be required of Talent and a new shoot date will be agreed to by Talent and photographer.

9.7 In the event Talent is late for the Initial Portfolio Shoot, the photographer or AEFM has the right to reschedule the shoot. 

9.8 Post-Initial Portfolio Shoot, Talent will receive 12 x professionally retouched images within 14 working days of the shoot date. AEFM will make the final decision on which 12 images are to be selected for the model’s online portfolio.

9.9 Talent can request additional images for a fee.

9.10 Talent shall not receive RAW image files or RAW video footage from their portfolio shoot. All proof images for viewing purposes are watermarked. 

9.11 It is crucial for the talent to understand that for all interstate portfolio shoots, where the company has organised a photographer to fly interstate, based on the agreed date and time, AEFM has made arrangements. Therefore there shall be no rescheduling for a portfolio shoot, and no refunds granted.

9.12 Talent acknowledges that they, and any third party, will be in breach of this Agreement if they edit, copy, paste, distort, or reproduce any photography materials produced by AEFM.

  1. Rates

10.1 Assignment rates differ depending on the company, hours, usage, and content type during the assignment. All assignments quoted by AEFM are in Australian Dollars (AUD). 

10.2 Upon completion of each Assignment, Talent must forward an invoice to info@aefm.com.au detailing the Assignment details, shoot date, time, and total Assignment fee, as well as personal bank account details and Talent’s ABN. If Talent’s bank account details are recorded incorrectly and payment has been processed, there will be a $25 penalty to process bounced payments.

10.3 Business-related expenses and out-of-pocket living expenses such as “Par Diems” (Parking and or travel to an Assignment) are included in the total Assignment Fee.

10.4 AEFM will confirm with Talent via Whatsapp or email the fees for Assignment prior to confirming the booking. 

10.5 Assignment Fees are paid within 7 business days from the date an invoice has been settled by AEFM’s Client. 

10.6  AEFM does not guarantee, and is not liable for, any delay, or the non-payment of the Talent fees and expenses. AEFM is entitled to raise invoices and collect monies on behalf of Talent as an intermediary. Talent must not chase any monies owed by the Client.

10.7 Talent will not discuss rates or upcoming Assignments with any third parties without permission from AEFM.

  1. Castings

11.1 Talent understands that a Casting is an audition that models are required to attend prior to booking an Assignment. Talent must attend a Casting in order to secure an Assignment. 

11.2 Talent will receive Casting details via email or WhatsApp. Talent must confirm with a ‘YES’ to a Casting. Talent acknowledges that they will not be contacted again prior to a Casting unless further details are needed. Talent will be informed if they are required to take an electronic composition card to the Casting. 

11.3 Talent must read all Casting information given by AEFM. If Talent has any questions or issues, they must immediately contact AEFM. Talent must not contact the Client directly. 

11.4 AEFM will not pay a fee to Talent for attending Castings. 

11.5 If Talent needs to cancel or reschedule a Casting, they must immediately call Jason Shepherd at AEFM directly on Whatsapp at +61 452 483 911.

11.6 Talent will receive no news if unsuccessful in the Casting.

11.7 If Talent is put “on hold”, the Client will contact AEFM directly. Talent will be required to keep the Assignment date available until AEFM instructs otherwise.

11.8 If Talent is called for a second Casting, Talent will be required to keep the second Casting date free.

11.9 If Talent is selected for the Assignment, AEFM will contact Talent directly. 

  1. Working Hours

12.1 Talent will be paid for the hour Talent is booked for even if an Assignment finishes early.  If an Assignment takes longer than the originally booked hours then overtime rates will apply. 

12.2  The minimum booking time for each Assignment is 2 hours.

12.3 The following breaks apply for Talent:

  1. If Talent works up to 4 hours they are entitled to one 20-minute break;
  2. If Talent works between 4-8 hours they are entitled to two 20-minute breaks and one 10-minute break; and
  3. If Talent works for 8 hours or more they are entitled to a one-hour lunch break and two 20-minute breaks.

12.4 All breaks Talent takes are fully paid.

12.5 If Talent is late for an Assignment, AEFM has the right to deduct an amount equal to fifty percent (50%) of Assignment Fees. 

12.6 Children must be given one hour for lunch on a full-day Shoot (8 hours). All children must receive a break for every 4 hours worked. Breaktime may vary depending on the age and needs of the child being used. The client also understands that if they do not have an hour, they will have to pay a penalty of $500 per child per day. Children are deemed under the age of 18 years of age.

  1. Travel

13.1 If Talent is required to travel interstate for an Assignment, the Client is responsible for flights, accommodation, airport transfers, and any other reasonable out-of-pocket expenses that might be incurred by Talent. Talent must retain receipts for all expenses and submit them to AEFM promptly.

13.2 All information received from Clients concerning schedules for travel will be forwarded to Talent by AEFM.

13.3 Where Talent is required to travel internationally for an Assignment, the Client is responsible for flights, accommodation, airport transfers, meals, and any other reasonable out-of-pocket expenses that might be incurred by Talent. Talent must retain receipts for all expenses and submit them to AEFM promptly.

  1. Public Liability

14.1 It is the responsibility of the Client to ensure that they have adequate levels of insurance to cover all Talent used at all locations, including travel to and from each location. The Client is responsible for the supervision and control of the Assignment or Casting site and all applicable health and safety requirements. AEFM shall not be held liable for any events or occurrences that occur on-site nor for any behavior of the Client or third parties. 

14.2 AEFM is not required to, nor holds any, insurance for the Talent it represents. Where necessary, AEFM may request Talent to provide certificates of insurance and details of coverage. Talent must promptly provide AEFM with such information. 

14.3 Where required, if Talent consents and represents to AEFM that they are competent in performing extreme acts (including but not limited to fire eating, aerialist, etc) for an Assignment they must maintain public liability insurance up to a minimum level of $20 million (AUD) and provide AEFM proof of such cover. In performing such dangerous acts, Talent consents to having the necessary skills associated to perform such and does not hold AEFM liable for any events or accidents that may occur on site.   

14.4 Talent hereby releases, discharges, and agrees to hold harmless all photographers used on Assignments from any and all liability that has or may occur in the creation of Content or any subsequent process thereof, including any publication.

15. Termination or Suspension

15.1 AEFM may, in its sole discretion, suspend Talent from the Agency’s books for any reason including if the Talent fails to abide by the standard rules and policies of the Agency with regard to behavior on any engagements booked through AEFM. 

15.2 AEFM is entitled to terminate this Agreement for any reason during the Term by giving thirty (30) days’ written notice. All obligations of AEFM will cease upon termination or expiry of this Agreement.

15.3 Talent is entitled to terminate this Agreement during the Term by giving the Agency thirty (30) days’ written notice. Talent cannot terminate the Agreement where outstanding obligations exist under the Agreement unless agreed to in writing by AEFM. If Talent terminates this Agreement with outstanding obligations they will be charged a penalty of $4000 AUD.

15.4 Following the expiry or termination of this Agreement, for any reason whatsoever, Talent will not speak ill of the AEFM or the AEFM’s Clients or any third party associated with either party, to the press, the media, and/or any other third party. 

15.5 This Agreement may be terminated by either party hereunder if the other party breaches the Agreement and fails to remedy such breach within 14 days of notice. Such notice must give the other party adequate particulars of the alleged default and of the intention of the party serving the notice to terminate this Agreement under this clause unless such default is made good or remedied within 14 days.

15.6  AEFM shall be entitled to recover damages and all other equitable remedies, including injunctive relief, from Talent in the event of a breach of this Agreement. 

15.7  Upon the expiry or termination of this Agreement, AEFM has Full Usage Rights for an indefinite period on all Talent’s imagery and video footage created under this Agreement and is entitled to continue to publicise and make use of any material in any commercial manner it chooses.

  1. Confidentiality 

16.1  Talent shall not, during the Term of the Agreement and thereafter, without the prior written express consent of AEFM, disclose any confidential information, knowledge or data, discovery, design, invention, idea, concept, technique, secret process, or improvement relating to AEFM or AEFM’s Clients, which (a) was obtained whilst completing obligations under this Agreement for AEFM and AEFM Clients, and (b) which is not information, knowledge or data otherwise in the public domain (other than by reason of a breach of this provision by Talent), unless required to do so by a court of law or governmental authority.

16.2 Talent acknowledges that disclosure of Confidential Information will be treated as a material breach and enable AEFM to immediately terminate this Agreement and, in addition to all other remedies that may be available, AEFM shall be entitled to specific performance and injunctive relief or other appropriate equitable remedies for any such breach.

  1. Indemnities

17.1 Talent agrees to defend, indemnify, and hold AEFM, and each of their respective officers, directors, members, managers, employees, partners, shareholders, and agents (collectively the “AEFM Parties”, each an “AEFM Party”) harmless against all costs, expenses, and losses (including reasonable outside legal fees and costs) incurred through claims of third parties against AEFM based on (i) a breach by Talent of any provision, representation and/or warranty made in this Agreement, (ii) the death, bodily injury, or other legally enforceable damage incurred by any third parties caused by the negligence or willful misconduct of Talent (iii) the damage, loss or destruction of any real or personal property damage incurred by third parties caused by the negligence or willful misconduct of Talent or (iv) that Talent failed to comply with an applicable law.

  1. Governing law

18.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Australia. Each party agrees that the courts of Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

  1. Assignment 

19.1 This Agreement may not be assigned, directly or indirectly, by Talent. Any assignment in violation of the foregoing shall be null and void. AEFM may assign its rights and obligations under this Agreement in whole or in part without Talent’s consent only to any affiliate or any successor to all or substantially all of the business of AEFM to which this Agreement relates. Any assignment in violation of the foregoing shall be null and void.

  1. Third Party Rights

20.1 Nothing in this Agreement, express or implied, is intended to confer any rights to a third party unless expressly agreed otherwise.

  1. Amendments

21.1 No variation or amendment to this Agreement shall be valid and binding unless in writing and signed by an authorised representative of each party. AEFM may make minor unilateral amendments to this Agreement for the purpose of commercial flexibility. Any material changes must be consented to by both parties.

  1. Force Majeure

21.1 For the purposes of this Clause “Force Majeure” means in relation to either Party any cause beyond the reasonable control of that Party including, without limitation, any of the following: 

(a) act of God; 

(b) war, insurrection, riot, civil disturbance, acts of terrorism; 

(c) fire, explosion, flood, storm; 

(d) theft or malicious damage;

(e) strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third-party injunction; 

(f) pandemics or epidemics;

(g) national defense requirements, acts, or regulations of national or local governments; or 

(h) inability to obtain essential fuel, power, raw materials, labor, containers or transportation, accident, malfunction of machinery or apparatus, denial of export or import licenses. 

21.2 Neither Party is to be liable to the other for failure to perform any obligation under this Agreement to the extent that the failure is caused by Force Majeure, the effects of which could not have been reasonably anticipated or prevented by that party. 

21.3 A Party becoming aware of any Force Majeure must promptly notify the other of the relevant facts and any likely delay or other effects, and both Parties shall use their best endeavors to mitigate the effects of the Force Majeure.

  1. Parents or Guardians

22.1 A parent or guardian must at all times remain with any child on an Assignment or Casting and is solely responsible for their safety and supervision. If a parent or guardian is not comfortable with what the child has been asked to do or feels it is unsafe, AEFM encourages them to withdraw their child and contact AEFM immediately.

23. Clawback Provision for Non-Delivery of Promised Content (Fitness Influencer Content) UGC

23.1 Obligation to Deliver Content: The Content Provider (“Talent”) agrees to produce and deliver the content in accordance with the terms and deadlines specified in the initial Brief or Agreement.

23.2 Failure to Deliver: In the event the Provider “Talent” fails to deliver the Video Footage and or Imagery “Content” as specified within the agreed-upon deadlines, despite receiving goods, payments, or other considerations from (“Company or AEFM Intl.”), the following clawback provisions shall apply.

23.3 Clawback of Future Earnings: AEFM International have the right to reclaim any future earnings or compensation due to the Company who supplied the goods under this Agreement or any other agreement between the Company and the Provider “Talent” in the event of non-delivery of the promised Content. 

23.4 Notification and Cure Period: Upon determining that the “Talent” has failed to deliver the Content, AEFM International shall notify the Talent in writing, specifying the nature of the non-compliance. The Talent shall have a period of (7 business days] from the date of such notice to cure the non-compliance. 

23.5 Exercise of Clawback: If the Talent fails to cure the non-compliance within the specified cure period, AEFM International shall have the right to reclaim any future earnings or compensation due to the company that provided the products. This includes, but is not limited to, withholding payments, offsetting amounts due against any future earnings, or recovering payments already made. 

23.6 Extent of Clawback: The amount subject to clawback shall be equal to the value of the goods, payments, or other considerations received by the Talent, plus any additional costs incurred by the Company as a result of the Talent failure to deliver the Content. 

23.7 Additional Remedies: The exercise of this clawback provision shall be without prejudice to any other rights or remedies available to the Company under this Agreement or applicable law.

23.8 Governing Law: This clause and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of Australia.

23.9 Severability: If any provision of this clause is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.