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TALENT AGREEMENT

Talent Agreement

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This Talent Agreement involves

ZKID NETWORK CO | BRIAN URLACHER

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Title: TALENT AGREEMENT
Date: 3/15/2004

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EXHIBIT 4.1

                                TALENT AGREEMENT

                                ----------------

 

     THIS AGREEMENT ("AGREEMENT") BY AND BETWEEN THE ZKID NETWORK (THE

"COMPANY") AND BRIAN URLACHER ("URLACHER") WHO SHALL ACT AS SPOKESPERSON FOR THE

ZKID NETWORK AND ITS WEBSITE ("PRODUCT") IN WHICH THE PARTIES AGREE TO THE

FOLLOWING:

 

     URLACHER REPRESENTS, WARRANTS AND COVENANTS THAT HE WILL EXERCISE HIS BEST

REASONABLE EFFORTS FOR AND ON BEHALF OF THE COMPANY IN CONNECTION WITH ALL

SERVICES TO BE PERFORMED PURSUANT TO THIS AGREEMENT. ALL SERVICES TO BE

PERFORMED BY URLACHER IN EXECUTION OF THIS AGREEMENT SHALL BE PERFORMED IN THE

UNITED STATES, ITS TERRITORIES AND POSSESSIONS, PUERTO RICO AND CANADA

(HEREINAFTER REFERRED TO AS "TERRITORY"), WITH THE EXCEPTION OF THE INTERNET,

WHICH IS WORLDWIDE.

 

1.      PROMOTIONAL RIGHTS AND SERVICE DAYS

 

     Urlacher grants to the Company the following rights during the Term:

 

     The right to use Urlacher and Urlacher's name, reputation and still image

only, in the Territory, for the Product as part of any materials produced to

support the Product; in all approved materials (i.e., billboards, subway/bus

ads) all Point-of-Sale (POS) advertising displays materials used for in-store

support (stand-ups, counter cards, posters, etc.), print advertising and printed

promotional materials for Product; and all print, press and public relations

printed materials regarding the Product (collectively hereinafter referred to as

the "Promotional Materials"). Except as set forth otherwise in this Paragraph,

use by the Company shall cease upon termination of this Agreement. It is

understood and agreed however, that a It is understood that after Promotional

Materials have been issued by the Company to third parties, how and when the

Promotional Materials are used by unrelated third parties is no longer under

their control, so that media usage may occur outside the Term and is not the

responsibility of the Company.

 

a)      Urlacher shall have the right to approve all commercial copy, layouts and

depiction of his likeness and any use of his name or image prior to any use

thereof. Approval shall not be unreasonably withheld. Urlacher agrees to respond

to all requests for approval within ten (10) business days of receipt of

request, or such request shall be deemed approved.

 

b)      Urlacher agrees to make reasonable efforts to be available during the NFL

regular season for services requested in the Chicagoland area.

 

c)      All service days shall be non-consecutive during the Term and do not

include travel.

 

d)      The Company will limit its use of the Urlacher name, likeness, reputation

and image to the products and in accordance with the terms of this Agreement and

in a way that is not, in any way, an endorsement of any other company, product

or service. This includes, but is not limited to use of the Urlacher name,

likeness, voice, reputation and image for the In-Store Studio Network ("ISSN").

 

2.      TERM

 

The Term ("Term") of this agreement will begin on March 1, 2004 and terminate on

February 28, 2005. In the event both parties mutually agree to extend the term

of this Agreement, a document reflecting the terms of that extension must be

executed no later than December 1, 2004.

 

3.      PRINT ONLY (INCLUDING INTERNET IMAGES)

 

      Urlacher's time requirement for the above activities shall be the

following:

 

a)      Urlacher agrees to be available for one (1) shooting day for up to two

 

(2) hours per day (not including travel) for the following: Print production and

all edits and versions.

 

b)      The date and location of the shoot date to be mutually agreed upon

between the parties.

 

4.      PERSONAL APPEARANCES

 

a)      During the Term, Urlacher agrees to be available for two (2) appearances,

for one (1) hour each appearance, where Urlacher will meet/greet and pose for

photos at Chicago area schools for the Company (Company promotion/ computer

donation).

 

b)      The date, time and location of each appearance to be mutually agreed upon

between the parties.

 

5.      ADDITIONAL CONSIDERATION AND AUTOGRAPHS

 

a)      Urlacher agrees to allow Company to place a link on his website

(Brianurlacher.com), directing website viewers to the Company's website or a

designated website promoting the Product. Any link proposed for direction to,

must first be approved by Urlacher or his authorized representatives.

 

b)      Urlacher agrees to sign twenty-five (25) additional items per year for

Company. The Company shall bear all costs related to providing the items for

Urlacher to sign. The Company agrees they will not sell any items autographed by

Urlacher.

 

6.      MORALS CLAUSE

 

This Agreement is for Urlacher's personal services and use of his name, likeness

and image. The Company may terminate this Agreement if Urlacher is convicted for

a non-traffic crime or alcohol related crime and no further payment shall be

made on or after that date except for any sums due and outstanding. All fees

paid to Urlacher for services not yet rendered or usages to the extent already

received by Urlacher shall be due back to the Company.

 

 

<PAGE>

 

 

7.      CONSIDERATION/COMPENSATION

 

In consideration of Urlacher's performance of personal services provided in

support of the Product, including use of his likeness, reputation and image,

Company agrees to pay Urlacher according to the following schedule:

 

a)      An initial payment of thirty thousand dollars ($30,000.00) due upon

execution of this Agreement. Payment shall be in the form of a Company check.

 

b)      A second payment of one hundred twenty thousand dollars ($120,000.00) due

within sixty (60) days the execution of this Agreement. Payment shall be in the

form of a Company check.

 

c)      Also upon execution of this Agreement, Urlacher is to receive two million

(2,000,000) restricted shares of the common stock of the Company's stock (ZKID -

OTCBB). These shares shall only be restricted with respect to time, such time

period shall not restrict Urlacher from selling or trading these shares for a

period longer than one year from the execution of this Agreement.

 

*      Upon the expiration of the restricted period (one year from the execution

of this Agreement)


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