This Manager On Demand Membership Agreement (“Agreement”) is between you and The HOOK & Company. This Agreement is part of and incorporates by reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.

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1. PARTIES

You are entering into this Agreement with The HOOK & Company (also referred to as “we” and “us”).

 

2. MANAGER ON DEMAND MEMBERSHIP PROGRAMS

The HOOK & Company offers membership programs for Manager On Demands and Agencies. For purposes of this Agreement, “Member” or “you” means a Manager On Demand or Agency participating in a membership program.

 

The HOOK & Company reserves the right to add and/or change membership fees or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. If The HOOK & Company exercises its right to cancel a membership, we will not refund the membership fee already paid if applicable.

 

3. CONSIDERATION / COMPENSATION:

(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to The HOOK & Company (as determined by the The HOOK & Company), The HOOK & Company shall provide Manager On Demand total commissionable earnings:

 

80% for the first $1500

90% for total billings between $1500.01 and $10,000

95% for total billings over $10,000

 

(b) The HOOK & Company shall not withhold any sums or payments made to Manager On Demand for social security or other federal, provincial, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Manager On Demand’s responsibility. Manager On Demand further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.

 

(c) Notwithstanding the foregoing, The HOOK & Company likewise agrees to pay Manager On Demand in perpetuity, compensation following the expiration or termination of this Agreement with respect to any and all engagements, contracts and agreements, or extensions or amendments thereto, entered into during the Term or offers initiated or negotiated during the Term and consummated or executed within three (3) months following the expiration of the Term hereof outstanding where applicable.

(d) The HOOK & Company shall not be held responsible for payment of booking agencies, fees, union dues, publicity costs, promotional or exploitation costs, traveling expenses and/or wardrobe expenses and reasonable expenses arising from the performance by Manager On Demand of services hereunder. In the event that The HOOK & Company advances any of the foregoing fees, costs, or expenses on behalf of Manager On Demand/Artist, or incurs any other reasonable expenses in connection with the Manager On Demand/Artist professional career or with the performance of Manager On Demand's services hereunder, Manager On Demand shall promptly reimburse The HOOK & Company for such fees, costs, and expenses. 

 

4. NONDISCLOSURE:

(a) Manager On Demand understands that, in connection with its engagement with The HOOK & Company, it may receive, produce, or otherwise be exposed to The HOOK & Company’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by The HOOK & Company, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Manager On Demand under this Agreement), in addition to all information The HOOK & Company receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).  

 

(b) Manager On Demand acknowledges that the Confidential Information is The HOOK & Company’s sole, exclusive and extremely valuable property. Accordingly, Manager On Demand agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without The HOOK & Company’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to The HOOK & Company employees and Manager On Demand Employees who need to know such Confidential Information in order to perform the Services. Manager On Demand shall require such Manager On Demand Employees to execute a non-disclosure agreement satisfactory to The HOOK & Company before such Manager On Demand Employee is exposed to any Confidential Information. Upon termination or expiration of this Agreement for any reason, Manager On Demand agrees to cease using and to return to The HOOK & Company all whole and partial copies and derivatives of the Confidential Information, whether in Manager On Demand’s possession or under Manager On Demand’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all Manager On Demand Employees.

 

(c) Manager On Demand shall not disclose or otherwise make available to The HOOK & Company in any manner any confidential and proprietary information received by Manager On Demand from third parties.  Manager On Demand warrants that its performance of all the terms of this Agreement does not and will not breach any agreement entered into by Manager On Demand with any other party.  

 

5. INDEMNIFICATION / RELEASE:

(a) Manager On Demand agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless The HOOK & Company, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Manager On Demand or any Manager On Demand Employee in the performance or failure to fulfill any Services or obligations under this Agreement. 

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6. TERMINATION: 

This Agreement shall be effective on the date hereof and shall continue until terminated by either party upon 14 business days written notice.  

 

7. INDEPENDENT CONTRACTOR: 

(a) The HOOK & The HOOK & Company and Manager On Demand expressly agree and understand that Manager On Demand is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Manager On Demand acknowledges that Manager On Demand and Manager On Demand’s Employees are not eligible for any The HOOK & Company benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Manager On Demand is not the agent of The HOOK & Company and is not authorized and shall not have the power or authority to bind The HOOK & Company or incur any liability or obligation, or act on behalf of The HOOK & Company. At no time shall Manager On Demand represent that it is an agent of The HOOK & Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of The HOOK & Company.

 

(b) Manager On Demand is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. Manager On Demand shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

 

8. GENERAL:

(a) This Agreement does not create an obligation on The HOOK & Company to continue to retain Manager On Demand beyond this Agreement’s termination. This Agreement may not be changed unless mutually agreed upon in writing by both parties.  

 

(b) Manager On Demand hereby agrees that any breach of Section 4 by Manager On Demand will cause irreparable harm to The HOOK & Company and that in the event of such breach or threatened breach, The HOOK & Company shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Manager On Demand’s obligations hereunder.

 

(c) Manager On Demand hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.  

 

(d) This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.

 

(e) All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses, or to such other address or addresses as either party may later specify by written notice to the other. 

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