Representative Agreements

Business | Entertainment | Media | Intellectual Property

Agreements establish the architecture of a business relationship: who controls, who bears risk, what is owned, and how value moves. Keller Morgan advises principals and trusted advisors on drafting, reviewing, negotiating, and structuring agreements across private-company, entertainment, media, music, and intellectual-property matters.

Corporate, Ownership & Transactions

Operating Agreements: Governance; capital calls; allocations and distributions; transfer restrictions; fiduciary duties; deadlock; dissolution.
Shareholder Agreements: Voting arrangements; transfer restrictions; buy-sell rights; minority protections; liquidity events.
Founder Agreements: Equity allocation; vesting; roles; decision rights; intellectual property assignment; founder departures.
Partnership Agreements: Management authority; allocations; duties; transfers; withdrawal; dissolution.
Buy-Sell Agreements: Triggering events; valuation; purchase procedures; funding; transfer restrictions.
Stock Purchase Agreements: Purchased shares; consideration; representations; covenants; indemnification; closing mechanics.
Membership Interest Purchase Agreements: Purchased interests; required consents; representations; indemnification; closing.
Asset Purchase Agreements: Purchased assets; assumed liabilities; allocation; transition; representations; closing.
Joint Venture Agreements: Contributions; governance; economics; exclusivity; intellectual property; exit rights.
Subscription Agreements: Private issuance terms; investor representations; conditions to closing.
Advisory Agreements: Services; cash or equity compensation; confidentiality; intellectual property; term; termination.
Master Services Agreements: Baseline commercial terms governing recurring services and related statements of work.
Statements of Work: Scope; deliverables; milestones; acceptance; fees; dependencies; change control.

Business Operations & Commercial Relationships

Consulting Agreements: Scope; compensation; deliverables; expenses; intellectual property; conflicts; termination.
Independent Contractor Agreements: Classification-sensitive terms; services; compensation; confidentiality; intellectual property ownership; indemnity.
Employment Agreements: Duties; compensation; incentives; confidentiality; termination; post-employment obligations.
Proprietary Information and Invention Assignment Agreements: Confidentiality; invention assignment; prior inventions; continuing obligations.
Confidentiality and Nondisclosure Agreements: Permitted use; exclusions; disclosure controls; duration; return or destruction; remedies.
Vendor and Supplier Agreements: Specifications; pricing; warranties; service levels; indemnity; insurance; termination.
Referral and Commission Agreements: Lead attribution; payment triggers; exclusions; reporting; audit; post-termination commissions.
Sales Representative Agreements: Appointment; territory; exclusivity; commissions; authority; expenses; termination.
Business Management Services Agreements: Delegated administrative or operational functions; authority; fees; standards; reporting; termination.
Sales, Reseller and Channel Partner Agreements: Territory; channel rights; pricing; sales targets; marketing; intellectual property use; termination.
Software-as-a-Service Agreements: Subscription scope; service levels; data rights; security; warranties; indemnity; termination.
End-User License Agreements: License scope; restrictions; ownership; disclaimers; liability limitations; termination.
Settlement and Release Agreements: Payment; releases; confidentiality; non-disparagement; enforcement; continuing obligations.

Film, Television & Production

Talent Agreements: Services; compensation; exclusivity; options; approvals; publicity; credit; use rights.
Film and Television Producer Agreements: Producing services; fees; contingent compensation; credit; approvals; delivery obligations.
Writer Agreements: Writing services; drafts and rewrites; compensation; rights; credit; options; delivery.
Director Agreements: Directing services; compensation; consultation or approval rights; credit; publicity; delivery.
Crew Deal Memos and Production Personnel Agreements: Position-specific services; rates; work conditions; intellectual property; confidentiality; termination.
Production Services Agreements: Scope; budget; delivery; ownership; insurance; indemnity; third-party clearances.
Co-Production Agreements: Financing; production responsibilities; ownership; distribution; accounting; control.
Loan-Out Agreements: Engagement through a services entity; inducement; personal-service commitments.
Option and Purchase Agreements: Option and acquisition terms for literary, life-story, format, or other underlying rights.
Shopping Agreements: Limited authority to present and package specified rights without transferring ownership.
Life Rights Agreements: Access; cooperation; portrayal rights; releases; exclusivity; publicity.
Location Agreements: Access; filming rights; property use; restoration; insurance; indemnity; releases.

Creator, Social Media & Live Engagements

Creator Agreements: Creation and delivery of specified content; compensation; ownership or license; approvals; attribution; reuse.
Social Media Partnership Agreements: Campaign deliverables; posting requirements; exclusivity; disclosures; analytics; usage rights; cancellation.
Collaboration and Co-Creator Agreements: Contributions; ownership; creative control; credits; revenues; exploitation; separation.
Endorsement and Name, Image and Likeness Agreements: Services; publicity rights; exclusivity; approvals; compensation; morality; termination.
Appearance Releases: Consent to record and exploit name, likeness, voice, performance, and biographical material.
Materials and Submission Releases: Non-confidential submission terms; independent-development protections; waivers; remedies.
Podcast Host, Guest and Production Agreements: Services; recording and exploitation rights; editorial control; credit; compensation; promotion.
Live Appearance and Event Agreements: Performance obligations; fees; travel; technical requirements; recording; cancellation; force majeure.
Product Placement and Brand Integration Agreements: Placement obligations; approvals; category exclusivity; use rights; deliverables; consideration.

Music, Representation & Intellectual Property

Artist and Personal Manager Agreements: Scope of representation; exclusivity; commissions; expenses; key-person terms; post-term commissions; termination.
Talent Agency Agreements: Procurement and representation authority; exclusivity; commissions; term; approvals; termination.
Music Producer Agreements: Services; producer fee; royalties or points; ownership; credit; delivery; samples; approvals.
Recording Agreements: Recording commitments; options; advances; royalties; master ownership; exclusivity; delivery; accounting.
Music Distribution Agreements: Distribution channels; territory; term; delivery; fees or revenue share; metadata; accounting; takedown.
Music Publishing Agreements: Grant; administration; songwriter services; advances; royalties; accounting; reversion.
Songwriter Collaboration and Split Agreements: Authorship shares; ownership; administration; credits; approvals; accounting.
Composer Agreements: Composition and scoring services; compensation; ownership or licensing; credit; delivery; soundtrack rights.
Synchronization and Master Use Licenses: Audiovisual use of compositions and sound recordings; media; territory; term; fee.
Content and Intellectual Property Licensing Agreements: Licensed rights; media; territory; term; sublicensing; restrictions; fees; attribution.
Work-Made-for-Hire and Intellectual Property Assignment Agreements: Ownership of commissioned works; fallback assignment; moral-rights waiver; delivery.
Copyright Assignment Agreements: Transfer of identified copyright interests; representations; further assurances; recordation support.
Trademark and Merchandise License Agreements: Licensed properties; quality control; approvals; royalties; reporting; audit; sell-off; termination.

Representative agreements only. Engagement is subject to conflicts review and a written agreement.