Representative Agreements
Agreements that structure ownership, allocate risk, protect rights, and move the business forward.
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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.
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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.
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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.
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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.
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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.
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This list is representative of the agreements Keller Morgan may advise on, negotiate, draft, review, or structure across business, entertainment, media, music, and intellectual property matters.
Every engagement is subject to conflicts review and a written agreement.