Multiple Rights Management and Representation Agreement

By filling in and submitting the form titled "Lost Team Admission" found at www.lostmedia.co.uk/lostteam you hereby agree to the following conditions in full effect without limitation.

It is hereby understood that information you submit on the aforementioned form shall be used to assign and officiate this Agreement.

Parties: Consultant and Client.
 

This Multiple Rights Management and Representation Agreement, dated _____ ("Effective Date") is between: LOST MEDIA LTD (the “Consultant”), a company registered in England under company number 12583695 whose registered office is at 66 Queen Elizabeth’s Drive, London, N14 6RD, United Kingdom and ___________________ (the “Client”), of address ____________________________________________________________________________.
 

1| Term

Client hereby engages Consultant as (i) their sole representative and Content Label regarding Twitch ("Twitch Representation") and their non-exclusive representative and Content Label regarding their career as a Content Creator ("Non-Twitch Representation")  for an indefinite Term from the effective date.

2| Consultant’s Services

Consultant hereby agrees to (in respect of its Twitch Representation and Non-Twitch Representation):

  1. Represent and advise Client on matters relevant to Client’s career as a Content Creator;

  2. Negotiate conditions including but not limited to employment, sponsorship or affiliation which are relevant to Client’s career as a Content Creator.

  3. To make payable a fee as defined in Clause 4 from Consultant to Client for Client’s participation in any and all sponsorships, brand deals, tie-ins, endorsements or affiliate deals brokered by Consultant on behalf of Client.

  4. To operate and access Client’s Twitch account and all other social media or email directories created or otherwise used during the Term in regards to Client’s career as a Content Creator. Notwithstanding the foregoing, for the avoidance of doubt, Consultant shall not access any accounts or email directories used by Client for personal use and any other business purposes outside the scope of this Agreement.

  5. To consult, coach and facilitate Client to live stream on platforms including but not limited to Twitch and Exclusive Content platforms including but not limited to Patreon. 

  6. Become hereby irrevocably authorised and appointed as Client’s true and lawful agent and attorney-in-fact for the duration of the Term to do everything that such a party is lawfully empowered and authorised to do on behalf of a principal; provided that such matters are directly related to Client's career as a Content Creator.

Consultant is not required to render any exclusive services to Client or devote his or his associate’s entire time to Client’s affairs. Client hereby recognises that Consultant shall represent and offer similar services to other Content Creators whose careers and interests may be in competition with Client. Consultant shall act in accordance with Clause 2 to the best of their judgement in the instance that such conflicts of interest arise. 

3| Client Obligations

Client hereby agrees to (in respect of its Twitch Representation and Non-Twitch Representation):

  1. Be hereby (i) exclusively managed and represented by Consultant for live broadcasting, live streaming and subscriptions service platforms including but not limited to Twitch and (ii) for Consultant to non-exclusively represent and furnish Client’s career as a Content Creator without limitation including but not limited to TikTok, YouTube, Instagram Patreon and OnlyFans.

  2. Client agrees to engage Consultant in all negotiations including but not limited to sponsorships, collaborations, employment, affiliations and endorsements which are relevant to Client’s career as a Content Creator in respect to its Twitch Representation without limitation. Notwithstanding the foregoing, for the avoidance of doubt, Client shall not be obliged to enter into any such arrangements and is entitled to give notice to Consultant of certain arrangements or parties Client does not wish to enter into negotiations with. 

  3. Client agrees to cooperate with Consultant on all matters directly and indirectly related to Client’s career as a Content Creator without limitation.

  4. Client agrees to showcase their participation and representation by Consultant via Twitch account biographies and Twitch-team participation without limitation; Client agrees to showcase their participation and representation by Consultant in all other social media account biographies and via publication tags and mentions where relevant at the sole discretion of Client.

  5. Client agrees to support and promote Team Mates via methods including but not limited to social media shout-outs, Twitch raids and tagging Team Mates in posts where applicable.

  6. Client hereby accepts their own sole responsibility to abide by any and all terms of service, terms and conditions, or other form of agreement, in which they undertake to utilise platforms including but not limited to Twitch, Instagram, Tiktok, Twitter, YouTube, Patreon and any other website or platform to avoid any circumstance in which they are temporarily or permanently banned or removed from the platform and therefore subsequently losing their influence on said platform.

  7. Client hereby accepts that this Agreement is only for the benefit of Consultant and Client. Client shall not assign this Agreement to any third-party or business created by the Client during the Term.

  8. Client warrants and represents to Consultant that he/she has the full right, power and authority to enter into and perform Client’s Obligations under this entire Agreement which shall constitute lawful, valid and binding obligations in accordance with the Term, in full without limitation.

4| Commission

Consultant is due a commission of ten percent (10%) of gross revenue for any monies paid to Client during or after the Term for activities including but not limited to sponsorships, endorsements or employment which were negotiated in part or in full (or where all material commercial terms have been agreed) by Consultant during the Term of this Agreement without limitation; all monies which are sourced in part or in full by Consultant’s services stated herein will supersede the termination of this Agreement without expiration unless agreed by both parties with written consent.

5| Accounting

  1. Client hereby acknowledges their sole responsibility for the calculation, declaration and payment of any applicable taxes to the relevant authority. Client understands that Consultant does not offer financial services to Client.

  2. Client hereby agrees to hold in trust any monies due to Consultant, if Client is paid directly by entities including but not limited to employers or sponsors during the term.

  3. Client shall account to Consultant within thirty days after the close of each one calendar month period specifying all gross income received by Client on behalf of Consultant, describing the source thereof in its entirety. Such accounting shall be accompanied by a payment to Consultant of the net sum shown to be due to Consultant for the applicable accounting period. 

  4. Consultant shall account to Client within thirty days after the close of each one calendar month period specifying all gross income & net profit received by Consultant on behalf of Client, describing the source thereof in its entirety and specifying all deductions and payments to third parties made therefrom, including, but not limited to, all expenses incurred and expended on behalf of Client. Such accounting shall be accompanied by a payment to Client of the net sum shown to be due to Client for the applicable accounting period.

6| Intellectual Property and Copyright. 

  1. Each party shall retain ownership of their own intellectual property; any intellectual property which is conceived in partnership shall be shared equally during and after the Term unless otherwise agreed in writing. Consultant shall not withhold consent to Client being provided with and using jointly owned intellectual property upon reasonable request.

  2. Client hereby grants to Consultant (i) an exclusive royalty free, worldwide, and nontransferable, non-assignable, right and licence during the Term, to use, reproduce, publish, perform, display and distribute all or any portion of any such Client's Content, Client's name, approved images and approved likeness in connection with Twitch and (ii) a non-exclusive, royalty free, worldwide, and nontransferable, non-assignable, right and licence during the Term, to use, reproduce, publish, perform, display and distribute all or any portion of any such Client's Content, Client's name, approved images and approved likenesses, in connection with Consultant and Consultant’s platforms on the condition that said exploitation is of benefit to Client’s career as a Content Creator and does not conflict with Client’s brand, legal or moral obligations.

7| Termination

Following ninety days prior to expiry of the Initial Term, Client may terminate this Agreement at any time by serving no less than ninety (90) days written notice of termination to the other Party. Consultant withholds the sole right to terminate Twitch Representation at any time during the Term and revoke Client’s admission into the LostTeam..

8| Representation

Client hereby agrees to supplant all previous agreements, deals and contractual obligations with any representatives, agencies, employers or exploiters of Client’s talent and services which conflict with the conditions of this Agreement. Any and all obligations remain the sole responsibility of Client and do not engage Consultant with any connection therein without exception.

9| Indemnification

Both parties in this Agreement shall defend, indemnify, and hold harmless the other against any claims, causes of action, costs, expenses (including reasonable attorney’s fees), liabilities, or damages suffered by either party and arising out of or in connection with any negligent act or omission, intentional misconduct, or breach of this Agreement.

10| Arbitration and Remedies

  1. Under the circumstance that either party breaches the conditions herein, a thirty day grace period shall be enacted in which the perpetrating party shall cure the breach. If no attempt is made to cure a breach, or an attempt fails,  the other party may end the agreement within notice given to the breaching party. A waiver of any breach shall not waive a prior or subsequent breach.

11| Non-Disclosure Agreement and Data Protection.

  1. Client and Consultant undertake not to use any sensitive or personal information disclosed by the other party, without first obtaining the written agreement and consent of the other party. Both parties undertake to keep any sensitive or personal information disclosed by the other party secure and not to disclose it to any third party except for relevant legal counsel who are also bound to the conditions herein.

  2. All personal data either party may use will be secure and held in accordance with the provision of the UK Data Protection Act 2018 under the GDPR and both party’s rights under the GDPR.

12| Definitions

  1. Content Creator: an entity which produces multimedia including but not limited to any and all text, audio, video, images, graphics and combinations therein which are used in all services, activities and performing rights in areas such as live streaming, social media, visual and/or audio recordings and reproductions, on-demand television production, subscription services, (including but not limited to Twitch and Onlyfans), as well as services performed in public or private performances in any and all venues or premises, such as concerts, modelling, dancing, photography, makeup artistry, gaming, e-sports; participation in television commercials, commercial merchandising, endorsements and tie-ins; the sale, lease or other disposition and utilisation of brand (Client merchandise); other media of the creative or amusement arts now or hereafter known in which Client participates in and from which Client derives compensation, directly or indirectly. This definition excludes any multimedia created independently or outside the scope of this Agreement.

  2. Content Label: a company meaningfully engaged in the business of developing, producing, distributing, and/or otherwise exploiting any form of multimedia created by Client as well as private or public performances, without limitation. This includes but is not limited to social media posts, pictures, images, photographs, videos, audio recordings, Exclusive Content, private or public performances and any digital designs or artworks.

  3. Team Mates: fellow Content Creators who are under Consultant’s jurisdiction and have signed a contractual agreement with Lost Media Ltd.

  4. LostTeam: a name associated and given to the collective of Content Creators under Consultant’s jurisdiction.

  5. Exclusive Content: Any product, service, performance or multimedia production created for the purpose of merchandising for customers, fans, viewers and followers of Client, who after purchasing the Exclusive Content will be granted access to consume the content or services via paywall functions, including but not limited to platforms such as OnlyFans.

13| Miscellaneous

This Agreement contains the entire understanding of the parties as to the subject matter hereof, and all prior Agreements as to such subject matter have been merged herein. If any provision of this Agreement is invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement may not be altered in any way except by an instrument signed by the parties. Failure of either party to comply with the terms and conditions of this agreement shall not be deemed a waiver of such terms and conditions at any subsequent time. This Agreement may be signed in counterpart (and/or facsimile and/or PDF), each of which shall be deemed an original, but all of which together shall constitute the Agreement. All notices, accountings, and payments from either party must be in writing and delivered either personally, by certified mail, or by email as follows: 

  1. To Consultant : Mr. Jonathan Paul Fereday, Lost Media Ltd, 66 Queen Elizabeth’s Drive, London, N14 6RD, United Kingdom. Email: jono@lostmedia.co.uk.

  2. To Client: The Client.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date above by their respective officers thereunto duly authorized.