1. The “Company” means THINKTANK SOCIAL PTY LIMITED (ACN 153 923 687) of Level 8, 1341 Dandenong Road, Chadstone, Victoria 3148
The Athlete appoints the Company to represent the Athlete and provide the services set out in this agreement on a sole and exclusive worldwide basis (Services), subject to the terms of this Agreement.
3 Company Obligations
3.1 In consideration of payment by the Athlete of the Fees set out in clause 5, the Company agrees to:
(a) provide the Services in a lawful manner in accordance with the instructions of the Athlete;
(b) develop maximize and advocate the Athlete’s brand and appeal whilst providing the Services;
(c) To represent the Athlete, including throughout the negotiation and performance of contracts in order to enhance the Athlete’s profile;
(d) develop negotiate and administer all income-producing activities and opportunities which the Company makes available to the Athlete arising from the Athlete’s name, image, likeness, fame, voice or reputation;
(e) establish and maintain, throughout the Term, and for a period of not less than two years after the expiry of the Term, a comprehensive file and/or record of all Services performed during the Term, including but not limited to notes and memoranda regarding contract negotiations, fee and representation agreements, Athlete agreements and to deliver same to the Athlete within 30 days of being requested to do so in writing; and
(f) to disclose all material facts to the Athlete which relate to the subject of the Athlete’s contract negotiations arising from or associated with the Services and to disclose any information to which the Company may become privy to, which could be relevant to the well-being of the Athlete.
3.2 The company will disclose the existence of any arrangement by which the Company is entitled to receive money, commission, fees or other benefits from a third-party in relation to the Services provided to the Athlete or in respect of any recommendation, endorsement or referral of the third-party to the Athlete by the Company.
3.3 The Company agrees not to engage in any other activity which creates conflict of interest with
the effective representation of the Athlete, without discussing the conflict of interest with the Athlete and gaining his or her written consent to such conflict
3.4 The Company will provide to the Athlete on the expiry of the term of this agreement, an itemized statement covering setting out all fees charged to the Athlete and any expenses incurred in connection with any Services performed under this Agreement.
3.5 The Company agrees it will maintain professional indemnity insurance for the duration of the Term of this Agreement.
4.1 The Athlete will pay to the Company the Fees in accordance with clause 5.
4.2 The Athlete agrees to:
(a) do all things reasonably necessary in order for the Company to provide the Services;
(b) play or compete to the best of his or her ability in all formats in which the Athlete is selected to participate, unless medically unfit to play or compete, or unless retired;
(c) do everything reasonably necessary to obtain the best possible physical condition and not engage in hazardous or recreational activity which may affect the Athlete’s ability to perform his or her obligations under this Agreement;
(d) maintain reasonable medical insurance cover on his or her behalf for the duration of this Agreement;
(e) direct all marketing or promotional offers made to the Athlete to the Company for negotiation where this Agreement provides for the exclusive provision of such Services relating to procuring marketing and promotional opportunities for the Athlete;
(f) do all things reasonably necessary for the Company to promote its business including, but not limited to, allowing the Company to use the Athlete’s image on its website and its marketing materials, participating in promotional and marketing activities, and undertaking speaking engagements; and
(g) disclose all income received by the Athlete relating to the Services, including copies of corresponding agreements and on request, bank statements, bank deposits, and receipts.
5. Payment of Fee
5.1 The obligation of the Athlete to pay the Fee is subject to the Company performing its obligations required under this Agreement.
5.2 The Fee shall be the amounts referred to in the accompanying agreement including any commission to which the Company is entitled.
5.3 Any commission to which the Company is entitled shall be calculated at the rate referred to in any agreement with the Company and shall be on all gross income received by the Athlete from any marketing, promotional, endorsement or sponsorship contracts or similar arrangements entered into by the Athlete with brand sponsors or marketing partners introduced to the Athlete by the Company during the term of that agreement regardless of whether such income is received during or after the expiration of the term of that agreement.
5.4 The payment of the Fee by the Athlete shall be made by the Athlete to the Company:
(a) within 14 days of the date of the Company providing an invoice to the Athlete for providing any Fixed Fee service; or
(b) in such other manner as agreed by the parties in writing.
5.4 The payment of any Commission Fee shall be made to the Company:
(a) by the Company withholding the applicable amount within 14 days of receipt of the Company receiving any income on the Athlete’s behalf in connection with a Commission Fee; or
(b) by the Athlete paying the applicable amount within 14 days of receipt of the Athlete receiving any income in connection with a Commission Fee; or
(c) in such other manner as agreed by the parties in writing.
5.5 For the avoidance of doubt, any income received by the Company and due to the Athlete in accordance with this Agreement will be paid to the Athlete within 14 days of receipt of the Company receiving such income, unless such other manner is agreed by the parties in writing.
6. Athlete Referral Fee
6.1 In the event that the Athlete refers another athlete (Referred Athlete) to the Company and the Referred Athlete enters into an agreement with the Company, the Athlete will be entitled to receive a one-off referral fee being an amount equivalent to 5% percent of the first invoice issued by the Company to the Referred Athlete for services provided by the Company (Referral Fee).
6.2 Payment of the Referral Fee by the Company to the Athlete will be in a manner as agreed by the parties in writing.
7. Intellectual Property & Data Collection
7.1 In this clause 7, intellectual property means intellectual property rights of any kind, including the following rights:
(a) patents, copyright, registered and unregistered designs, moral rights, registered and unregistered trademarks, service marks, trade names and any right to have confidential information kept confidential; and
(b) any application or right to apply for registration of any of the rights referred to in 7.1(a), (Intellectual Property).
7.2 The Company agrees that on payment of a fee by the Athlete to the Company for any Service contemplated in this Agreement or otherwise carried out by the Company for the Athlete for a fee, it will assign to the Athlete all future rights regarding any Intellectual Property which may be acquired by the Company in carrying out its obligations to the Athlete, so title as to the Intellectual Property for material created vests absolutely with the Athlete.
7.3 The Athlete consents to the Company collecting any information from the Athlete that is reasonable in order for the Company to adequately carry out its obligations and Services as contemplated or within the purview in this Agreement (Data Collection).
7.4 The Athlete agrees that such Data Collection will be the exclusive property of the Company for the purpose of use in any analytical platform created by the Company.
7.5 For the avoidance of doubt, the Company agrees that the Data Collection of personal records of the Athlete will remain confidential and private in accordance with the Privacy Act 1988 (Cth) (if applicable).
8.1 Where the Athlete is in material default of his or her obligations under this Agreement and such default is not remedied within fourteen (14) days of the Athlete receiving written notice from the Company of such default, the Company may terminate this Agreement upon providing written notice to the Athlete. Termination in this manner shall not exclude the obligation of the Athlete to pay the Company the Fee the Company is duly entitled to under clause 5 of this Agreement for the Term.
8.2 Where the Company is in material default of his or her obligations under this Agreement and such default is not remedied within fourteen (14) days of the Company receiving written notice from the Athlete of such default, the Athlete may terminate this Agreement upon providing written notice to the Company. Following termination in this manner, the Company shall forfeit the right to receive any further fees and shall refund a pro-rata proportion of any advance fee payment made.
8.3 Notwithstanding the provisions of clauses 8(a) and 8(b), the Company may terminate this agreement within the first 90 days of the Term by giving 14 days notice in writing to the Athlete.
8.4 After expiry of the first 90 days of the Term either party to this Agreement may terminate this Agreement without cause before the completion of the term by giving 90 days notice in writing to the Athlete. Termination by:
(a) the Athlete in accordance with this clause shall not exclude the obligation of the Athlete to pay the Company the Fees the Company is duly entitled to under clause 5 of this Agreement for the Term; and
(b) the Company in accordance with this clause which shall result in the Company not being entitled to receive any further fees and require the Company to refund a pro-rata portion of any advance fee payment received as it relates to the period post termination.
9.1 The parties agree that if any provision of this Agreement is too wide to be enforced, it shall be enforceable to the full extent that law allows it to be read down or severed accordingly.
9.2 If for any reason any portion of this Agreement is determined to be illegal, unlawful or unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect and the Agreement shall continue as if the illegal, unlawful or unenforceable provisions were not contained herein.
This Agreement may not be released, discharged, abandoned, changed or modified in any manner except by an instrument in writing signed by the parties
11 Professional Indemnity Insurance
The Company agrees to maintain Professional Indemnity Insurance during the Term of this Agreement.
The Company and the Athlete agree that the terms of this agreement are confidential and except for any disclosure requirements otherwise required by law, each party agrees to maintain the confidentiality of the terms of this Agreement and not to disclose the same to any person.
The law applicable to this agreement shall be the law of the Victoria and the parties submit to the non exclusive jurisdiction of the courts of Victoria.