TES Exclusive Management Agreement

TES EXCLUSIVE MANAGEMENT AGREEMENT (REVISED) Purpose TES Creators LLC ("TES" or "Agency") is a boutique creator management agency specializing in connecting creators with brand partnerships, sponsorships, and paid collaborations. This Agreement establishes an exclusive relationship between TES and the Creator, under which TES shall manage, represent, and negotiate opportunities on the Creator's behalf. Term 2.1 This Agreement shall commence on the Effective Date and remain in full force for twelve (12) months, unless terminated earlier in accordance with Section 9 (Termination). 2.2 The Agreement shall automatically renew for successive one-year periods unless either Party provides thirty (30) days' written notice of intent not to renew prior to the end of the current term. Exclusivity 3.1 The Creator appoints TES Creators as their exclusive representative for all business inquiries, brand collaborations, sponsorships, paid partnerships, and related negotiations during the Term. 3.2 The Creator shall not engage or authorize any other agency, manager, or representative to perform similar services during the Term. 3.3 The Creator shall direct all brand, PR, and partnership inquiries to TES Creators and refrain from directly negotiating, accepting, or rejecting any offers without TES Creators' written consent. 3.4 TES Creators shall have the exclusive right to negotiate all deals, campaigns, and collaborations on behalf of the Creator. Commission and Payments 4.1 TES Creators shall receive a commission on all gross compensation, fees, royalties, or other consideration received by or on behalf of the Creator for any opportunity secured, negotiated, managed, or facilitated by TES Creators during the Term of this Agreement. 4.2 Commission shall be calculated as follows: a) Twenty percent (20%) on campaigns or engagements with total gross compensation under One Thousand Two Hundred U.S. Dollars ($1,200 USD); and b) Twenty-five percent (25%) on campaigns or engagements with total gross compensation equal to or exceeding One Thousand Two Hundred U.S. Dollars ($1,200 USD). 4.3 The commission structure reflects the varying scope, complexity, negotiation demands, and strategic involvement required for higher-value campaigns. 4.4 All payments from brands, agencies, or third parties for work performed under this Agreement shall be made directly to TES Creators. 4.5 TES Creators will deduct the applicable commission and remit the remaining balance to the Creator within fifteen (15) business days after payment is received. 4.6 If a brand or third party mistakenly sends funds directly to the Creator, the Creator shall immediately notify TES Creators and remit TES Creators' applicable commission within five (5) business days of receipt. 4.7 TES Creators' commission shall also apply to: – Any renewals, extensions, or modifications of campaigns initiated during the Term; and – Any ongoing work resulting from introductions or negotiations facilitated by TES Creators within six (6) months after termination of this Agreement. Creator Obligations & Performance Standards 5.1 The Creator agrees to maintain professionalism, punctuality, and brand alignment in all deliverables and communications. 5.2 The Creator shall maintain active and consistent social media presence and posting schedule, including but not limited to: a) Posting content at least 1 post weekly on primary social media platform(s) b) Maintaining engagement rate consistent with industry standards for their niche and follower count c) Actively responding to audience comments and messages d) Not allowing extended periods of inactivity (more than 14 consecutive days without posting) 5.3 The Creator shall provide TES Creators with all requested information (analytics, insights, follower data, engagement metrics, deliverables, etc.) necessary to secure and execute campaigns. TES reserves the right to monitor analytics regularly. 5.4 The Creator shall include TES contact information (tescreators.com email or handle) prominently in the bio of their primary social media platform(s) for the duration of this Agreement. 5.5 The Creator shall redirect any brand outreach received on personal email or direct messages to TES Creators within 24 hours so TES may manage communication and negotiations. 5.6 The Creator shall notify TES immediately of any brand outreach or collaboration inquiry. 5.7 The Creator shall deliver agreed-upon content to brands by deadlines and follow all usage rights or brand requirements as negotiated. 5.8 The Creator shall promptly submit tax documentation and comply with applicable reporting requirements. 5.9 The Creator acknowledges that failure to meet performance standards outlined in Section 5.2 may result in termination of this Agreement at TES's discretion. TES Creators' Obligations 6.1 TES Creators agrees to use best efforts to secure brand partnerships and sponsorship opportunities consistent with the Creator's niche, values, and audience, provided the Creator meets the performance standards outlined in Section 5.2. 6.2 TES Creators shall handle all brand negotiations, invoicing, and payments on behalf of the Creator. 6.3 TES Creators shall provide guidance, representation, and support to help the Creator strengthen brand positioning and long-term marketability. 6.4 TES Creators shall disburse all collected funds to the Creator within fifteen (15) business days after receipt, less applicable commission. 6.5 TES Creators' obligation to actively pitch and pursue opportunities is contingent upon the Creator maintaining the performance standards set forth in Section 5.2. If performance standards are not met, TES may reduce or suspend active pitching efforts. Intellectual Property & Usage Rights 7.1 Unless otherwise stated in a brand contract, the Creator retains ownership of their original content. 7.2 TES Creators may use the Creator's name, likeness, and limited content snippets for promotional use on its website, social media, and marketing materials. 7.3 All brand agreements negotiated through TES shall be reviewed by TES and signed by the Creator only after TES's approval. Confidentiality Both Parties agree to maintain strict confidentiality regarding all business, financial, or strategic information shared during this Agreement. Disclosure is prohibited without prior written consent, except where required by law. Termination 9.1 This Agreement may be terminated under the following circumstances: a) BY EITHER PARTY at the end of the initial twelve (12) month Term, with thirty (30) days' written notice of non-renewal. b) BY TES CREATORS AT ANY TIME, WITH OR WITHOUT CAUSE, including but not limited to: - Inactivity: Creator fails to post regularly (fewer than 3 posts per week for more than 4 consecutive weeks) - Poor Metrics: Creator's engagement rate falls below industry standards or drops significantly without improvement trajectory - Failure to Maintain Presence: Creator removes TES contact information from bio or fails to redirect brand inquiries - Non-Cooperation: Creator fails to provide requested analytics, ignores communications, or fails to comply with Creator Obligations - Breach of Agreement: Creator engages with other managers/agencies, directly negotiates brand deals, or violates confidentiality - Low Placement Success: After a reasonable effort period (90+ days), TES is unable to secure brand partnerships due to Creator's metrics or audience alignment - At TES's sole discretion: If TES determines the partnership is not productive or aligned with TES's portfolio goals TES may terminate with written notice to the Creator. Notice period is not required for cause-based terminations, though TES may provide notice as a courtesy. c) IMMEDIATELY BY TES CREATORS in cases of: - Fraud, misconduct, or violation of law - Breach of confidentiality or non-compete obligations - Harassment, defamation, or conduct that damages TES's reputation - Unauthorized negotiation or acceptance of brand deals without TES consent 9.2 The Creator may terminate only at the end of the initial twelve (12) month Term or any subsequent renewal period, with thirty (30) days' written notice. Early termination by the Creator may be subject to penalties or breach claims at TES's discretion. 9.3 Upon termination for any reason: - Any ongoing or pending campaigns negotiated by TES shall remain subject to TES's commission until completion - Creator shall remove all TES branding and contact information from social media within 48 hours - All confidential information shall be returned or destroyed - Any unresolved commissions remain due within 15 business days Independent Contractor Relationship Nothing in this Agreement shall be interpreted to create an employer-employee or joint venture relationship. The Creator operates as an independent contractor, responsible for all applicable taxes, insurance, and compliance with local laws. Governing Law, Jurisdiction, and Data Protection This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to conflict of law principles. Any dispute, claim, or legal proceeding arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of New Jersey, USA, unless otherwise resolved through mutually agreed-upon arbitration. The Creator acknowledges that they are entering this Agreement with a U.S.-based company and consent to the enforcement of this Agreement under U.S. law. TES Creators will handle all Creator data in compliance with applicable privacy and data protection laws, including GDPR where relevant. Entire Agreement This document constitutes the entire understanding between the Parties and supersedes all prior agreements or communications. Any amendment must be in writing and signed by both Parties.