ARTIST MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into on the 18thday of July 2021; by and between
Mr. Rolando Corral, 25 years old, with official business address at 1234 Legazpi City,
herein referred to as the ARTIST
and
Mr. Jose Baranda, Jr., 25 years old, with official address at 5678 Legazpi City, herein
referred to as the MANAGER.
WITNESSETH:
WHEREAS, the ARTIST desires to engage MANAGER to represent the ARTIST, and to
render services to the artist as its exclusive personal manager, representative, and advisor,
in all of the artist’s affairs in the entertainment industry,
WHEREAS, the MANAGER accepts to render advice, counsel, and represent the ARTIST in
its various engagements in the entertainment industry;
NOW, THEREFORE, in consideration of the mutual agreement contained herein, the parties
agree as follows:
CHAPTER 1
Definition of Terms

Ártist’s affairs shall refer to Artist’s career in the acting, music recording, music
performance, music video, television and radio guesting, commercials, endorsements, mall
tours, and concerts.

CHAPTER II
Services and Responsibilities of the Manager

Manager hereby agrees to advice and counsel the artist regarding the artist’s affairs and
career in the entertainment industry, and to provide due diligence for the promotion,
development and advancement of the artist’s career.

The services of the manager are not exclusive to the artist hence the manager shall not be
prohibited to provide similar services to other artists during the entire duration of the
contract.

CHAPTER III
Rights and Authorities of the Manager

The Manager is authorised to engage in various agreements from other companies or

television networks relative to product endorsements, commercials, music recording deals,
movie and teleserye contracts, movie promotions, radio and television guestings, and other
activities concerning the development and advancement of the artist’s career.

The Artist shall inform the Manager for all the offers that the artist received which is relative
to his career in the entertainment agency. The Artist shall be prohibited to engage in any
contracts without the knowledge and permission of the Manager.

CHAPTER III
Term

This agreement shall be enforced for four (4) years upon the signing and acknowledgement
by both parties, unless this Agreement is terminated before its expiration date, or in
accordance with the provisions hereof.

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On the 31st day of the final month of the original term, or any subsequent terms, this
Agreement will automatically renew for a period of one (1) year unless either or both party
opted not to renew the agreement by providing the other party or both parties a written
notice on or before thirty (30) days prior to the expiration of the original term or any
subsequent terms.

CHAPTER IV
Accounting and Compensation

1.   As compensation for the services to be rendered hereunder, the Manager shall

receive from the Artist (or shall retain from the Artist's gross monthly earnings) at
the end of each calendar month during the term hereof or any renewal, a sum of
money equal to TWENTY PERCENT (20%) of the Artist's gross monthly earnings
(plus any applicable taxes) and the Artist hereby assigns to the Manager an
interest in such earnings to the extent of said percentage.

2.   The term "gross monthly earnings" as used in this agreement, refers to the total of
all earnings, whether in the form of advances, salary, bonuses, royalties, interest
percentages, share of profits, merchandise, share in ventures, products, properties,
or any other kind or type of income which is reasonably related to the Artist's career
in the entertainment, amusement, music recording, songwriting, music publishing,
live performance, personal appearances, motion picture, television, radio, literary,
theatrical and advertising fields, in which the Artist's artistic talents are developed
and exploited, received from any person, firm or corporation on the Artist's behalf,
less the following exclusions:

      (i)   production costs of Artist's master recordings and audiovisual works;

      (ii)   tour support payments paid out by a third party record company;

         

      (iii)   fees, advances, royalties and other payments paid to third parties
including, without limitation, record producers, audiovisual work
producers and directors;

      (iv)   independent promotion costs paid by a third party record company;

bona fide third party costs incurred in connection with motion picture
and television synchronization licenses;

      (v)   that portion of Artist's income from any motion picture or television
package which is payable in commissions to a talent agent or is
otherwise payable to third parties as part of the cost of production;

      (vi)   any monies payable by Artist for reasonable "sound and lights" or
opening acts in connection with live engagements;

      (vii)   monies payable to Artist as bona fide "per diems"; and

      (ix)   any income derived by Artist from any business investments,

entrepreneurial activities or other non-entertainment related activities.

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3.   The compensation agreed to be paid to the Manager shall be based upon gross
monthly earnings of the Artist accruing to or received by the Artist

    a)   during the term of this agreement or any renewal; or

    b)   after the termination of this agreement or the expiration of the term or any
renewal

    where gross monthly earnings result from any services performed by the Artist
during the term hereof or any renewal; or as the result of any contract negotiated,
or substantially negotiated, during the term hereof and any renewal, extension or
modification of this agreement.

4.   After the termination of this agreement or the expiration of the term and continuing
for a period of one (1) year thereafter; the Artist will continue to pay the Manager
ten (10%) of gross monthly income as defined herein.

5.   In the event that the Artist forms a corporation during the term hereof for the
purpose of furnishing and exploiting the Artist's artistic talents, the Artist agrees that
said corporation shall offer to enter into a management contract with the Manager
identical in all respects to this agreement (except as to the parties thereto). In the
event that the Manager accepts such offer, then the gross monthly earnings of
such corporation prior to the deduction of any corporate income taxes and of any
corporate expenses or other deductions shall be included as a part of the Artist's
gross monthly earnings as herein defined, and any salary paid to the Artist by such
corporation shall be excluded from the Artist's gross monthly earnings for the
purpose of calculating the compensation due to the Manager hereunder.

6.   The Artist agrees that all persons, firms or corporations shall pay all gross monthly
earnings directly to the Manager and the Manager may withhold the Manager's
compensation and may reimburse itself from for any reasonable and receipted
fees, costs or expenses advanced or incurred by the Manager.

7.   The Artist specifically agrees to authorize and direct any and all persons, firms or
corporations from whom the Artist is owed any sums which are earned as gross
monthly earnings under this agreement to remit such sums directly to the Manager,
If the artist shall receive any such sums directly or indirectly, the Artist Shall hold
same trust as to the Manager’s share including expenses and shall remit the same
forthwith to the Manager. The Manager will collect and receive any and all monies
payable to the artist with respect to Artist’s professional career.

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8. Provided that the Manager has received all information required, the Manager will
compute all amounts payable to the Manager and the Artist and shall render a
statement of account along with payment as soon as practical after each of the
Artist's performances or other receipt of funds by the Manager on behalf of the Artist,
and in no event less than on a monthly basis.

9. The Manager agrees to maintain accurate books and records of all transactions
concerning the Artist, which books and records may be inspected or audited during
regular business hours by the Artist or her nominee upon reasonable notice to the
Manager and at the Artist's sole cost and expense. In the event of material
irregularity in the books or records, Artist shall be reimbursed for costs of audit and
Manager shall take steps to immediately correct the error.

CHAPTER V
Expenses and Loans

Artist shall be solely responsible for payment of all booking agencies, fees, union dues,
publicity costs, promotional or exploitation costs, traveling expenses and/or wardrobe
expenses and reasonable expenses arising from the performance by Manager of services
hereunder. In the event that Manager advances any of the foregoing fees, costs, or
expenses on behalf of Artist, or incurs any other reasonable expenses in connection with
Artist’s professional career or with the performance of Manager’s services hereunder, Artist
shall promptly reimburse Manager for such fees, costs, and expenses.

In loan cases, the ARTIST acknowledges and agrees that the MANAGER is not required to
make any loans or advances to or on behalf of the ARTIST, but in the event that the
MANAGER does so with the ARTIST's approval, the ARTIST agrees to repay such loans
and advances on demand.  At the end of every calendar year the MANAGER shall issue a
statement which ARTIST shall be required to acknowledge in writing concerning
outstanding loans or advances, provided the same is accurate and reduce into writings and
same shall be deemed accurate if ARTIST does not specify in detail objections in writing
within fifteen (15) days of it being received by ARTIST.

CHAPTER VI
Termination

A. ) The MANAGER may terminate this Agreement on no less than thirty (30) days written
notice to the Artist. In such event the Manager will compensate Artist for all services
performed and materials provided or procured to the date Artist receives the notice of
termination, together with reasonable expenses and prorated profit then due, unless the
parties agree otherwise in writing.
B.) This agreement is deem terminated by the death of artist or physical and mental
incapacitated to perform his obligation as artist. Whereas if the Maneger is deemed to be
unfit of doing his obligation the artist may choose to continiou the agreement or not the
agreement. Forthermore a change of Management the Artist may pronounce the agreement
fifteen (15) day written notice to the new maneger.

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C.) Any default in each and every term and condition of this Agreement is deemed to be a
material element of this Agreement for its termination. If either party fails or refuses to
perform according to the terms and conditions of this Agreement, it may be declared in
default or in termination thereof. A declaration of termination by either party must be made in
writing to the other party, describe how the allegedly defaulting party has failed to perform
according to the terms of this Agreement, and provide an opportunity for consultation with
the other party to review what steps may be necessary to cure the termination.

D.) In the event that the Manager determines that the Artist has substantially failed to fulfill
his/her obligations as provided in the agreement, the Manager will provide the Artist with
written notice within thirty (30) days detailing the specific obligations which the Manager
claims the Artist failed to fulfill and notifying the Artist that he/she is deemed to be in breach
of this agreement. If the breach is not cured or if the manager and the Artist cannot agree on
a schedule for curing the breach, the agreement will be deemed terminated on a date
specified by the Manager which will be no sooner than ten (10) days from the date of
issuance of the notice.

CHAPTER VII
Assignment

CHAPTER VIII
Fiduciary Relationship

The Manager shall perform his duties as a Manager in good faith and with that degree of
care that an ordinarily prudent person in a like position would use under similar
circumstances. Further, the Manager shall have a fiduciary responsibility for the safekeeping
and use of artist’s funds, whether or not in his, her or its immediate possession, the Manager
shall not employ or permit another to use any of the artist's funds, in any manner except for
the exclusive benefit of his artist.

The Manager agrees and understands that by virtue of this agreement the Manager stands
in a fiduciary relationship to the Artist and the Manager shall be held to the highest
standards of good faith and loyalty.

CHAPTER IX
Mutual Representations and Warranties

CHAPTER X
General Provision

1. ARBITRATION CLAUSE. Any dispute, controversy, difference or claim arising out of

this agreement, including any question as to the interpretation, implementation,
existence, validity, breach or termination thereof or as to any non-contractual
obligation arising out of or relating thereto, shall be referred to and finally resolved by
arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI).
The arbitration shall be conducted by one or more arbitrators to be appointed in
accordance with the PDRCI Arbitration Rules. The seat of the arbitration shall be in
Legazpi City where both parties reside. The language of the arbitration shall be in

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 any dialect known and chosen by the parties. Lastly, this arbitration agreement shall
be governed by the laws of the Philippines.

2. CONFIDENTIALITY CLAUSE. The parties hereto acknowledge that this agreement

and the books and records of the MANAGER and the ARTIST contain confidential
trade information.

Neither the ARTIST nor the MANAGER nor their respective representatives shall
reveal or use on behalf on any person (other than the ARTIST’s and MANAGER’s
respective legal or other advisors for the proper protection of the ARTIST’s and
MANAGER’s respective interest and/or as required by law) any fact/s or information
(whether of a personal, financial, or other nature) arising from this Agreement and/or
any inspection of the MANAGER’s or the ARTIST’s books and/or records hereunder.

3. INDEMNIFICATION CLAUSE. Manager shall defend, indemnify, and hold harmless

Artist 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 by Manager.

Artist shall defend, indemnify, and hold harmless Manager 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 by
Artist.

4. SEVERABILITY CLAUSE. If any provision of this Agreement is held illegal or

unenforceable in a judicial proceeding, such provision shall be severed and shall be
inoperative, and the remainder of this Agreement shall remain operative and binding
on the Parties.

5. LIQUIDATED DAMAGES. A.) The Artist shall indemnify and hold harmless the
Manager from and against all liability, claims and demands, on account of injury, loss
or damage, including without limitation claims arising from bodily injury, personal
injury, sickness, disease, death, property loss or damage, or any other loss of any
kind whatsoever, which arise out of or are in any way connected with this agreement,
if such injury, loss, or damage is caused in whole or in part by, or is claimed to be
caused in whole or in part by, the act, omission, error, professional error, mistake,
negligence, or other fault of the Manager or which arise out of any Artist
compensation claim.

B.) The Artist recognize that performance is of the essence here and the Manager
will suffer financial loss if the performance in the agreement is not complete within
the time of agreement, plus any extensions thereof allowed. If the Artist fails to
perform the performance within the specified time set forth in the agreement as
adjusted pursuant to this contact, the Manager agree that as liquidated damages,
and not as a penalty, for non performance the Artist shall pay the Manager in the
amount stipulated for each and every calendar day that expires after termination
where the obligation is not complete and ready for final payment, the Manager shall
have the right to deduct liquidated damages from any amount due or that may
become due to the Artist or to collect such liquidated damages from the Artist. The
Artist has the option to enforce liquidated damages or to waive such damages.
C.) The liquidated damages herein specified shall only apply to Artist delay in

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 performance. Liquidated damages are intended only to compensate the Manager for
new artist in administering the agreement after normally scheduled dates, Manager
inconvenience, lost opportunities, and lost confidence when work is not completed on
time.
D. Such damags are uncertain in amount and difficult to measure and prove
accurately. By executing this agreement, the Artist agrees that the liquidated
damages specified herein are reasonable in amount and are not disproportionate to
actual anticipated damages. Liquidated damages do not include any sums of money
to reimburse the Manager for extra costs which the Manager may become obligated
to pay on other Artist which are delayed or extended because of Artist failure to
complete his obligation within the time period as specified herein, including costs
associated with the non performance with the agreement.

E.) Liquidated damages are not intended to include litigation costs or attorney fees
incurred by the Manager or other incidental or consequential damages suffered by
the Owner due to the Artist performance. If the Manager charges liquidated damages
to the Artist this shall not preclude the Owner from commencing an action against the
Artist for other actual harm resulting from the Artist performance, including but not
limited to, costs associated with the delay or interference with the agreement.

IN WITNESS WHEREOF, the parties herein agree to be bound by the terms and
conditions stipulated in this Contract, this _______ day of ________ at Legazpi City,
Philippines

MR. ROLANDO CORRAL MR. JOSE BARANDA , JR.

Artist Manager

SIGNED IN THE PRESENCE OF:

MR. AL CHEENO AÑONUEVO MR. EMAR VARGAS

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