Personal Management Agreement: Definition, Terms, Example

10.4  Personal Management Agreement - Patrick Williams - PatMoe

                       SKREEM ENTERTAINMENT CORPORATION
                               11637 Orpington St.
                             Orlando, Florida 32817

                                                         Dated:  January 6, 2005
To:
Patrick Williams
aka/pka PATMOE

                          PERSONAL MANAGEMENT AGREEMENT

This letter will confirm our agreement as follows:

1.       ENGAGEMENT

     Patrick Williams  (aka/pka  "PATMOE"),  (hereinafter  referred to as "you")
hereby engages SKREEM  ENTERTAINMENT CORP.  (hereinafter  referred to as "we" or
"us",  as the context may require) and we hereby  accept the  engagement as your
sole and  exclusive  personal  management  company in  connection  with all your
activities in the entertainment  industries throughout the world,  including but
not  limited  to your  services  as a  musician,  songwriter,  producer,  actor,
publisher, packager or performer in any medium now known or hereafter devised.

2. TERM

     The term of this agreement shall be for an initial period of five (5) years
(the "initial period"),  commencing on the date hereinabove  written. If, during
the initial period, you or we secure a contract with a major record company or a
national  distributor  for the national  distribution  of phonograph  recordings
containing  your  musical  performances,  the  term of this  agreement  shall be
automatically extended for an additional period of five (5) years.

3. DUTIES AND AUTHORITY OF MANAGEMENT COMPANY

         We agree to provide you with our advice, counsel, direction and
 knowledge relating to your career in the entertainment industries. Among other
 things, we agree to
advise, counsel and direct you with respect to the following matters:

         A. To represent you and act as your advisor in matters of policy and
career decisions relating to your entertainment career as well as with regard to
general practices in the entertainment industry;

         B. To advise you as to your professional engagements, and to consult
with employers engaging your services in an effort to assure the proper use of
your services;

         C. To consult with any booking agents whom you may employ from time to
time.

         D. To advise and counsel you in respect to the proper format and
setting for presentation of your artistic talents; (and in the determination of
the proper style, mood, setting, business and characterization with your
talents);


           E. To advise you about and to approve and authorize any publicity,
press and advertising as well as the use of your name, photograph, likeness,
voice sound effects, caricatures and literary, artistic and musical materials
for the purposes of advertising and publicity and in the promotion and
advertising of products and services;

         F. To execute for you, in your name and/or on your behalf, any
agreements and other documents for your services, talents and/or artistic,
literary and musical materials;

         G. To collect and receive compensation or other income or payments
payable to you for forwarding to you or your business manager;

         H. To perform, wherever and whenever possible and whenever called upon,
such other functions as may be consistent with the aforesaid;

         I. To exclusively sell, market, license and/or negotiate all of your
media deals
and productions in all markets throughout the world, including music, audio,
television, home video, film, merchandising, licensing, publishing, print media,
music publishing and live performance rights;

     J. To act as your true and lawful  attorney-in-fact to sign,  execute,  and
deliver  any and all  pre-approved  contracts  in your name (it being  expressly
agreed  and  understood  that we shall not have the  authority  to commit you to
commercial  endorsements  or product  sponsorships  without  your  consent);  to
approve all photographs and publicity  materials;  to accept and collect any and
all bills of exchange,  checks,  notes and compensation as your said attorney in
demand, sue for, collect, recover, and receive all goods, claims, money interest
or other items that may be due to you or belong to you; and to make, execute and
deliver receipts, release and other discharges therefore under sale or otherwise
and to defend, settle, adjust,  compound,  submit to arbitration and compromise,
all actions, suits, accounts,  reckoning, claims and demands whatsoever that are
or shall be pending in such manner and in all  respects as we in our  reasonable
business  judgment  shall deem  advisable,  and without in any way  limiting the
foregoing,  generally  to do,  execute and perform any other act,  deed or thing
whatsoever that reasonably  ought to be done,  executed and performed of any and
every  nature and kind as fully and  effectively  as you could do if  personally
present;  and you hereby ratify and affirm all acts performed by us by virtue of
this power of attorney.

         K. Without limiting the generality of the foregoing, we shall, for
example, perform services with regard to the selections and maintenance of your
wardrobe, costuming and musical equipment; assistance in the handling of travel
arrangements; assistance in the coordination of performances and tours including
assistance with publicity and promotion, staging, lighting, equipment set-up,
hotel accommodations, assistance with respect to your relationships with any
employers, including concert promoters, record companies, music publishers,
record producers, musicians, stage crew, union representatives, attorneys,
accountants and other persons from whom services or assistance is required or
desirable.

5.       COMPENSATION

A.   Percentage Arrangement

Since the nature and extent of the success or failure of your  career  cannot be
predetermined, it is our mutual desire that the compensation to be paid to us be
determined  in such a manner  that we accept  the risk of failure  and  likewise
benefit to the extent of your  success.  Accordingly,  you agree to pay us a sum
equivalent  to twenty (20%)  percent of any and all gross  compensation  earned,
received  or  acquired  by you,  directly  or  indirectly,  as a result  of your
activities in the entertainment industry.


         B.       Nature of Gross Compensation

     The term "gross compensation" shall include, without limitation;  salaries,
earnings, fees, royalties, residuals, repeat and/or re-run fees, bonuses, shares
of profit, shares of stock, gifts,  partnership  interests,  percentages and the
total amount paid for a package  television or radio program (live or recorded),
motion picture or other entertainment  package,  any and all sums resulting from
your  activities  (and from the  activities  of any  "controlled  entities",  as
defined in section 5 (F), below) in the entertainment industries and uses of the
results and proceeds  thereof,  payments  for  termination  of your  activities,
payments to refrain from any such activities and payments in connection with the
settlement or other disposition of any dispute concerning said activities, which
are earned or received, directly or indirectly, by you or your heirs, executors,
administrators or assigns,  or by any other person,  firm or corporation on your
behalf without deduction of any nature or sort.

     As to the proceeds of any motion picture,  phonograph  record,  film, tape,
wire,  transcriptions,  recording  or  other  reproduction  or  result  of  your
activities  in the  entertainment  industries  which is  created  in  whole  and
released  during the term hereof,  our commission  shall continue for so long as
any of the same are used, sold, leased or otherwise exploited, whether during or
after the term hereof.

     In the  event  you  receive,  as all  or  part  of  your  compensation  for
activities hereunder, stock or the right to buy stock in any corporation, or you
become  the  packager  or owner of all or part of  rights  in any  entertainment
property, whether as individual proprietor,  stockholder, partner, joint venture
or otherwise, our percentage shall apply to your said stock, right to buy stock,
individual proprietorship, partnership, joint venture or other form of interest,
and we shall be entitled to our percentage share thereof. Should you be required
to make any payment for such interest,  we will pay our percentage share of such
payment, unless we do not want our percentage share thereof.

     Notwithstanding  the above,  while artist  advances and/or overages paid to
you by record companies and/or  television or film/video  producers are included
in "gross  compensation",  the actual  costs of  recording,  the actual costs of
production,  the  production  costs of any  promotional  videos  and/or any tour
support  amounts  advanced by such entities are excluded from the  definition of
"gross  compensation"  hereunder  and shall not be subject to  commission by us.
Likewise,  the actual costs of staging or producing  live or televised or filmed
performances  which  do not  result  in  personal  income  to you  shall  not be
commissionable by us.

     We shall receive the foregoing compensation whether or not any engagements,
contracts and agreements or income producing activities shall have been procured
by you as a result of our advice,  consultation  or other efforts and whether or
not the term of said  employment,  engagement,  contract,  agreement  or  income
producing  activity shall be effective or continue  before,  during or after the
term of this agreement,  provided that you earn gross  compensation with respect
thereto  during  the time  periods  set forth in  clauses 5 (c) (ii) and  (iii),
herein below.



         C.       Scope of Activities Subject to Commission

         Gross compensation shall be deemed the result of your activities in the
entertainment industries if such gross compensation is earned, received or
acquired by you during the term of this agreement or during any and all
extensions thereof, or if such gross compensation accrues after the term of this
agreement as a result of any employment performed during this agreement or if
such gross compensation is the result of:

         (i) Any and all contracts, engagements and commitments now in
existence;

         (ii) Any and all contracts, engagements and commitments entered into or
substantially negotiated during the term thereof;

         (iii) Any and all extensions, additions, substitutions, renewals,
replacements, modifications and amendments of or for all contracts, engagements
and commitments referred to in (i) and (ii) above; and any resumption's of such
engagements, contracts and commitments which may have been discontinued during
the term hereof and resumed within one (1) year thereafter;

         (iv) Any and all judgments, awards, settlements, payments, damages and
proceeds or arbitration proceedings arising out of any alleged breach or
non-performance by others or any of the contracts, engagements, commitments, or
other agreements referred to in (i), (ii), and (iii) above.

         D. Activities Not Subject to Commission

         Notwithstanding anything to the contrary stated in paragraph C,
including its subparagraphs, compensation you receive from songwriter publishing
income (so long as Manager or Manager's related entity is the publisher of such
songs) and live engagements promoted by Manager's related entities shall not be
considered "Gross Compensation" commissionable by Manager under this Agreement,
as more fully described in paragraph 9, below.

         E.       Time of Payment

         It is expressly agreed and understood that during the term of this
agreement and any extensions thereof, we (and our assigns) shall have the
exclusive right and authority, on your behalf, to receive your gross
compensation from your activities in the entertainment industry. Upon our
receipt of such gross compensation, we shall remit the entire amount due to you
(minus commissions or expenses due us) or your authorized business manager
within fifteen (15) days after our receipt thereof.

         In the event you receive gross compensation directly from any employer
or purchaser of your services in the entertainment industry, payments due us
hereunder shall be payable to us within ten (10) days after your receipt of the
same. Gross compensation shall be deemed to have been received by you, and we
shall receive our commission thereof, if such gross income is received, directly
or indirectly, by you or by any other party or entity for you or on your behalf,
or by any party or entity which furnished your services.




         F.       Controlled Entities

     You will cause any corporation, partnership, trust or other business entity
which you now own or control or may  hereafter  own or  control  (including  any
musical "group" in which you are a member or featured  performer) in or in which
you  have a  direct  or  indirect  interest  of any  nature  or sort or which is
directly or indirectly  controlled by you or under the common control of you and
others (hereinafter  "firm") and which firm has a right to any of your services,
to enter into an agreement with us on the same terms and conditions as contained
in this  agreement,  and you  agree  that all  gross  compensation  directly  or
indirectly earned or received by such firm in connection with your activities in
the entertainment  industries shall be subject to our commission hereunder.  Any
agreement  with such firm  shall  provide  that such firm has a right to furnish
your  services on the terms and  conditions  set forth in this  contract and the
firm shall become a party to this contract.  You shall personally  guarantee the
obligations of any such firm.

         G.       Scope of Entertainment Industry

     As used herein, the term "entertainment  industries" shall include, without
limitation,  any  and  all  aspects  of  the  entertainment,  amusement,  music,
recording,  television,  motion  picture,  nightclub,  concert,  and  theatrical
industries,   and  shall  also  include  any  and  all  forms  of   advertising,
merchandising, endorsements, or other exploitations using your name, photograph,
voice,  sound effects,  likeness,  caricatures,  talents or materials.  The term
"activities" shall include, without limitation,  your activities in any capacity
whatsoever  in  the  entertainment  industries,  whether  as a  live  performer,
recording artist, musician, singer, songwriter,  publisher,  arranger, packager,
owner of entertainment packages, actor, producer,  author, director,  cameraman,
technician,  consultant  or  otherwise,  and shall also  include the use of your
name, voice likeness and biography as aforesaid.

6.       EXPENSES

     All expenses other than our normal office expenses, actually incurred by us
on your behalf,  including,  without limitation,  long distance telephone calls,
messenger fees,  reasonable  travel expenses,  promotion and publicity  expenses
approved by you, and any other  disbursements  attributable to you shall be paid
by you  and/or  reimbursed  by you if we  initially  advance  the funds for said
expenses.  In the event our presence is required  outside of our normal place of
business you agree that you will pay and/or  reimburse our  expenses,  including
reasonable travel expenses,  reasonable living  accommodations and requirements.
We will make  available to you,  upon your  request,  invoices  and/or  itemized
expense statements with respect to the expenses we incur.

7.       ACCOUNTING

     Within ninety (90) days after either of us receives  funds,  we shall remit
to the other a written accounting statement setting forth all gross compensation
received,  specifying  the  source  thereof  and any  deductions  there from and
accompanied by payment.

     Each of us agrees that our respective representatives may examine the books
and records of the other (during  reasonable  business  hours,  upon  reasonable
notice) to ascertain all amounts due either of us.




8.       LOANS/ADVANCES/INTEREST

         We are not required to make any loans or advances to you. In the event
that we do make loans or advances to you, you shall promptly repay them to us
and you hereby authorize us to deduct the amounts of said loans or advances from
any funds we receive.

9. CONFLICTS OF INTEREST/ACTIVITIES NOT SUBJECT TO MANAGEMENT COMMISSIONS

         From time to time during the term of this agreement, other persons or
entities owned and/or controlled, directly or indirectly by us or our partners,
shareholders, officers, directors, and employees, whether acting alone or in
association with others, may package an entertainment program in which you are
employed as an artist, or may act as the entrepreneur or promoter of an
entertainment program in which you are employed as an artist, or may employ you
in connection with the creation of literary or musical works. Such activity on
our part shall not be or deemed a breach of this agreement or of our fiduciary
obligations and duties to you, and shall not in any way affect our right to
commissions hereunder in all instances not covered by the following exceptions.

         We shall not be entitled to commissions from you in connection with any
gross compensation derived by you:

         A. From any employment or agreement under which you are employed by us
or by any person, firm or corporation owned or controlled by us, or by our
partners, shareholders, officers, directors or employees, whether we (or such
person, firm or corporation or such partners, shareholders, officers, directors
or employees) are acting as (i) the package agent for the entertainment program
in which you are so employed or (ii) your music or literary publisher (as
referenced by the "Music Publishing Agreement" between you and us dated January
6, 2005.

         B. From the sale, license or grant of any literary or musical rights to
us or any person, firm or corporation owned or controlled by us.

         Nothing contained herein, however, shall be construed to excuse you
from the payment of commissions upon gross compensation derived by you from your
employment or any sale, license or grant of rights in connection with any
entertainment program, phonograph record or other matter merely because we or
any of our partners, shareholders, officers, directors or employees are also
employed in connection therewith as a producer, director, conductor, or in some
other management or supervisory capacity, but not as your employer, grantee or
licensee.

         Further, in the event that either the aforesaid "Music Publishing
Agreement", or the "Exclusive Artist Recording Agreement", or both, for whatever
reason, are no longer in effect during the term of this agreement, and you enter
into an agreement with another Music Publisher or Record Company during the term
of this agreement, ("Successor Agreements"), any fees or royalties paid to you
pursuant to such "Successor Agreements" which would be commissionable to us
shall be included in the computation of your "Gross Compensation" for purposes
of determining our commissions hereunder.

10.      INDEMNITY

         In the event that you do not fulfill or cause to be fulfilled any
agreement or obligation undertaken by you, you agree to indemnify and hold us
harmless from any claims, demands, actions, judgments and awards against us by
third parties in connection with such non-fulfillment. It is agreed that we will
not be held liable or responsible for any breach of contract or act or omission
on the part of any person, firm or corporation with respect to any engagement or
agreement concerning your services.


11.      SUSPENSION

         We shall have the right, at our election, to suspend the operation of
this contract if for any reason whatsoever you are unable or unwilling to render
your services in the entertainment industries. Such suspension shall commence
upon written notice to you and shall last for the duration of any period of time
equal to the duration of such suspension, and shall be added to the term of this
contract. In addition, if you fail to render your services in the entertainment
industries as aforesaid then we may, in addition to other remedies provided for
herein, terminate this contract upon written notice to you.

12. LIFE INSURANCE

         We shall have the right during the term hereof to obtain life insurance
on your life at our sole cost and expense, with us being the sole beneficiary
thereof. You agree to fully cooperate in connection with the obtaining of the
same and to submit to a physical examination and complete any and all documents
necessary or desirable in respect thereof. You hereby acknowledge that neither
you nor your estate shall have any right to claim the benefits of any such
policy obtained by us.

13. MANAGEMENT COMPANY'S SERVICES NON-EXCLUSIVE

         You acknowledge that our services hereunder are not exclusive to you
and that we may perform the same or similar services for others as well as
engage in other activities during the term of this agreement or any renewal or
extension thereof. Further, it is understood that we execute this agreement as
an independent contractor, not as an employee of you.


15. COMPLIANCE WITH LAWS/MORALS

         During the term of this agreement, you shall observe and comply with
all federal, state and local laws, ordinances, rules and regulations, including
but not limited to, those laws prohibiting use/sale of controlled substances.
Additionally, you agree not to commit any act which shall subject us, our
officers, employees, assigns or yourself to public ridicule, humiliation or
disrepute. Failure by you to comply with the provisions of this paragraph shall
give us the right to immediately terminate this agreement.

16. ARBITRATION OF DISPUTES

         In the event of any dispute under or relating to the terms of this
agreement, or the breach, validity, or legality thereof, it is agreed that the
same shall be submitted to arbitration to the American Arbitration Association
in Orlando, Orange County, Florida (for so long as our principal place of
business remains in Orange County, Florida), and in accordance with the rules
promulgated by the said association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. In the
event we move our principal place of business from Orange County, Florida, you
and we shall negotiate in good faith as to the venue for arbitration, but if we
cannot agree, venue shall remain in Orlando, Orange County, Florida. This
arbitration provision shall remain in full force and effect notwithstanding the
nature of any claim or defense hereunder.


17.      ASSIGNMENT

         We shall have the right to assign this agreement to any other
corporation or partnership or proprietorship in which any of the proprietors of
our company actively participate in the business.

18. RIGHT TO SECURE INDEPENDENT LEGAL COUNSEL

         You represent and warrant that you have been advised of your right to
seek legal counsel of your own choosing in connection with the negotiation and
execution of this agreement.

19. MANAGEMENT COMPANY NOT AN "EMPLOYMENT AGENCY" OR "TALENT
         AGENCY"

         We have advised you, and it is clearly understood, that we are not any
employment agency, talent agency or theatrical agency, and that we are active
solely as a personal manager company, and that we are not licensed as a "talent
agency" or "booking agency" under the laws of the State of Florida or any other
jurisdiction. We have at all times advised you that we are not licensed to seek,
procure, or obtain employment or engagements for you, and we do not agree to do
so; we have made no representations to you, either oral or written, to the
contrary, and you acknowledge that we are not obligated, authorized, licensed or
expected to do so.

20. WARRANTIES AND REPRESENTATIONS

         You warrant, represent and agree that you are over the age of eighteen
(18) years, that you have not heretofore made and will not hereafter make any
engagement, commitment or agreement with any person, firm or corporation which
will, can or may interfere with your full and faithful performance of the
covenants, terms and conditions of this agreement to be performed by you or
interfere with our full enjoyment of our rights and privileges hereunder.

21.      NOTICES

         All notices hereunder shall be delivered by personal service or sent by
prepaid telegram or cablegram, or by certified or registered mail, return
receipt requested, postage prepaid, and if to us, shall be sent to the address
above and if to you, shall be sent to the addresses on the first page unless you
and we notify each other as provided herein that notices should be sent to a
different address. The date of mailing or telegraphing or in the case of
personal service, the date of delivery, shall be deemed the date of the giving
of said notice except notice of change of address which shall be effective only
upon actual receipt thereof.

22.      MISCELLANEOUS

     A. This agreement sets forth the entire understanding of the parties hereto
relating to the subject matter hereof.  You and we acknowledge  that we have had
preliminary  discussions concerning this agreement.  We each understand that all
such  discussions  and the hopes  expressed in such  discussions are not binding
hereunder unless expressly stated in this agreement.  This agreement is the only
agreement of the parties and there is no collateral  agreement (oral or written)
between the parties in any manner  relating to the  subject  matter  hereof.  No
modification,  amendment, waiver, termination, or discharge of this agreement or
any of the terms or provisions thereof shall be binding upon either of us unless
confirmed by a written  instrument  signed by you and by us. No waiver by either
of us of any term or  provision of this  agreement  or of any default  hereunder
shall affect our respective  rights thereafter to enforce such term or provision
or to exercise any right or remedy in the event of any other default, whether or
not similar.


         B. If any provision of this agreement shall be held void, invalid or
inoperative, no other provisions of this contract shall be affected as a result
thereof, and, accordingly, the remaining provisions of this agreement shall
remain in full force and effect as though such void, invalid or inoperative
provision had not been contained herein. In the event this entire agreement is
for any reason deemed to be invalid, illegal, or unenforceable, we shall be
entitled to the reasonable value of our services and to retain all compensation
paid to us hereunder as the reasonable value of said services.

         C. We shall not be deemed to be in breach of any of our obligations
hereunder unless and until you shall have given us specific written notice by
certified or registered mail, return receipt requested, of the nature of such
breach, and we shall have failed to cure such breach within thirty (30) days
after our receipt of such written notice.

         D. Nothing herein contained shall constitute a partnership or joint
venture between you and us. Neither you nor we shall hold ourselves out contrary
to the terms of this paragraph, and neither you nor we shall become liable for
any representation, act or omission of the other contrary to the provisions
hereof. This agreement shall not be deemed to give any right or remedy to any
third party whatsoever unless said right or remedy is specifically granted by us
in writing to such third party.

         E. We shall not be required to travel or to meet with you at any
particular place or places except in our discretion and following arrangements
for costs and expenses of such travel as set forth herein.

         F. In the event of any action, suit, or proceeding arising from or
based upon this agreement brought by either party hereto against the other, the
prevailing party shall be entitled to recover from the other its reasonable
attorney fees in connection therewith in addition to the costs of such action,
suit or proceeding.

         G. Except as otherwise provided herein, all rights and remedies herein
or otherwise shall be cumulative and none of them shall be in limitation of any
other right or remedy.

         H. This agreement has been entered into in the State of Florida, and
its validity, construction, interpretation and legal effect shall be governed by
the laws and judicial decisions of the State of Florida, applicable to contracts
entered into and performed entirely within said State. Whenever there is any
conflict between the provisions of this agreement, any present or future
statute, law, ordinance or regulation, or rule or regulation of any union or
guild, the latter shall prevail, but in such event the provisions of this
agreement affected shall be curtailed or limited to the extent necessary to
bring this agreement within the requirements of the said Law or regulation.

         I. This agreement shall not become effective until signed by you and
countersigned by us.


         J. When the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural.

         K.       Expiration of the term of this agreement shall not affect our
right to payment with respect to this agreement in any way.

         L. We shall have the right to advertise and publicize our company as
your personal management company.

         If the foregoing fully and accurately sets forth our understanding,
please sign this agreement where indicated below, indicating acceptance to the
terms set forth herein:

Very Truly Yours,

SKREEM ENTERTAINMENT CORP. Witnesses (As to Publisher):


---------------------------------              ------------------------------
By: Charles Camorata
As Its: President/CEO                          ______________________________


AGREED TO AND ACCEPTED:                        Witnesses (As to Writer)


------------------------------                 -----------------------------
Patrick Williams
SS:  ###-##-####                               _____________________________

Reference:
Security Exchange Commission - Edgar Database, EX-10 3 ex104patmoe.txt, Viewed October 27, 2022, View Source on SEC.