2. EXCLUSIVITY
For practical reasons, as it avoids any double bookings and people going for two auditions for the same part and because it is generally accepted as good industry practice:
a. The Talent agrees, authorises and accepts TWA as my exclusive Agent. Agent has meaning as described in Clause 1(a) of this agreement.
b. The Talent agrees to remain with TWA for the full duration of any Job TWA organises for them. This shall include rollovers or extensions of the initial Job and redefinition of commission fee.

3. ACCEPTANCE
a. Any instructions received by TWA from the Talent for Job services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
b. TWA requires not less than 24 hours notice of cancellation by Talent so a suitable replacement may be found. Talent not complying with this Clause 3 may not be rebooked or at the sole discretion of TWA be removed from its database.

4. TERM
The terms and conditions of this Agreement will come into force from the Effective date and will continue in force until the agreement is either terminated in accordance with the Termination Clause 14 of this agreement or any term is altered by mutual agreement in writing.

5. COLLECTIONS AND USE OF INFORMATION
a. The Talent authorises TWA to collect, retain and use any information about them, for the purpose of assessing the Talentís suitability for booking purposes, job suitability, enforcing any rights under this contract, or marketing any other services provided by TWA to any other party, including being, but not limited to the use of the Talentís photograph in print and digital form and inclusion on the TWA managed internet websites.
b. The Talent authorises TWA to disclose any information held by them to any person for the purpose set out in clause 5(a).
c. TWA respects the personal information of its Talent and undertakes not to divulge any information to anyone, other than in the course of finding the Talent work.
d. Where the Client is a natural person, the authorities under clauses 5(a) and 5(b) are authorities or consents for the purposes of the Privacy Act 1993.

6. TWA CONSIDERATION
a. In consideration of TWA, the Talent agrees and accepts that TWA are entitled to a 20% commission fee, plus GST on any job, roll over or residual. In addition, TWA shall be responsible for deducting withholding tax, as it may be required to do so. Such deduction shall be subtracted prior to payment of any amounts to the Talent.
b. The Talent agree to the payment of the TWA one-off joining and administration fee; this sum covers the Talent's initial registration photos and for their record to be entered and maintained in the TWA database. The parties agree that the joining and administration fee shall exclude costs for a professional portfolio, which shall be the exclusive responsibility of the Talent.
c. TWA reserves the right to amend or review the joining and administration fee including from time to time and (at their sole discretion) waive such costs. Such waiver shall be the exclusive authority of TWA or the Talent manager.
d. The Parties agree that TWA will make all reasonable efforts to find work for the Talent, however no guarantees implied or otherwise are given.
e. In any event, refund of the initial joining and administration fee is expressly declined. Any waiver of such shall be the exclusive authority of TWA or the Talent manager.

7. PAYMENT
a. Subject to Clause 6 of this Agreement, TV series and film payment for the services of the Talent takes approximately 6-8 weeks to process and is conditional on TWA receiving timely payment from its Clients for Talent services.
b. It is the Talentës responsibility to ensure TWA has their correct IRD number and postal address (or bank account details) in order that TWA may disburse payments as quickly as possible.
c. The parties acknowledge that TV Commercial payment may take longer (refer Clause 7(a)) due to possible delays on the production company to pay TWA.
d. For the purposes of accurate payment disbursements, in every instance, it shall be the responsibility of the Talent to sign in and sign out on the TWA timesheet provided when on-set at a Job.

8. BENEFITS AND PRIVILEGES
The Talent shall have no claim what so ever to any benefits or privileges under this agreement or as an extension of this agreement, implied or otherwise unless expressly consented in writing by TWA.

9. HOURS OF WORK
Hours of work are flexible and wholly dependent on the Client requirements. Talent confirmed for filming will be contacted by TWA prior to filming to confirm availability. Talent confirmation of availability shall accordingly be deemed as Acceptance and therefore subject to Clause 3 of this agreement

10. TRAVEL
Unless detailed in one-off contracts for some productions, which may require filming outside of Auckland, all travel costs shall be the sole responsibility of the talent.

11. CONDUCT
The Talent are required to comply with the TWA Code of Conduct, a copy of this is attached and forms part of this agreement. This Code may be changed from time to time and Talent will be informed of any changes in writing.

12. CONFIDENTIALITY AND NON-DISCLOSURE
Subject to Clause 5 of this agreement Talent are required to observe the requirements and limitations of the Privacy Act 1993.
Talent shall not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to the business of TWA, including but not limited to information relating to any of its customers or clients, the prices it obtains or has obtained from its services or any other information concerning the business of TWA, its manner of operation, its plans, processes, customers, clients, other Talent or other data without regard to whether all of the above-stated matters will be deemed confidential, material or important, TWA and the Talent specifically and expressly stipulating that as between them, such matters are important, material, and confidential and gravely affect the effectiveness and successful conduct of the business of TWA, and TWAís good will, and that any breach of the terms of this section shall be a material breach of this Agreement.

13. MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by either party or authorised representative of each party.

14. TERMINATION
a. Either party may terminate this Agreement by giving the other not less than 30 calendar days notice in writing of its intention to terminate. The Agreement will terminate at the expiration of such notice period.
b. In the event of any gross misconduct or serious violation by the Talent of any of the terms of this Agreement, TWA may terminate engagement without notice and with compensation to the Talent only to the date of such termination.

15. HEALTH & SAFETY AND OTHER LEGISLATION
TWA is required to:
a. Comply with all legislation relating to the employment of the Talent, including the Health and Safety in Employment Act 1992, the Human Rights Act 1993 and the Privacy Act 1993.
b. To make available, follow and encourage compliance with the Companyís policies, including the Health and Safety policy and Procedures.

The Talent is required at all times to:
a. Comply with all legislation relating to your employment, including the Health and Safety in Employment Act 1992, the Human Rights Act 1993 and the Privacy Act 1993.
b. Know, follow and encourage compliance with the industry accepted standards and policies, including the Health and Safety policy and procedures.

16. ASSIGNMENT RELATIONSHIP PROBLEMS
a. It is the Talentís sole responsibility to inform TWA of any problem or complaint while on-set. Any discussion made directly to the crew or on-site Assistant Director may cause the Talent to be removed and / or not asked back on-set, if it is deemed the Talent may have a ëbad attitudeí.
b. Personal grievances, disputes and other engagement or assignment relationship problems that cannot be settled by mutual agreement between the parties will be determined in accordance with an arbitration agreement or the Employment Relations Act 2000 as it may be appropriate to do so. All costs shall be separately borne by the parties, neither shall have claim against the other unless expressly directed at law and which may form part of any settlement.

17. LIABILITY
a. The Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon TWA which cannot by law (or which can only to a limited extent by law) be excluded or modified, in respect of any such implied warranties, conditions or terms imposed on TWAís liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
b. Except as otherwise provided by clause 17(a) TWA shall not be liable for:

i. Any loss or damage of any kind whatsoever, arising from the supply of services by TWA to the Talent or Client, including consequential loss whether suffered or incurred by the Talent or Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from services provided by TWA; and
ii. The Talent shall indemnify TWA against all claims and loss of any kind whatsoever however caused or arising and without implying the generality of the foregoing of this clause whether caused or arising as a result of the negligence of TWA or otherwise, brought by any person in connection with the matter, act, omission or error by TWA its agents or employees in connection with its services.

18. MISCELLANEOUS
a. In every instance, it shall be the sole responsibility of the Talent to ensure their details are up to date, accurate and accordingly provided to TWA for their database. A failure on behalf of the Talent to comply with this Clause 17(a) shall not constitute a failure of TWA in the fulfillment of its duties.
b. Talent must not materially alter their appearance once their photo profile has been taken. Including without limitation the cutting and colouring of hair, tattoos, piercing and the like. A failure by Talent to notify TWA may be deemed as a material breach of this Agreement or at the sole discretion of TWA require an additional joining and administration fee to re-establish the Talent on their database.
c. TWA shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
d. Failure by TWA to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations TWA has under this contract.
e. If any provision of this contract shall be invalid, void, illegal, or unenforceable the validity existence legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
f. Any expenses, disbursements and legal costs incurred by TWA in the enforcement of any rights contained in this contract shall be paid by the Talent, including any reasonable solicitorís fees or debt collection agency fees.
g. The Law of New Zealand applies to this contract.

19. PARAGRAPH HEADINGS
The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.