​Freelance Model Contract Terms

This Non-Exclusive Management Agreement (hereinafter referred to as the “Agreement”) is entered into between the Model (hereinafter referred to as “the Talent”) and Have it all Co., Ltd. (hereinafter referred to as “the Agency”) regarding the Talent’s modeling, entertainment, and related professional activities.

 

Article 1 (Purpose)

The purpose of this Agreement is for the Agency to provide management services including the introduction of job opportunities, contract negotiation, and project coordination related to the Talent’s activities, and for the Talent to perform such work accordingly, with the aim of maximizing mutual benefit and ensuring smooth execution of business.

 

Article 2 (Scope of Services)

1. The Talent shall perform the following services (hereinafter referred to as the “Services”) based on opportunities introduced or arranged by the Agency:
   (1) Appearances in television, radio, films, advertisements, events, and similar media
   (2) Participation in photo, video, and audio recording projects
   (3) Advertising and promotional activities for companies, products, or services
   (4) Social media postings, live streaming, and related promotional work
   (5) Any other work designated by the Agency for each individual project

2. The Talent shall perform the Services in good faith and with due care, in accordance with the instructions of the Agency and/or the client.

 

Article 3 (Duties of the Agency)

The Agency shall perform the following duties:

1. Acquisition of projects and introduction to the Talent

2. Negotiation and adjustment of contract terms, roles, and compensation

3. Creation and management of composite cards and profile materials

4. Communication and coordination with clients

5. Management and payment of compensation to the Talent

 

Article 4 (Obligations of the Talent)

1. The Talent shall perform all work sincerely and responsibly in accordance with this Agreement and individual project terms.

2. The Talent shall not cancel any accepted assignment without a valid reason.

3. The Talent shall comply with all exclusivity and conflict-of-interest restrictions imposed by clients.

4. The Talent shall not engage in any conduct that damages public morals or harms the reputation of the Agency or its clients.

5. The Talent shall not disclose any confidential information related to projects, contracts, or compensation, nor post such information on social media without prior consent from the Agency.

6. The Talent acknowledges that projects may be modified or canceled due to the following:
   (1) Changes in health condition making the Talent unsuitable for the project
   (2) Engagement in activities (including adult content or R18 work) that may damage the Talent’s or client’s image

7. The Talent shall not conduct unauthorized filming or social media posting at auditions or on set.

8. The Talent shall be liable for all damages incurred by the Agency or clients as a result of any violation of this Article.

 

Article 5 (Compensation and Payment)

1. Compensation shall be determined for each project and confirmed upon acceptance by the Talent.

2. Payment shall be made to the Talent’s designated bank account on the 10th day of the third month following the month in which the work was performed.

3. Bank transfer fees shall be borne by the Agency.

4. Payment may be delayed if the client delays payment to the Agency.

5. The Agency shall withhold income tax from payments in accordance with applicable laws.
   ・Japan residents: 10.21%

6. Withholding tax is considered a prepayment of income tax and shall be settled by the Talent through annual tax filing.

7. Pre-approved expenses such as transportation shall be reimbursed upon submission of receipts. No payment shall be made without receipts.

 

Article 6 (Exclusivity and Conflict of Interest)

1. The Talent shall not participate in advertisements for competing products within the same period.

2. The Talent shall comply with all client-designated exclusivity restrictions regarding competing companies.

3. In the event of a violation, the Talent shall be liable for damages to the Agency and/or client.

4. If the Agency provides a project that violates exclusivity rules, the Agency shall bear responsibility.

 

Article 7 (Term and Renewal)

1. This Agreement shall remain valid for one year from the date of execution.

2. Unless either party provides notice of termination at least one month prior to expiration, the Agreement shall automatically renew under the same terms.

3. Rights and obligations arising from this Agreement shall survive termination until fully fulfilled.

 

Article 8 (Confidentiality)

1. Both parties shall not disclose any confidential information obtained through this Agreement to third parties.

2. Confidential information includes project details, client information, and compensation.

 

Article 9 (Termination)

Either party may terminate this Agreement under the following conditions:

1. Material breach of contract

2. Unauthorized cancellation of a confirmed project by the Talent

3. Serious negligence by the Agency

 

Article 10 (Ownership of Compensation)

All contracts with third parties shall be executed under the Agency’s name, and all compensation shall belong to the Agency. The Agency shall pay the Talent according to agreed terms. This provision shall remain valid until all payments are completed.

 

Article 11 (General Rules and Prohibitions)

1. The Talent shall not disclose unpublished project information on social media or to third parties.

2. The Talent shall maintain accurate and up-to-date profile information at all times.

3. The Talent shall not alter appearance (including hairstyle or facial hair) after applying for a project.

4. Foreign nationals must possess valid work authorization in Japan.

 

Article 12 (Booking System, Cancellation, and Liability)

1. The Talent shall respond to project inquiries with one of the following:
   (1) 1st Hold: Full availability guaranteed; mandatory participation if selected
   (2) 2nd Hold: Interest expressed but schedule not yet finalized
   (3) Not Available: Unable or unwilling to participate

Failure to respond within the designated time may be treated as Not Available.

1. A 1st Hold requires the Talent to fully secure availability for the entire day.

2. Once a Talent with a 1st Hold is confirmed, the Talent is obligated to perform and may not cancel.

3. A 2nd Hold indicates flexible availability, but lower selection priority.

4. Once a 2nd Hold is confirmed by mutual agreement, it shall be treated the same as a 1st Hold.

5. If the Talent cancels after being confirmed, the Talent shall pay a cancellation fee equal to 100% of the agreed compensation.

6. The Talent shall also compensate any additional damages incurred (including replacement costs and production delays).

7. In cases of lateness, absence, or non-performance, the Talent shall bear full responsibility.

8. The Agency shall be responsible for damages caused by its own errors.

9. In cases of unavoidable circumstances (e.g., illness, accidents, natural disasters), the Talent must submit proof, and penalties may be waived upon reasonable approval.

 

Article 13 (Execution of Agreement)

This Agreement shall be deemed executed when the Talent reviews its contents and provides electronic consent via the website. The Agency shall retain records including consent date, IP address, and signature data.

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Party A

Date of Execution:

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Name:

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Address: 

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Party B

Address: 〒134-0091 Tokyo, Edogawa-ku, Funabori 7-20-19

Company Name: Have it all Co., Ltd.

Representative: Raimu Kaminashi​​