1. Standards of Care and Professionalism

Top Talent Agency operates under a client-focused system adhering to the highest standards of care and professionalism. These standards include: 
a) Providing clients with copies of substantive correspondence. 
b) Giving priority to urgent client telephone calls and returning them promptly. 
c) Addressing correspondence in a timely manner. 
d) Maintaining strict client confidentiality. 
e) Refusing instructions designed to mislead the public or cause harm to public interests. 
f) Avoiding the use of insider information about a client’s affairs for personal gain. 
g) Discussing any potential conflicts of interest with clients. 
h) Providing clear and regular updates on work progress and completed tasks. 
i) Issuing written quotes and obtaining client approval for additional production work outside usual costs. 

Clients are encouraged to discuss any concerns regarding professional standards with Top Talent Agency through email. 

2. Confidentiality Agreement

To ensure secure information sharing, the following terms apply: 

1. a) Definition of Confidential Information: Confidential information includes all materials, trade secrets, processes, plans, financial data, and other sensitive information provided by the Client or developed during the partnership, except for information that: 

• Becomes publicly available without breach. 

• Is independently developed or obtained by Top Talent Agency. 

• Is disclosed by a third party without confidentiality obligations. 

1. b) Financial Information: All financial details, such as credit card information, account numbers, and other sensitive financial data, are considered confidential. 
2. c) Use and Disclosure: Top Talent Agency shall not disclose or use confidential information for any purpose outside the scope of this agreement without the Client’s prior written consent. 
3. Payment Policies

• Payment Terms: Payments are outlined in the signed agreement or the Payment Package Addendum. Work will not begin until the initial payment is received. 

• Methods of Payment: Bank Wire and ACH transfers are accepted. 

• Late Payments: Late payments may result in delays or suspension of services. 

4. Documents Required Prior to Campaign Commencement

To protect Top Talent Agency’s interests, the following items must be submitted before work begins: 

• Signed client agreement. 

• Initial invoice paid in full. 

Failure to provide these documents will delay the project. 

5. Non-Solicitation

During the term of this agreement and for twelve (12) months thereafter, the Client shall not directly or indirectly solicit or employ Top Talent Agency employees, contractors, or affiliates, nor disrupt existing business relationships with vendors, customers, or partners. 

6. Non-Disparagement

Both parties agree not to make disparaging remarks publicly about the other’s products, services, or personnel during or after the term of this agreement. 

7. Governing Law

This agreement is governed by the laws of the State of California and the United States. 

• Jurisdiction and Venue: Any disputes shall be resolved exclusively in the County of Los Angeles, California. 

• Waiver of Objections: Both parties waive objections to jurisdiction, venue, or claims of inconvenient forum. 

8. Arbitration & Dispute Resolution

All disputes arising from this agreement shall be resolved through binding arbitration, with specific provisions for international clients: 

1. Domestic Arbitration: 

• For clients based in the United States, arbitration will take place in Los Angeles, California, pursuant to the rules of the California Arbitration Act. 

• The arbitrator(s) shall be bound by the terms of this agreement and California law. 

1. International Arbitration: 

• For clients based outside the United States, arbitration will be conducted in accordance with the rules of the International Chamber of Commerce (ICC). 

• The arbitration shall take place virtually or in a mutually agreed neutral location. 

• The proceedings will be conducted in English unless otherwise agreed by both parties. 

1. Applicable Law: 

• Domestic disputes will be governed by the laws of the State of California. 

• International disputes will be governed by U.S. federal laws and principles of international law, where applicable. 

1. Finality and Enforcement: 

• Arbitration decisions shall be final and binding for both parties. 

• Awards may be entered and enforced in any court of competent jurisdiction, including courts in the client’s country of residence. 

1. Legal Fees: 

• The prevailing party in arbitration shall be entitled to reasonable attorney’s fees and costs incurred in resolving the dispute. 

9. Results Disclaimer

Top Talent Agency provides tools, strategies, and professional guidance to achieve desired results. However, success also depends on the Client’s active participation. 

• Marketing and publicity are primarily indirect revenue sources designed to enhance visibility, momentum, and reputation. 

• Conversion of leads into sales is the Client’s responsibility, using the resources provided by Top Talent Agency. 

10. Ownership of Work Product

Unless otherwise agreed in writing, the Client owns all work product(s) upon full payment. Top Talent Agency will transfer all rights and materials related to the project, including intellectual property developed during the engagement. 

11. General Provisions

• Entire Agreement: This document constitutes the entire agreement and supersedes prior agreements, oral or written. 

• Amendments: Changes to this agreement must be made in writing and signed by both parties. 

• Waiver: Failure to enforce any term does not constitute a waiver of future enforcement. 

• Severability: If any provision is found invalid, the remaining provisions remain effective.