Recently, it has been rumored on the internet that a celebrity surnamed Wu has repeatedly interviewed young women in the name of casting and signing an artist agency contract. The author can't help but associate himself with some cases in his work practice, and find that many artists, especially some young artists who have just entered the industry and are not well known, are confused about the nature of the artist brokerage contract they have signed with the brokerage company. When they arbitrarily sign the contract and want to terminate it, they find themselves facing huge compensation and being locked up. Some artists see the word "commission" in the brokerage contract, and believe that the brokerage contract is a commission contract. They can terminate the commission relationship with the company at any time; Some artists believe that they receive a certain monthly fee from the company, and they also need to comply with some of the company's rules and regulations. The brokerage contract they sign is a labor contract, which can be unilaterally terminated in accordance with the provisions of the Labor Contract Law; Other artists believe that companies are introducing themselves to performing arts jobs, and brokerage contracts are intermediary contracts (known as intermediary contracts before the implementation of the Civil Code). However, in fact, it is not so simple. Brokerage contracts cannot be signed as soon as they want, nor can they be solved as soon as they want.

The determination of the nature of brokerage contracts has undergone a process of development and change in industry and judicial practice. At the stage of gradual rise and initial development of the performing arts brokerage business, the content of the brokerage contract is relatively simple, mainly including "the artist entrusts a brokerage company to act as a broker, and the brokerage company acts as an agent for the affairs related to the artist's performing arts career, and receives a certain amount of remuneration.". Therefore, some courts and parties may identify or assert that a brokerage contract is a "personal attachment" trust contract signed by both parties on the basis of mutual trust.

With the rapid development of the film and television entertainment industry, the performing arts brokerage business has become increasingly complex, and the services provided by brokerage companies for artists have become increasingly extensive. The brokerage relationship established between artists and companies can no longer be simply regarded as a principal-agent legal relationship. Brokerage contracts are not clearly defined in law, We can refer to Article 3 of the "Measures for the Administration of Performance Brokers" issued by the Ministry of Culture on December 5, 2012: "The term performance brokers as used in these measures includes practitioners engaged in performance organization, production, marketing, performance intermediation, agency, discipline, actor signing, promotion, agency, and other activities in performance brokerage institutions; and individual performance brokers registered with the county level cultural authorities." From the content of the above clauses, we can see that brokers in brokerage companies provide artists with various types of services, so the brokerage contracts signed between brokerage companies and artists are mostly the sum of multiple legal relationships of different natures.

In judicial practice, there is also a growing trend towards this view, Article 28 of the "Annual Report of the Supreme People's Court on Intellectual Property Cases (2009)" issued by the Supreme People's Court on April 14, 2010 states: "The nature and effectiveness of the performance contract signed between the performance brokerage company and the actors and the performance arrangement provisions therein" states: "In the case of dispute over the intellectual property contract between the applicant Xiong, Yang, and the respondent Beijing Zhenghe Century Culture Communication Co., Ltd. (hereinafter referred to as Century Company) [(2009) In Minshen Zi No. 1203, the Supreme People's Court clarified that a performance contract is a comprehensive contract, and the provisions on performance arrangements are neither agency nor disciplinary in nature, but rather a part of a comprehensive contract. The "unilateral dissolution" rule cannot be applied to performance arrangement provisions in isolation in accordance with the provisions of the Contract Law on agency contracts or disciplinary contracts

In the contract dispute case between Lin Moumou and Tianjin Yingzhong Culture Communication Co., Ltd. [(2018) Jing 03 Min Zhong No. 7469], The Beijing Third Intermediate People's Court has clearly determined that "The Brokerage Contract" is a comprehensive contract signed by Tianjin Yingzhong Company and Lin Moumou regarding the development of Lin Moumou's future performing arts business, which combines multiple rights and obligations, including various legal relationships such as entrustment, commission, intermediation, labor, copyright, and belongs to a comprehensive performance brokerage contract. "

It should be noted that not all brokerage contracts have a comprehensive nature and include multiple legal relationships such as entrustment, commission, intermediation, labor, and copyright. We need to judge the nature of the contract based on the specific content of the brokerage contract. The issue of termination of the brokerage contract that artists are concerned about also needs to be treated differently based on specific circumstances. The following is a brief analysis of the relationship between the three contract properties that are most likely to be confused by artists and brokerage contracts.

1. Brokerage contract and commission contract

An entrustment contract is a contract whereby the principal and the trustee agree that the trustee shall handle the principal's affairs. "If the brokerage contract only contains the content of entrustment and agency, such as" The artist entrusts a brokerage company to handle performing arts affairs, and the brokerage company accepts the artist's entrustment and handles relevant performing arts affairs on its behalf based on its industry resources, influence, and operating experience. "The brokerage contract is considered as a legal relationship of entrustment and agency.".

In addition to the situation mentioned in the second paragraph of this article, brokerage contracts that are purely commission contracts are often seen in the brokerage contracts of star artists. The artist signs the brokerage authority for different fields (such as film and television, live performance, music, and business separately) to different brokerage companies. In a brokerage contract for a certain field, only the content of the entrusted agent is specified, and the brokerage contract is a commission contract.

According to the relevant provisions of Article 933 of the Civil Code, the principal or trustee may terminate the entrustment contract at any time. The termination of this type of brokerage contract is relatively simple and easy. Of course, if the termination of the contract causes losses to the other party, the terminating party should compensate for the losses caused to the other party.

2. Brokerage contract and labor contract

A labor contract is an agreement between a worker and an employer to establish a labor relationship and clarify the rights and obligations of both parties. If the contract signed between the brokerage company and the artist is only nominally a brokerage contract, and the main terms are labor terms, such as "the brokerage company shall pay the artist monthly wages", "the artist shall abide by the rules and regulations of the brokerage company and relevant confidentiality and competition restriction agreements", and "the brokerage company shall pay social insurance for the artist", the relevant laws and regulations of the labor law shall apply. The termination of a brokerage contract should be handled in accordance with the relevant provisions for the termination of labor relations (such as advance notice, economic compensation, compensation, etc.).

Therefore, if the two parties do not reach a consensus on forming a labor relationship, the above content should be avoided in the brokerage contract as much as possible.

3. Brokerage and Intermediary Contracts

An intermediary contract is a medium service in which an intermediary reports an opportunity to conclude a contract or provides a contract to a client. If there are agreements in the brokerage contract that "the brokerage company has the right to recommend artists, find and arrange performance work for artists, and urge artists to sign relevant performance contracts and documents.", the brokerage contract includes the intermediary legal relationship.

If there are only similar intermediary clauses in a brokerage contract, especially in the aforementioned brokerage sub contract, then the brokerage contract is of an intermediary contract nature, and the dissolution of the intermediary contract shall refer to the relevant provisions of the commission contract.

4. Comprehensive brokerage contract

Generally speaking, most of the artist's brokerage contracts are full brokerage contracts (corresponding to sub brokerage contracts), which cover various activities of the artist's brokerage. The scope of brokerage includes, but is not limited to, commercial or non commercial activities related to entertainment and performing arts such as publishing, performing, broadcasting, live streaming, television, advertising, movies, audio recordings, and video recordings, as well as commercial or non commercial activities related to the artist's public image, Covers all aspects of artist brokerage business. Generally, a full brokerage contract is a comprehensive brokerage contract, which may include the following aspects in addition to the above terms of entrustment, labor, and intermediary nature:

Provide various services for artists: such as brokerage companies providing overall image planning and design, publicity and promotion services, performance training services, consultation and answer services, and so on.

2. Management of artists: including artists should accept the company's arrangements for work, provide effective contact information, artists should not undergo cosmetic surgery without authorization, tattoos, artists should not have bad behavior, and so on.

3. Restrictions on Artists: Artists are not obligated to cooperate with third parties in performing arts matters, and Party B is not allowed to establish, participate in, or participate in the management of third party companies that have the same business scope as brokerage companies or have a competitive relationship.

4. License for personal rights, intellectual property rights, and other rights: Brokerage companies have the right to use the artist's name (name and stage name), portrait, image, and sound for promotional purposes and other needs. Brokerage companies own intellectual property rights such as copyrights obtained by artists participating in creative or performance activities.

When a brokerage contract is recognized as a comprehensive contract, if the brokerage contract is a genuine expression of intent by both parties and does not violate the mandatory provisions of laws and administrative regulations, it is legally binding on both parties, and neither party may arbitrarily modify or terminate it. If one party unilaterally proposes to terminate the contract without obvious fault or breach of contract, the court may make a judgment to continue to perform the brokerage contract. If the court believes that both parties have lost trust and the basis and conditions for continuing to perform the contract, the court may also decide to terminate the brokerage contract and determine that the party proposing to terminate violates its obligation of good faith and needs to bear the responsibility for breach of contract. Especially when an artist unilaterally proposes to terminate a contract, it is likely that he or she will have to pay a huge amount of liquidated damages and compensate the brokerage company for various economic losses caused by the termination of the contract, which is often unexpected when some young artists sign up.

To sum up, the signing, performance, and dissolution of brokerage contracts is a long-term and complex process full of interest games. I hope that young people will keep their eyes open and not be deceived by signing brokerage contracts or signing brokerage contracts that have not been carefully checked at will; We also hope that artists and brokerage companies will respect each other, live in harmony, adhere to the spirit of contract, and jointly create a good industrial environment for prosperity, development, and orderly competition.

(This article is translated by software translator for reference only.)