HomeMy WebLinkAboutWWE EC TOURING Ar AI i M°31,911'trw
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; 411 \ VA k E
3S-f71" 1201 l)monbreun Street,15th Fluor
rreoraterau Nashvilk,TN 37203
USA
Phone:41 615.963-3318
email:awb@WMEentertainment.com
EASTON CORBIN
ARTIST RIDER AND ADDENDA ATTACHED HERETO HEREBY MADE A PART OF THIS CONTRACT
Agreement made 19 Nov 2018 between EC TOURING,INC.(hereinafter referred to as"PRODUCER")furnishing the services of EASTON CORBIN
(hereinafter referred to as"ARTIST")and CITY OF JEFFERSONVILLE-PARKS DEPARTMENT/Sara Simpson(hereinafter referred to as
"PURCHASER")
It is mutually agreed between the parties as follows:
The PURCHASER hereby engages the PRODUCER to furnish the services of ARTIST for the Engagement(as described herein)upon all the terms and
conditions herein set forth,including,without limitation,Addendum"A"(Additional Terms and Conditions),the Artist Rider,and any other
PRODUCER addenda referenced herein(if any),all of which are attached hereto and fully incorporated herein by reference.
1. ENGAGEMENT VENUE(S):
JEFFERSONVILLE RIVERSTAGE
100 West Riverside Drive
Jeffersonville,IN 47130
USA
2. DATE(S)OF ENGAGEMENT: Sat 15 Jun 2019
a. Number of Shows:
b. Show Schedule(s): 05:00 PM:!Nuns
07:00 PM:Support-TBA:Artist Approved
08:10 PM:Support-TBA:Artist Approved
09:30 PM:FASTON CORBIN;(60-75 min.);Confirmed-To Close
3. BILLING(in all forms of advertising):
100%Sole Headline Billing
4. COMPENSATION:
535,000.00 USD(Thirty Five Thousand U.S.Dollars)flat GUARANTEE.
DEPOSIT requirements and PAYMENT TERMS are further set%orth below in Section 10.
5. PRODUCTION AND CATERING:
-Purchaser agrees to provide and pay for sound and lights as required by Artist.
-Purchaser must provide and pay for ten(10)stagehands.
-Purchaser to provide and pay for two(2)spotlights,as required by Artist.
ProductionContact: Chris Hughes
(502)523-1333(oft)
chris®supdjs.com
6. TRANSPORTATION AND ACCOMMODATIONS:
a)Air transportation:
b)Accommodations:-Purchaser to provide and pay for two(2)single and three(3)double hotel accommodations as required by Artist.
c)Air freight and excess baggage:
Agreement dated 19-November-2018 EASTON CORBIN
Page 1 of 9 CITY OF JEFFERSONVILLE-PARKS DEPARTMENT
WME AFM;rev.2014-05-291hrpdated March,2015 Seq.:4763489
d)Ground transportation:-Purchaser agrees to provide and pay for ground transportation(large van)with runner for duration of show day, as
required by Artist,
e)Meals and incidentals:
I)Other:
Any changes to the above-mentioned arrangements arc subject to the sole and exclusive prior written approval of PRODUCER.
7. SPECIAL PROVISIONS:
-Prior to announcing or scheduling on-sale date,purchaser must contact Enzo DeVincenzo
(enzo@redlightmanagement.com<mailto:enzo@redlightmanagcment.coin>),Haley McLcmore
(haley@redlightmanagement.com<mailto:haley@redlightmanagement.com>),Emilie Glover
(emilie.glover@redlightmanagement.com<mailto:emilie.glover®redlightmanagernent.coin>),and CC Briarman Whitfield
(briarman.whitfield@redlightmanagemcnt.com<mailto:briarman.whitfield@redtightmanagement.com>)and Brooke Yancey
(Brooke.Yancey@redlightmanagement.com<mailto:Brooke.Yancey@redlightmanagement.coin>)for approval of marketing and advertising plan.
-All sponsorships,including radio station and/or'presents'must be approved in writing by Artist's management prior to announcing or going on-sale. Contact Enzo
DeVincenzo(enzo@redlightmanagement.com<mailto:enzo@redtightmanagement.com>),Haley McLemore
(haley@redlightmanagement.com<mailto:Kaley@redlightmanagement.com>),Emilie Glover
(emilie.glover@redlightmanagement.com<maitlo:emilie.glover@redlightmanagement.com>),and CC Briarman Whitfield
(briarman.whitfield@redlightmanagement.com<mailto:briarman.whitfield@redlightmanagement.com>)and Brooke Yancey
(Brooke.Yancey@redlightmanagemenl.eom<mailto:Brooke.Yancey@redlightmanagement.com>)
-Purchaser to pay for and utilize Artist supplied ad mats,radio and television spots from Tour Designs. No other forms of advertising are permitted. Contact Bill
Kittle at
323.769-4776 or billkittle@tourdesign.com<mailto:billkittle@tourdesign.com>.
-Purchaser to provide ticket counts,where applicable,to WME/Nashvillc on Mondays and Thursdays. Counts should he called in to 615-963-8352 or e-mailed to
nashticketcounts@wmeentertainment.conr<mailto:nashticketcounts@wmeentertainment.com>by 12:00 Noon CST on ticket count days.
-Artist agrees to participate in a meet&greet with no more than 25 people.Exact time,location,and duration to be advanced with Tour Manager.
Artist shall not perform a publicly advertised engagement within 90 miles of the applicable Venue,for a period of 90 days prior to or 90 days
after the performance of the Engagement at this applicable Venue.
Notwithstanding the foregoing,Artist shall NOT be precluded from performing the following:
(i)private performances which are not publicly advertised and for which tickets are not sold to the general public;
(ii)charitable events or multi-Artist charity concerts;
(iii)any non-performing appearances(whether public or private);
(iv)radio and/or TV appearances or performances,including,without limitation TV specials,televisions news,
talk shows,and award shows.
Producer/Artist will not authorize the advertising of a subsequent public performance by Artist to be held within such radius,until the
completion of the Engagement at the applicable Venue herein,unless such Engagement is sold out or unless such advertising is approved by
Purchaser.
8. ARTIST RIDER:
PURCHASER shall provide and pay for all terms and conditions contained in the ARTIST rider and shall fully comply with all provisions thereof.
9. CURRENCY AND EXCHANGE RATE:
10.PAYMENT TERMS:
a.DEPOSIT In the amount of 517,500.00 USD shall be paid to and in the name of PRODUCER's agent,WILLIAM MORRIS ENDEAVOR
ENTERTAINMENT,LLC,to be received not later than 15 May 2019;
All deposit payments shall be paid via certified or cashier's check sent to:
Agreement dated 19-November-2018 EASTON CORBIN
Page 2 of 9 CITY OF JEFFERSONVILLE—PARKS DEPARTMENT
WME AFM;rev.2014-05-291/updated March,2015 Seq.:2763489
WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,LLC
ATTN:Abby Wells Baas
1201 Demonhreun Street,15th Floor
Nashville,TN 37203
USA
OR via bank wire as follows:
CITY NATIONAL BANK ABA no.:064009445
54 Music Square East William Mortis Endeavor Account No. 684001426
Nashville,TN 37203 ORG:City of Jeffersonville-Parks Department /REF: Easton Corbin/Jun 15,
2019
WME booking code: PAC 866358
Please be sure to.rpecj,(►'the following to avoid c o./i siwi and/or misapplication ra' ec your company name
(as sender),name aphe artist,.start date(j'the Engagenrentts).
b. BALANCE of the monies shall be paid to and in the name of PRODUCER by certified or cashier's check or bank wire(as designated by
PRODUCER),to be received by PRODUCER not later than prior to the tirst show of the Engagement,
c. Earned percentages,overages and/or bonuses,if applicable,are to he paid to PRODUCER in cash(if requested by PRODUCER,and to the
extent permitted by law),or by certified or cashier's check or bank wire(as designated by PRODUCER),immediately following the last show of
the Engagement.
d. In the event the full price agreed upon to be paid by PURCHASER does nut include percentages or overages,and the actual gross box office
receipts from the Engagement exceed the gross potential as stated herein,such amounts shall be paid in full to PRODUCER in cash(if required by
PRODUCER and to the extent permitted by law)or by certified or cashier's check or bank wire(as designated by PRODUCER),immediately
following the last show of the Engagement.
I1. SCALING AND TICKET PRICES:
MU UNA 1110111 611000 On mann in t 11P.allltis .WOW glum IIIR 11111111.11.8 Wllli tIM)t:na t ttIQ.+Iltli.1113
Sat I S Jun 9:)0 PM 12,000 (1A Standing 0 0 0
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Free Show 14111 4 MIN1tia11410111110
-Outdoor/Covered Stage
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12.EXPENSES;
NIA
13.MERCHANDISING:
Artist sells;All Merchandise: 100.00%of proceeds to ARTIST.
14.VISAS AND WORK PERMITS:
IS.TAXES:
Agreement dated 19-November-2018 EASTON CORBIN
Page 3 of 9 CITY OF JEFFERSONVILLE-PARKS DEPARTMENT
WME AFM;rev.2014•05-29:updated March,2015 Seq.:2763489
ADDENDUM A•MDDIT(ONALTERMS AND_CONDITION$1.ARTIST RIDER.AND ANY OTHER PRODUCER ADDENDA REFERENCQHEREIN(IF ANY).ARE 4(,J
ATTACHED HERETO AND FUL.Y INCORPORATED HEREIN 8Y REEMERGE,
r.
► ! IEREp1*1Iciaties hereto have hereunto set their names and seals on the day and yet i 1 ve- tten,
By: h I3y:
CITY OF JEFPERSONVILLE—PARKS� DEPARTMENT EC TOURING,INC.
San Simpson ✓1 ZOPL4 Fed ID:27-1524704
500 Quertemas ter Court t .'
Suite 212 f •t1d
Jeffersonville,IN 47 U0
USA
a. . I. .� v.0<� • I. •,• uIJJ ••I • Si .eII . • a„ .d • .• . ... . , •nt Y . ._
Agreement dlted 19-November•20I8 EASTON CORRIN
Page 4 o19 CITY OF JEFFERSONVI LLE—PARKS DEPARTMENT
WMC AFM;rev.2014-05-29tIupdated Muth,201$ Seq.:2763489
ADDENDUM"A"
ADDITIONAL TERMS AND CONDITIONS
A.COMPENSATION
(1) Unless otherwise specified, all payments shall be made in full without any deductions whatsoever. If not already indicated on the face page of this Agreement,
PURCHASER will advise PRODUCER,or PRODUCER's agent,promptly upon request(but in no event later than the on-sale date),of the net admissions prices for the
entertainment presentation and shall further disclose any added charges and applicable lax in connection therewith.
(2)In the event the payment to PRODUCER shall be based in whole or in part on receipts of the performance(s)hereunder,PURCHASER agrees to deliver to PRODUCER
a certified statement of the gross receipts of each performance within two(2)hours following such performance.PRODUCER shall have the right to have a representative
present in the box office at all times and such representative shall have access to box office records of PURCHASER relating to gross receipts of the Engagement.
(3) In the event that the payment of PRODUCER's share of said performance(s) receipts is based in whole or in part upon expenses related to the Engagement,
PURCHASER shall verify by paid receipts,cancelled check or similar documents all such expenses,or they shall not be included as an expense of the Engagement.
(4)In the event the payment to PRODUCER does not include a percentage payment,if the actual gross box office receipts from the Engagement exceed the gross potential as
stated on the face of this Agreement or as otherwise agreed in writing between the parties,such excess shall be immediately paid in full to PRODUCER in cash.
B.TICKETS
(1)PURCHASER shall not announce,advertise,promote or sell tickets to the Engagement until authorization in writing has been received from PRODUCER.
(2)ALL TICKETS MUST BE NUMBERED.NO TICKETS SHALL BE PRICED AT MORE THAN THE AGREED UPON PRICE EXCLUSIVE OF VALUE ADDED
TAX OR OTHER SALES—BASED TAX WITHOUT PRODUCER'S PRIOR APPROVAL.
(3)If ticket price scaling shall be varied in any respect,the percentage of compensation payable to PRODUCER shall be based upon whichever of the following is more
favorable to PRODUCER: (i)the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing by the parties,or(ii)the actual ticket
price scaling in effect for the Engagement.
(4)The PRODUCER's representative shall have the right to inspect ticket racks and all box office and other records with respect to such receipts,including,but not limited
to,unsold tickets,printed but unsold tickets(so-called"deadwood")and stubs of tickets sold,for the purpose of verifying the statements.PRODUCER's representative will
upon request be admitted to the box office at all times during the sale of tickets for the Engagement hereunder,
(5)There shall be no dynamic ticket pricing unless mutually agreed upon by PRODUCER and PURCHASER in writing.In the event the parties agree to participate in
dynamic ticket pricing all terms thereof shall be subject to mutual written approval including,without limitation,all ticket prices and adjustments thereto,scaling,gross box
office potential and additional ticketing charges(if any).All elements thereof,including,without limitation,all ticket pricing/scaling/adjustments,ticketing charges(if any)
and final gross revenue must be transparent and presented at settlement in writing to PRODUCER to evidence compliance with the foregoing.
(6) PURCHASER agrees that any inclusion of ARTISTS performance hereunder in a subscription or other type of series is subject to the prior written consent of
PRODUCER,
(7)PURCHASER shall not commit ARTIST to any interviews,promotional appearances,meet&greets,or otherwise without PRODUCER's prior,written consent,which
shall be given or withheld in PRODUCER's sole discretion.
C.FACILITIES
(I)PURCHASER agrees to furnish at its sole cost and expense on the date(s),time(s)and place(s)of the performance(s)all that is necessary for the proper and lawful
presentation of the Engagement,including,without limitation,a suitable venue,well-heated,ventilated,lighted,clean and in good order,stage curtains,properly tuned grand
piano or pianos and all necessary first class sound equipment in perfect working condition including amplifiers, microphones in number and quality required by
PRODUCER,dressing rooms(clean,comfortable,properly heated and air-conditioned and near the stage),all necessary electricians and stage hands,all necessary first class
lighting,tickets,house programs,all licenses(including musical performing rights licenses),adequate security,ushers,ticket sellers,ticket takers,appropriate and sufficient
advertising in all media and PURCHASER shall pay all other necessary expenses in connection therewith.
(2)PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder as provided on the face of the Agreement,or as
designated in the attached ARTIST Rider,unless otherwise agreed by PRODUCER and PURCHASER in writing.Exact requirements to be advised if same differs from
ARTIST Rider specifications.
(3)PURCHASER will pay all music royalties in connection with PRODUCER's use of music,and in addition,the costs of any musicians(including contractor)other than
those furnished by PRODUCER as part of PRODUCER'S regular company.
(4)PURCHASER agrees to pay all amusement taxes,if applicable.
(5)PURCHASER shall comply with all regulations and requirements of any union(s)that may have jurisdiction over any of the said materials,facilities and personnel to be
furnished by PURCHASER and PRODUCER.
(6) If PRODUCER so requires, PURCHASER will furnish at its expense all necessary facilities, electricians, stage hands and other personnel for lighting and dress
rehearsals.PURCHASER shall furnish at its own expense all other items and personnel including,but not limited to,any and all personnel,including musicians,as may be
required by any national or local union(s) required for the proper presentation of the performance hereunder, and any rehearsals therefore, except for those items and
personnel which PRODUCER herein specifically agrees to furnish.
(7)PURCHASER shall ensure compliance with all applicable requirements of laws and regulations as to health and safety,licensing,insurance,hygiene,fire,access,egress,
security,and generally in relation to the performance(s)and the venue(s)for such performance(s).
(8)PURCHASER shall be solely responsible for providing a safe environment for the Engagement,including but not limited to with respect to the staging,stage covering,
grounding, supervision and direction of the Engagement,and security, so that the Engagement and all persons and equipment are free from adverse weather and other
conditions,situations and events("Adverse Conditions").PRODUCER/ARTIST shall not have any liability for any damage or injury caused by such Adverse Conditions.
Agreement dated 19-November-2018
Page 5 of 9 EASTON CORBIN
Cl IT OF JEFFERSONVILLE-PARKS DEPARTMENT
WME AFM;rev,2014-05-29i/updated March,2015
Seq.:2763489
D.PRODUCTION CONTROL
(I)PRODUCER shall have the sole exclusive creative control over the production and presentation of ARTISTS performance at the Engagement hereunder,including,but
not limited to,the details,means and methods of the perfonnance of the performing artists hereunder,and PRODUCER shall have the sole right,as PRODUCER may see fit,
to designate and change at any time the performing personnel other than the ARTIST herein specifically named.
(2)ARTIST shall at all times be the headline act and will be the closing act of each show,unless otherwise specified herein.PURCHASER agrees that no performers other
than those to be furnished by PRODUCER hereunder will appear on or in connection with the Engagement hereunder. PURCHASER agrees to supply and pay for all
supporting acts,if any,which must be requested and/or approved by PRODUCER.
(3)PURCHASER agrees to promptly comply with PRODUCER's directions as to stage settings for the perfomtance hereunder.
(4)It is understood that no stage seats arc to be sold or used without PRODUCER'S prior written consent.
E.EXCUSED PERFORMANCE
If,as the result of a Force Majeure Event(as defined below),PRODUCER or ARTIST is unable to,or is prevented from,performing the Engagement or any portion thereof
or any material obligation under this Agreement,then PRODUCER's and ARTIST's obligations hereunder will be fully excused,there shall be no claim for damages or
expenses by PURCHASER,and PURCHASER shall bear its own costs and expenses in connection with this Agreement.Notwithstanding the foregoing:(i)PURCHASER
shall be obligated and liable to PRODUCER for such proportionate amount of the payment provided for herein as may be due hereunder for any performance(s)which
PRODUCER may have rendered up to the time of the inability to perform by reason of such Force Majeure Event;and(ii)in the event of such non-performance as a result of
a Force Majeure Event,if ARTIST is ready,willing,and able to perform(but for the occurrence of such Force Majeure Event),then PURCHASER shall nevertheless pay
PRODUCER an amount equal to the full GUARANTEE plus all other payments and compensation due hereunder.For clarification,in the event of cancellation due to any
Force Majeure Event,and whether or not ARTIST is ready,willing and able to perform,PURCHASER shall remain responsible for all transportation,accommodations,
expense reimbursements and any other payments or compensation for PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement.
A"Force Majeure Event"shall mean any one or more of the following acts which makes any perfonnance(s)by PRODUCER or ARTIST contemplated by this Agreement
impossible,infeasible or unsafe:acts of God;act(s)or regulation(s)of any public authority or bureau,civil tumult,epidemic,act(s)of the public enemy;act(s)or threats of
terrorism; threats; insurrections; riots or other forms of civil disorder in, or around, the Engagement venue or which PRODUCER and/or ARTIST reasonably believe
jeopardizes the safety of ARTIST,any of ARTIST'S equipment,musicians or other performers,or any of PRODUCER's key personnel;embargoes;labor disputes(including,
without limitation,strikes,lockouts,job actions,or boycotts);fires;explosions;floods;shortages of energy or other essential services;failure of technical facilities;failure or
delay of transportation; death,disability,illness, injury or other inability to perform of ARTIST,any of ARTISTs musicians,other performers,crew,representatives or
advisors,any of ARTISTS family members,any of PRODUCER'S key personnel,or any other person personally known to ARTIST whose death,disability,illness or injury
adversely impacts ARTIST's ability to perform in connection with the Engagement;or other similar or dissimilar causes beyond the control of ARTIST or PRODUCER
which make any performance(s)contemplated by this Agreement impossible,infeasible or unsafe.
F.INCLEMENT WEATHER
Notwithstanding anything contained to the contrary herein,inclement weather shall not be deemed a Force Majeure event and PURCHASER shall remain liable for payment
to PRODUCER of the full GUARANTEE plus all other compensation due hereunder if the performances)is rendered impossible, infeasible or unsafe by such weather
conditions.For clarification,PURCHASER shall remain responsible for all other terms and conditions of this Agreement,including,without limitation accommodations,
transportation,and expense reimbursements for ARTIST and touring party.
G.PRODUCER'S RIGHT TO CANCEL
PURCHASER agrees that PRODUCER may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least thirty(30)days prior to
the commencement date of the Engagement hereunder.Upon termination of the Agreement in accordance with this Section G,PRODUCER shall return to PURCHASER
any deposit previously received by PRODUCER in connection with the Engagement.Subject to the foregoing,upon such termination,the parties shall have no further rights
or obligations hereunder,and each of the parties shall bear its own costs incurred in connection with this Agreement.
H.BILLING
{1)ARTIST shall receive billing in such order,form,size and prominence as directed by PRODUCER in ail advertising and publicity issued by or under the control of the
PURCHASER,including,but not limited to,displays,newspapers,radio and television ads,electric lights,posters,houseboards and announcements.
(2)PURCHASER may only use ARTISTs name and pre approved:voice,likeness,materials,pictures,photographs,image,or other identification of ARTIST(collectively,
"ARTISTs Likeness")in connection with PURCHASER's advertising and publicizing of the Engagement,however PURCHASER's use of ARTISTS Likeness shall not be
as an endorsement or indication of use of any product or service and no corporate or product/service name or logo shall be included in any such advertising and publicity
absent PRODUCER's prior written approval in each instance. Notwithstanding the foregoing, the placement, form, content, appearance, and all other aspects of
PURCHASER's use of ARTIST's Likeness shall at all times be subject to the prior written approval of PRODUCER.
1.MERCHANDISING
PRODUCER shall have the exclusive right to sell souvenir programs,ballet books,photographs,records and any and all types of merchandise including,but not limited to,
articles of clothing(i.e.T-shirts,hats,etc.),posters,stickers,etc.,on the premises of the place(s)of performance without any participation in the proceeds by PURCHASER
subject,however,to concessionaire's requirements,if any,as specified in this Agreement.
Agreement dated 19-November-2018 EASTON CORBIN
Page 6 of 9 CITY OF JEFFERSONVILLE-PARKS DEPARTMENT
WME AFM;rev.2014-05-29i/updated March,2015 Seq.:2763489
J.NO RECORDING/BROADCAST
PURCHASER shall not itself,nor shall it permit or authorize others(including,without limitation,PURCHASER or venue employees,representatives or contractors)to
record,broadcast,televise,film,photograph,webcast,or otherwise reproduce the visual and/or audio performances hereunder(or any part thereof)and/or ARTIST and/or
PRODUCER's personnel at any time during the Engagement.In the event PRODUCER does so grant any of the aforementioned rights,such rights shall be subject to a
separate written agreement and PURCHASER shall be responsible,at PURCHASER's sole cost and expense,for securing any and all necessary third party rights,licenses,
clearances,and permissions(including,but not limited to,all necessary publishing and record label clearances)required in connection with PURCHASER's capture and/or
exploitation of the same.Notwithstanding the foregoing,and further to any additional obligations of PURCHASER to indemnify PRODUCER/ARTIST contained in this
Agreement,PURCHASER shall indemnify and hold harmless PRODUCER and ARTIST from any and all damage(s)it,or they,may sustain as a result of PURCHASER's
failure to comply herewith.
K.PURCHASER DEFAULT
(1)In the event PURCHASER refuses or neglects to provide any of the items herein stated or comply with any provisions hereunder,and/or fails to promptly make any of
the payments as provided herein and/or fails to proceed with the Engagement and/or fails to furnish PRODUCER or ARTIST with any documentation,tickets or notice or
proof thereof as required hereunder,at the times herein specified,then any such failure shall be deemed a substantial and material breach of this Agreement and PRODUCER
shall have the right(in PRODUCER's sole discretion),without prejudice to any other rights and remedies to:(i)immediately terminate this Agreement and cancel any or all
remaining Engagement hereunder; (ii)retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach; (iii) receive the full
GUARANTEE(or the unpaid balance thereof)plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by
PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement;and(iv)PRODUCER and ARTIST shall have no Rather
liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances
PURCHASER shall remain responsible for all transportation,accommodations,and expense reimbursements for PRODUCER/ARTIST and entourage pursuant to the terms
of this Agreement.
(2)If,on or before the date of any scheduled engagement,PURCHASER has failed,neglected,or refused to perform any contract with PRODUCER/ARTIST,and/or any
contract with any third party relating to this Engagement,and/or any other contract with any other performer for any other engagement(whether or not related),or if the
financial standing or credit of PURCHASER has been impaired or is in PRODUCER's opinion unsatisfactory,PRODUCER shall have the right to demand payment of the
full GUARANTEE and all other compensation due pursuant to this Agreement.If PURCHASER fails or refuses to make such payment forthwith,then any such failure shall
be deemed a substantial and material breach of this Agreement,and PRODUCER shall have the right(in PRODUCER'S sole discretion),without prejudice to any other rights
and remedies,to:(i)immediately terminate this Agreement and cancel any or all remaining Engagement hereunder;(ii)retain all amounts already paid to PRODUCER by
PURCHASER as partial compensation for such anticipatory breach;(iii)receive the full GUARANTEE(or balance thereof)and all other compensation due pursuant to this
Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement;
and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this
Agreement.For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all transportation,accommodations,and expense reimbursements for
PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement.
L.INSURANCE/IND EMNIFICATION
(l)PURCHASER shall obtain and maintain,from the date hereof through completion of the Engagement,commercial general liability insurance coverage,including a
contractual liability endorsement as respects this Agreement,liquor liability (either from PURCHASER, if PURCHASER is famishing liquor,or from PURCHASER's
designated concessionaire),in an amount of not less than Five Million Dollars($5,000,000)per occurrence(but in no event in amounts less than the limits required by the
venue and/or as set forth in the ARTIST rider,if any);business automobile liability insurance covering all owned,non-owned and hired vehicles used by or on behalf of
PURCHASER with a minimum combined bodily injury and property damage liability limit of Five Million Dollars($5,000,000)per occurrence;and workers compensation
and employer's liability insurance(including stop gap liability where applicable)with minimum limits of One Million Dollars($1,000,000)per claim(but in no event in
limits less than those required by law and/or less than the limits required by the venue and/or as set forth in the ARTIST rider,if any.)Notwithstanding the foregoing,for any
Engagement at which the allowable capacity is in excess of Twenty-Five Thousand (25,000) attendees,but less than Fifty Thousand(50,000)attendees,the required
commercial general liability insurance coverage limit shall be in an amount of not less than Ten Million Dollars(510,000,000)per occurrence,and for any Engagement at
which the allowable capacity is Fifty Thousand(50,000)or more attendees,the required commercial general liability insurance coverage limit shall be in an amount of not
less than Fifteen Million Dollars($15,000,000)per occurrence.All of the insurance requirements set forth above shall not be construed as a limitation of any potential
liability on behalf of PURCHASER.All such insurance required above shall be primary and non-contributory,and shall be written by insurance companies qualified to do
business in the state(s)of the Engagement(s)with A.M,Best ratings not less than A minus or better.Such insurance policies shall contain a waiver(s)of subrogation with
respect to the PRODUCER,ARTIST and their respective officers,directors,principals,agents,employees and representatives and shall provide that the coverage thereunder
may not be materially changed,reduced or canceled unless thirty(30)days prior written notice thereof is furnished to PRODUCERJARTIST.Not less than ten(10)days
prior to each Engagement, PURCHASER shall furnish PRODUCER/ARTIST with an appropriate certificate(s)of insurance evidencing compliance with the insurance
requirements set forth above and naming PRODUCER,ARTIST and PRODUCER/ARTIST's respective officers,directors,principals,agents,employees and representatives
as additional insureds.PRODUCER's failure to request,review or comment on any such certificates shall not affect PRODUCER's rights or PURCHASER's obligations
hereunder.Upon request,PURCHASER shall immediately furnish to PRODUCER/ARTIST a full and complete copy of all insurance policies required to be maintained by
PURCHASER herein.
(2)PURCHASER hereby agrees to save, indemnify and hold harmless PRODUCER and ARTIST, and their respective agents,representatives, principals, employees,
officers and directors, from and against any claims, suits, arbitrations, liabilities, penalties, losses, charges,costs, damages or expenses, including,without limitation,
reasonable attorney's fees and legal expenses,incurred or suffered by or threatened against PRODUCER or ARTIST or any of the foregoing in connection with or as a result
of any claim including without limitation,a claim for death,personal injury or property damage or otherwise brought by or on behalf of any third party person,firm or
corporation as a result of or in connection with the Engagement,or any acts or omissions of PURCHASER or its employees,agents,or other representatives in connection
with the transactions contemplated by this Agreement,which claim does not directly result from the gross negligence of the ARTIST and/or PRODUCER.
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M.ROLE OF AGENT
WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,LLC acts only as agent for PRODUCER and assumes no liability hereunder and in furtherance thereof and for the
benefit of William Moms Endeavor Entertainment, LLC,it is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join William Morris Endeavor
Entertainment,LLC,or any of its parents,subsidiaries,officers,directors,principals,agents,employees and representatives(collectively,"WME")as a party in any civil
action or suit anywhere in the world,arising out of,in connection with,or related to any acts of commission or omission pursuant to or in connection with this Agreement by
either PURCHASER or PRODUCER/ARTIST,To the extent applicable,without limiting the generality of the foregoing and for the avoidance of doubt,WME expressly
assumes no liability hereunder for any claims,losses,damages,complications,consequences,or other events that may occur as a result of the failure of either party hereto to
obtain any of the visas,work permits,and/or other documentation required for the performance of the parties'obligations hereunder(hereinafter,the"Travel Documents").It
is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join WME as a party in any civil action or suit anywhere in the world,arising out of,in
connection with,or related to any failure of either party hereto to obtain,secure,or procure the Travel Documents.
N.NOTICES
All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement.
O.CONTROLLING PROVISIONS
In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any riders,addenda,exhibits or any other attachments hereto,the
parties agree that the provisions most favorable to PRODUCER and ARTIST shall control.
P.LIMITATION OF LIABILITY
In no event shall PRODUCER and/or ARTIST(nor any of their respective agents, representatives,principals, employees, officers, directors and affiliates)be liable to
PURCHASER(or any third party)for any indirect,incidental,consequential,special,punitive(or exemplary),or any similar damages,including,without limitation,lost
profits,loss of revenue or income,cost of capital,or loss of business reputation or opportunity,as to any matter under,relating to,or arising out of the Engagement or the
transactions contemplated by this Agreement,whether in contract, tort or otherwise,even if PRODUCER and/or ARTIST has been advised of the possibility of such
damages. Under no circumstances shall the liability of PRODUCER and/or ARTIST(or any of their respective agents,representatives,principals,employees,officers,
directors or affiliates) exceed, in the aggregate, an amount equal to the lesser of(i)the amount of reasonably necessary out-of-pocket expenses directly incurred by
PURCHASER in connection with ARTIST'S performance at the Engagement taking into account any amounts PURCHASER has recovered using its best efforts to mitigate
losses;or(ii)the amount of the GUARANTEE which ARTIST and/or PRODUCER have actually received in accordance with the terms of this Agreement.PURCHASER
agrees that it shall not(and shall cause its affiliates not to)seek indirect,incidental,consequential,special,punitive(oz exemplary),or any other similar damages as to any
matter under,relating to,or arising out of the Engagement or the transactions contemplated by this Agreement.
Q.MISCELLANEOUS PROVISIONS
(I)Nothing in this Agreement shall require the commission of any act contrary to applicable law or to any rules or regulations of any union,guild or similar body having
jurisdiction over the services and personnel to be furnished by PRODUCER to PURCHASER hereunder. In the event of any conflict between any provision of this
Agreement and any such law,rule or regulation,such law,rule or regulation shall prevail and this Agreement shall be curtailed,modified,or limited only to the extent
necessary to eliminate such conflict.
(2)Purchaser shall comply,and shall ensure that its affiliates,subsidiaries,directors,managers, officers,employees,agents,and representatives comply,at Purchaser's
expense,with all applicable laws,rules,and regulations in relation to its operations and performance of its obligations under this Agreement,including without limitation,
any law,regulation,statute,prohibition,or other measure maintained by any agency or department of any national government,regional body,multilateral institution or
other body which is responsible for the adoption,implementation or enforcement of sanction laws,including,but not limited to,the United Nations Security Council,the
Council of the European Union,the European Commission,the relevant competent authorities of individual European Union Member States,the United States Department
of Treasury's Office of Foreign Assets Control,the United States Department of Commerce,the relevant competent authorities of Australia,or any replacement or other
regulatory body responsible for sanctions laws in any country relating to the implementation,application and enforcement of economic sanctions, export controls,trade
embargos or any other restrictive measures,including but not limited to those measures which prohibit or otherwise restrict either party's ability to make a service available
either directly or indirectly to a sanctioned person and those measures which restrict or prohibit either party from engaging in specified dealings with a specified class of
person,whether defined by nationality,business sector or otherwise.
(3)Purchaser represents and warrants that neither it nor its affiliates,subsidiaries,directors,managers,officers,employees,agents,or representatives is(i)a person or entity
or,(ii)controlled by a person or entity,on the U.S.Treasury Department's list of Specialty Designated Nationals and Foreign Sanctions Evaders List,the U.S.Commerce
Department's Denied Persons List or Entity List,the U.K.HM Treasury Consolidated List of Financial Sanctions Targets,the U.K.Export Control Organisation's Iran List,
the Australian Government Sanctions Consolidated List,or otherwise designated as subject to financial sanctions or prohibited from receiving Australian, U.S.,or U.K.
services,or any other equivalent local provisions.Purchaser agrees to notify both Producer and WME immediately in writing of any change in ownership or control that
might violate this Section of the Agreement.Producer or WME may terminate this Agreement upon providing written notice of termination to Purchaser,if Producer or
WME's performance of its obligations or receipt of consideration hereunder would,as reasonably determined by WME or Producer,result in non-compliance with any laws,
rules and regulations applicable to Producer or WME.
(4)Purchaser agrees to comply with all applicable laws and regulations,including,but not limited to,the US Foreign Comrpt Practices Act,the UK Bribery Act and the laws
of the country in which any transactions are made or services are provided under this Agreement. Purchaser further agrees that Purchaser and any person or entity working
on Purchaser's behalf in connection with the services provided under this Agreement shall not make any payment or transfer anything of value,directly or indirectly,to:(i)
any governmental official or employee(including employees of government-owned and government-controlled corporations and public international organizations);(ii)any
political party,official of a political party,or candidate for public office;(iii) any intermediary,including,but not limited to,agents,close associates or family members of
government officials,for payment to any government official;(iv) any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage,in
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connection with Purchaser's affairs;or(v) any other person or entity;if such payment or transfer would violate the US Foreign Corrupt Practices Act,the UK Bribery Act,
and/or laws of the country in which the transaction is made and/or services are provided under this Agreement.
(5)This(and any of PRODUCER'S:riders,addenda,exhibits or attachments hereto)constitutes the sole,complete and binding agreement between the parties hereto,and
may not be amended,supplemented,altered or discharged except by an instrument in writing signed by the parties. If any pan of this Agreement is determined to be void,
invalid or unenforceable,such invalid or void portion shall be deemed to be separate and severable from the other portions of this Agreement,and the other portions shall be
given full force and effect,as though the void and invalid portions or provisions were never a part of this Agreement.
(6)This Agreement shall be construed in accordance with the laws of the State of Tennessee applicable to agreements entered into and wholly to be performed therein.
Unless stipulated to the contrary in writing,all disputes arising out of this Agreement,wherever derived,shall be resolved in Nashville,Davidson County in the State of
Tennessee in accordance with the laws of that State;in the event of any such dispute,either party may effect service of process on the other party by certified mail,return
receipt requested,and said service shall be equivalent to personal service and shalt confer personal jurisdiction on the courts in Nashville,Davidson County in the State of
Tennessee and shall be deemed effective upon the earlier of the recipient's mail receipt date or ten(10)days after the mailing of such process,provided that a duplicate of
such process shall have been mailed to the other party by ordinary mail at the same time as the certified mailing.
(7)PURCHASER shall not have the right to assign or transfer this Agreement,or any provision thereof.
(8)The waiver of any breach of any provision of this Agreement shall not be deemed a continuing waiver,and no delay in exercise of a right shall constitute a waiver.
(9)Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership,or joint venture,nor to make PRODUCER and/or ARTIST liable in
whole or in part for any obligation that may be incurred by PURCHASER, in PURCHASER'S carrying out any of the provisions hereof,or otherwise.THE PERSON
EXECUTING THIS AGREEMENT ON PURCHASER'S BEHALF WARRANTS HIS/HER AUTHORITY TO DO SO,AND SUCH PERSON HEREBY PERSONALLY
ASSUMES LIABILITY FOR THE PAYMENT OF SAID PRICE IN FULL.
(10)The terms"ARTIST"and"PURCHASER"as used herein shall include and apply to the singular and the plural and to all genders.
(11)This Agreement may be executed in two(2)or more counterparts,each of which shall be deemed an original and all of which taken together shall constitute one(1)and
the same instrument.Delivery of an executed counterpart of a signature page to this Agreement by tetecopier or electronic delivery(i.e.PDF format),including electronically
signed versions of the same,shall be as effective as delivery of a manually executed counterpart of this Agreement and shall be sufficient to bind the Parties to the terms and
conditions of this Agreement.
R. AFM PROVISIONS
(1) Whenever the term"Federation"is used herein it shall mean the American Federation of Musicians of the United States and Canada. Whenever the term"Local Union"
is used herein it shall mean the Local Union of the Federation with jurisdiction over the territory in which the engagement covered by this contract is to be performed.
(2) No performance of the engagement shall he recorded,reproduced,or transmitted from the place of performance,in any manner or by any means whatsoever,in the
absence of a specific written agreement with the Federation relating to and permitting such recording,reproduction or transmission.
(3) It is expressly understood by the parties hereto that neither the Federation nor the Local Union arc parties to this contract in any capacity except as expressly provided in
7 above,and therefore,neither the Federation nor the Local Union shall be liable for the performance of breach of any provision hereof.
(4) A representative of the Local Union,or the Federation,shalt have access to the place of engagement covered by the contract for purposes of communicating with the
ARTIST(s)performing the engagement and the PURCHASER.
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