Additional Terms and Conditions

The following additional terms and conditions are incorporated in and are part of the Agreement attached hereto.

1)
2)

3)

4)

5)

6)

7)

8)

The PURCHASER and ARTIST acknowledge that The Music Group, LLC acts only as agent for ARTIST, are not party to this agreement and assume no liability hereunder. The PURCHASER agrees to furnish at its own expense all that is necessary for the proper presentation of the entertainment presentation at performance, and if required by the ARTIST and/or Management, at rehearsals therefore, including a suitable theater, hall or auditorium, well heated, lighted, clean and in good order stage, curtains, properly tuned grand piano(s) and public address system in perfect working condition including microphones(s) in number and quantity required by the ARTIST: all stage hands, stage carpenters, electrical operators and any other labor necessary and/or required by any national or local union(s) to take in, hang work and take out the entertainment presentation (including scenery, properties and baggage) all lights, tickets, house programs, all licenses (including musical performing rights licenses) special police, ushers, ticket takers/sellers for an advance and performance date, or single sales (wherever sales take place), appropriate and a sufficient advertising and publicity including but not limited to bill posting, mailing and distributing of circular, display newspaper advertising in the principal newspaper and PURCHASER will pay all other necessary expense in connection therewith, PURCHASER agrees to pay all amusement taxes. THE PURCHASER agrees to comply with all regulations and requirements of any national, local union(s) that may have jurisdiction over any of the materials, facilities, service and personnel to be and to promptly comply with ARTISTs direction to arrange the state decor and setting for the performance hereunder. In addition to those musicians, if any, to be furnished by either ARTIST/Management or PURCHASER pursuant to any other provision hereof, PURCHASER agrees to furnish at its sole expense such musicians, including a musical contractor, as may be required by any national or local union(s) for and in connection with this engagement and rehearsals therefore. ARTIST will have the right to name the local music contractor and to approve the choice of a musician hired locally. PURCHASER shall provide a properly heated, airconditioned, ventilated, lighted, clean in good order and comfortable dressing room near the stage for ARTIST and ARTISTs lodging and other items specified on the attached rider at PURCHASERs sole expense, (PURCHASER MUST SEE ATTACHED RIDER WHICH IS A PART OF THIS AGREEMENT). Management/ARTIST shall have the sole and exclusive control over the production, presentation and performance of the engagement hereunder, including but not limited to, the details, means and methods of the performances of the performing personnel. PURCHASER will not have the right to broadcast or televise, photograph or otherwise reproduce the performance hereunder, or any part thereof, unless otherwise approved by Management/ARTIST in writing. PURCHASER agrees that no other performers other than those to be furnished by ARTIST have the right to assign this agreement, or any part or provision hereof. Nothing herein contained will ever be construed as to constitute the parties hereto as a partnership, of that ARTIST will be liable in whole or in part of any obligation that may be incurred by PURCHASER in PURCHASER carrying out any of the provisions hereof, or otherwise. The person executing this agreement on PURCHASERs behalf, warrants his/her authority to do so, and such person hereby personally assumes liability for the payment of said price in full. The entertainment presentation to be furnished by ARTIST hereunder shall receive billing in such order, form, size and prominence as directed by ARTIST/Management in all advertising and publicity issued by or under the control of the PURCHASER. The PURCHASER agrees that the entertainment presentation will not be included in a subscription or other type of series without written consent of the ARTIST. Free admission, of any (except local press), shall be subject to ARTISTs prior written approval. In the event that payment to ARTIST shall be based upon in whole or in part on receipts of the performance(s) hereunder: (a) the scale of ticket prices must be submitted to and approved by ARTIST in writing before tickets are ordered or placed on sale; (b) PURCHASER agrees to deliver to ARTIST a certified statement of the gross receipts of each such performance within two (2) hours following such performance; and the ARTIST shall have the right to examine and make extracts from the box office records of PURCHASER relating to gross receipts of this engagement only. ARTIST will have the right, at its own expense, to audit PURCHASERs box office records relating to gross box office receipts of the Performance(s) upon reasonable notice on or before the date two (2) years after the Performance(s). Such audits will be conducted during normal business hours, and at PURCHASERs normal place of business where PURCHASER maintains such receipts. ARTIST will have the sole and exclusive right, but not obligation to sell souvenir programs and other souvenir items, including audio recordings in any and all formats and media, in connection with, and at, the Performance(s). The receipts thereof will belong exclusively to ARTIST. PURCHASER will make reasonable accommodations to facilitate ARTISTs sales activities. PURCHASER shall provide to the ARTIST and/or ARTIST agent a well lit and secure place to erect a merchandising stall which shall be in such a position as to be easily visible to the public using the main entrance. In addition, PURCHASER shall at its sole cost, prohibit the sale of souvenirs or similar merchandise on or adjacent to the place of engagement other than ARTISTs official merchandise furnished by ARTIST. If this engagement is for longer than one day, PURCHASER shall provide a secure, locked area in which ARTIST may store ARTIST merchandise overnight.

9)

10)

11)

12)

13)

14)

15)

16)

PURCHASER agrees to provide public, automobile and comprehensive general liability insurance coverage, (including, without limitation, coverage to protect against any and all injury to persons or property as a consequence of the installation and/or operation of the equipment and instruments provided by the ARTIST/Management and /or its employees, contractors and agents). Such liability insurance shall be in the amount required by the venue, but in no event shall have a limit less than Five Million Dollars ($5,000.000.00) per occurrence to protect against any claim for bodily injury and property damage otherwise brought by or on behalf of any third party, person, firm, or corporations as a result of or in connection with the Performance(s). Such insurance shall be in full force and in effect at all times ARTIST or any of ARTIST agents and their agents and The Music Group, LLC shall be listed as additionally insured under such insurance and this shall be indicated on the pertinent certificate of insurance. PURCHASER also agrees to provide full at risk insurance coverage for all equipment and instruments provided by ARTIST and/or employees, contractors, and agents insuring against fire, vandalism, theft, riot or any other type of act or event also agree to provide a policy of Workers Compensation coverage (or the equivalent thereof if workers compensation insurance is not available) covering all ARTISTs employees, subcontractors, and other personnel under the control, directly or indirectly, who are involved in the installation, operation, and/or maintenance of equipment provided by PURCHASER, and hired and non owned automobile insurance. The PURCHASER warrants that the PURCHASER has complete and adequate public liability insurance. The certificate evidencing insurance, showing coverage of the above must be produced to the ARTIST/Management upon request at least ten (10) business days prior to performance date; provided, however, that if PURCHASER does not provide such certificates by the foregoing date, ARTIST may, in its sole discretion, terminate this Agreement. If PURCHASER has not provided certificates of insurance as set forth herein, ARTIST may elect to perform the show; provided, however, that PURCHASER will, be responsible nonetheless for the insurance coverage specified herein. The insurance policies described herein will contain provisions requiring the insurance company to give ARTIST at least ten (10) days prior written notice of any revision, modification, or cancellation. Any proposed changes in certificates of insurance will be submitted to ARTIST for written approval prior to any such change taking effect. Any sum required to be paid by PURCHASER prior to the date of engagement shall be held by Contractor as a deposit payable to ARTIST/Management. In the event that the PURCHASER does not make the payments set forth in this agreement on or before the dates and times specified or otherwise defaults in performing his/her obligations under this agreement, ARTIST/Management/Contractor shall be entitled to retain said deposits as liquidated damages. Unless stipulated to the contrary in writing PURCHASER agrees that the ARTIST may cancel this engagement hereunder without any liability by giving the PURCHASER notice thereof at least thirty (30) days prior to a commencement date of the engagement hereunder. In such events, the ARTIST will return any amounts previously paid by PURCHASER pursuant to this Agreement, and will have no further obligations. If, before the date of any scheduled performance, it is found that PURCHASER has not performed fully its obligations under any other agreement with any party for another engagement, or that the financial credit of PURCHASER has changed, been misrepresented or been impaired, ARTIST may cancel the Agreement without payment or penalty of any sort. In the event that PURCHASER fails or refuses fully to perform any of its obligations hereunder, including but not limited to timely making any of the payments required by this Agreement: (a)ARTIST, in its sole and exclusive discretion, may immediately terminate this Agreement; (b)ARTIST will have the right to retain any amounts theretofore paid by PURCHASER; (c)PURCHASER will immediately reimburse ARTIST for any out-of-pockets costs incurred by ARTIST as a result of PURCHASERs breach; (d)PURCHASER will remain liable to ARTIST for the guarantee and any additional compensation due ARTIST, as set forth in the Agreement; and (e)ARTIST will be entitled to assert all claims and to exercise all rights and remedies available, whether at law or in equity. In the event of an alleged material breach of this Agreement by ARTIST, PURCHASER agrees that the maximum damages which PURCHASER may seek to recover will be limited to necessary out-of-pocket expenses directly incurred by PURCHASER relating to the Performance, including out-of-pocket costs, taking into account any amounts that PURCHASER recovered or could have recovered using its best efforts to mitigate its damages. Notwithstanding the foregoing, PURCHASER will not be entitled to recover any alleged lost profits or similar damages. Currency-Unless otherwise provided herein, The Music Group LLC will hold all deposits in United States Dollar accounts. Purchaser shall bear any currency conversion risks associated with delivering funds in other than United States Dollars or requesting deposit refunds (when such refunds are applicable) in other than United States Dollars. Force Majeure(a)A Force Majeure Eventis defined as one or more of the following causes which renders performance impossible or unsafe: death, illness of, or injury to Artist or a member of Artists immediate family, any of Artists musicians, or any or ARTISTs key personnel; theft, loss destruction, or breakdown of instruments or equipment owned or leased by ARTIST; ARTISTS obligations hereunder are subject to detention or prevention by sickness, inability to perform, accidents, Acts of God, threat(s) or act(s) of terrorism, riots or other form(s) of civil disorder in, around, or near the Performance(s) venue; any act, order, rule or regulation of any court, government agency, or public authority; strikes, lockout or other forms of labor difficulties; absence of power or other essential services; failure of technical facilities; failure or delay of transportation not within ARTISTs reasonable control; inclement weather; fire, epidemics, diseases, any act or order of any public authority or any other cause, similar or dissimilar, beyond the ARTISTs or PURCHASERs control. (b) If a Force Majeure Event occurs, the parties respective obligations hereunder will be excused fully, without any additional obligation, subject to the provisions of Section 4(c)below, and each of the parties shall bear its own costs incurred in connection with this Agreement.(c)Notwithstanding the foregoing, if Artist is ready

17)

18) 19)

20)

and willing to perform, PURCHASER will pay ARTIST the full amount of the guarantee set forth in this Agreement. PURCHASER agrees to indemnify, protect and hold harmless the ARTIST, Management, Contractor, accountants, attorneys and ARTIST staff and employees, agents and their respective contractors, employees, licensees and designees (collectively, the Indemnified Parties) from and against any claims or damages, demand, action, cost (including attorneys fees and court costs), expenses, liabilities, losses, judgements arising out of or in connection with this agreement or engagement, including, but not limited to: (a) any claim, demand, or action made by any third party, as a direct or indirect consequence of Performance; (b) any and all loss, damage, and/or destruction occurring to ARTISTs and/or their respective employees, contractors or agents instruments and equipment at the place of the Performance, including, but not limited to, damage, loss, or destruction caused by forces beyond the parties; control; a breach or alleged breach of any warranty, representation, or agreement made by PURCHASER hereunder in connection with the Performance, including, without limitation, any failure by PURCHASER to perform any agreement entered into between PURCHASER and any third party; and (d) damage, or injury to any patrons, or the venue, or any fixture or personal property therein, caused by fans or any others not engaged by ARTIST. For the avoidance of doubt, no claim, deduction, or offset will be made by PURCHASER in respect of the same, unless proof of such damage and the cause thereof is provided to ARTIST, and ARTIST expressly agrees to such claim, deduction, or offset in writing. If an insurable risk occurs, resort to the procedures set forth in the insurance policies required hereunder, and any resulting remedies, will be the sole remedy of PURCHASER. PURCHASER shall pay all taxes and fees incurred due to Performance(s), including all amusement taxes. UNDER NO CIRCUMSTANCES WILL ARTIST OR AGENTS BE LIABLE TO PURCHASER OR ANY THIRD PARTY IN CONTRACT, OR, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES THAT RESULT FROM THE PARTIES PERFORMANCE OR NONPERFORMANCE HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, EVEN IF ARTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with, or cause a material default under any other contract, agreement, indenture, decree, judgement, undertaking, conveyance, lien, or encumbrance to which it is a party or by which it may become subject. Each party shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits, and authorizations necessary to perform its obligations under this Agreement. Each party shall, at its own expense, comply with all laws, regulations, and other legal requirements that apply to it and this Agreement. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY ARTIST. ARTIST MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PERFORMANCE. ARTIST HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS SET FORTH HEREIN, NO ORAL OR WRITTEN INFORMATION GIVEN BY ARTIST, OR THEIR RESPECTIVE EMPLOYEES, AFFILIATES, OR AGENTS WILL CREATE A WARRANTY OR REPRESENTATION AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY ALLEGED REPRESENTATION OR WARRANTY OF ARTIST OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES. This constitutes the sole, complete, and binding agreement between the aforementioned parties. This agreement may not be changed, modified or altered except by a written instrument executed by both the parties. PURCHASER may not add to or alter the terms of this agreement, and any such addition or alteration shall make this agreement null and void unless expressly agreed to and by ARTIST/Management in writing. See U.C.C.S. 207 (2) (a). Except for the Parties acknowledgment in Section 1 above, that The Music Group, LLC assumes no liability hereunder, in the event of any inconsistency between Additional terms and Conditions and Artists Rider (attached hereto and incorporated by reference herein), the terms of Artists Rider will control. Any claim or dispute arising out of this Agreement or the breach thereof shall be governed by the laws of the State of Georgia and settled by the rules governing the American Arbitration and Mediation Association. The parties hereto agree to be bound by the award in such arbitration and judgement upon the award rendered by the arbitrator may be entered in any court in the United States of America having jurisdiction thereof.

21) 22) 23)

24)