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M. ROLE OF AGENT
<br />WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC acts only as agent for PRODUCER and assumes no liability hereunder and in furtherance thereof and for the
<br />benefit of William Morris Endeavor Entertainment, LLC, it is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join William Morris Endeavor
<br />Entertainment, LLC, or any of its parents, subsidiaries, officers, directors, principals, agents, employees and representatives (collectively, "WME") as a party in any civil
<br />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
<br />either PURCHASER or PRODUCER/ARTIST. To the extent applicable, without limiting the generality of the foregoing and for the avoidance of doubt, WME expressly
<br />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
<br />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
<br />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
<br />connection with, or related to any failure of either party hereto to obtain, secure, or procure the Travel Documents.
<br />N. NOTICES
<br />All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement.
<br />O. CONTROLLING PROVISIONS
<br />In the event ofof� ct! aRsist c or conflict between the pin 14ulitt'df t Agreement and the provisions of any�'sdcrs-adde da, exhibits or
<br />parties agree t the provisions vom to to CER and AR�aLl contra]. _
<br />P. LIMITATION OF LIABILITY
<br />rs no event shall PRODUCER and/or ARTIST (nor any of their respective agents, repte atives, principals, employees, office ircctorS and affiliates) be liable to
<br />PURL Sl3iF(orany third party) for any indirect, incidental, consequential, specie nitive (or exempla -en t ar damages, including, without limitation, lost
<br />profits, loss of revenue or iRo ital, or loss of business reputation apportun�. any matter under, relating to, or arising out of the Engagement or the
<br />transactions contemplated bAgreement,hefarr-in-oo ct, tort t i , even if PRODUCER and/or ARTIST has been advised of the possibility of such
<br />damages. Under no circumstances shall the liability of PRODU�$ s IST (or any of their respective agents, representatives, principals, employees, officers,
<br />directors or affiliates) excee>withA
<br />ggregale, a m ml a to the lesser of (r) ^Htnultltt of reasonably necessary out-of-pocket expenses directly incurred by
<br />PURCHASER in connection )erfomrancc c Engagement taking into account any anls.RCI1ASI7R has recovered using its best efforts to mitigate
<br />losses; or (ii) the ainou PtNTEE w, TIST and/or PRODUCER have actually received in secorda�ice w� the terms of this Agreement. PURCHASER
<br />agr�c that-il-sl riot (and shall cause its affs�t not to) seek indirect, incidental, consequential, special, punitive (or exemplary -. 0-Q oty her similar damages as to any
<br />matter under, relating to, or arising out of the ngagenrent or the transactions contemplated by this Agreement. �`
<br />Q. MISCELLANEOUS PROVISIONS
<br />(1) 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
<br />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
<br />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
<br />necessary to eliminate such conflict.
<br />(2) Purchaser shall comply, and shall ensure that its affiliates, subsidiaries, directors, managers, officers, employees, agents, and representatives comply, at Purchaser's
<br />expense, with all applicable laws, rules, and regulations in relation to its operations and performance of its obligations under this Agreement, including without limitation,
<br />any law, regulation, statute, prohibition, or other measure maintained by any agency or department of any national government, regional body, multilateral institution or
<br />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
<br />Council of the European Union, the European Commission, the relevant competent authorities of individual European Union Member States, the United States Department
<br />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
<br />regulatory body responsible for sanctions laws in any country relating to the implementation, application and enforcement of economic sanctions, export controls, trade
<br />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
<br />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
<br />person, whether defined by nationality, business sector or otherwise.
<br />(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
<br />or, (ii) controlled by a person or entity, on the U.S. Treasury Department's list of Specially Designated Nationals and Foreign Sanctions Evaders List, the U.S. Commerce
<br />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,
<br />the Australian Government Sanctions Consolidated List, or otherwise designated as subject to financial sanctions or prohibited from receiving Australian, U.S., or U.K.
<br />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
<br />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
<br />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,
<br />rules and regulations applicable to Producer or WME.
<br />(4) Purchaser agrees to comply with all applicable laws and regulations, including, but not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act and the laws
<br />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
<br />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)
<br />any governmental official or employee (including employees of government-owned and government -controlled corporations and public international organizations); (ii) any
<br />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
<br />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
<br />Agreement dated 06 -January -2020 JOE NICHOLS
<br />Page 8 of 9 KITTITAS VALLEY EVENT CENTER
<br />WME Concert; rev, 2014-05-29//updated March, 2015 Seq.: 2856738
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