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Contract #: 1104915
<br />11. Indemnification: S E E ADDENDUM �
<br />Purchaser hereby indemnifies and hold Artist, as well as Artist's agents, representatives, principals, employees, contractors, officers and directors
<br />'Indemnitees' harmless from and against any loss, damage, or expense, Including reasonable attorney's fees incurred or suffered by or threatened against
<br />Artist or any of the Indemnitees in connection with or as a result of:
<br />(a) any act or failure to act by Purchaser, its employees, agents, representatives, contractors, officers andlordirectors 'Purchaser Parties'
<br />(b) Purchaser's and/or Purchaser Parties' breach of any of the warranties and representations made by Purchaser hereunderor in any addendum or rider(s)
<br />attached hereto;
<br />(c) Purchaser's andlor Purchaser Parties' breach of any of the terms hereof and/or of any addendum and/orrider(s) attached hereto;
<br />(d) any claim for personal Injury or property damage or other brought by or on behalf of any third party as a result of or in connection with the engagement,
<br />which claim does not result from the active and willful negligence of Artist.
<br />Purchaser shall at all limes indemnify, defend and hold harmless Artist and its emplayeas, representatives, agenta, contractors, shareholders and successors -
<br />In -interest from and against any and all claims, losses, damages, liabilities, costs and expenses (Including. without limitation, legal expenses and attorneys'
<br />fees) arising out of or In connection with any person claim'' to have become infee a with C4VID-19 at a venue before, during or afterthe Artist's
<br />performance{s).CPS
<br />12. Dispute Resolution,
<br />This Agreement and all questions arising hereunder shall be governed by, and construed In accordance with, the laws and decisions of Tennessee without
<br />giving effect to the principles thereof relating to conflicts of law. Each of the parties hereto (a) Imavocably agrees that the Federal Courts located in the State of
<br />Tennessee w the State Courts of Tennessee, as applicable, shall have sole and exclusive jurlsdictlon over any suit or other proceeding arising out of or based
<br />upon this Agreement, (b) submits to the venue and jurisdiction of such courts and (c) Irrevocably consents to personal jurisdiction by such courts.
<br />13. conflict of Laws:
<br />Nothing In this Agreement shall require Elie commission of any act contrary to law or to any rules or regulations of any union, guild or similar body having
<br />jurisdiction over the services and personnel to be furnlshed by the Pure baser to Artist hereunder. If there is atonflict between any provision of this Agreement
<br />and any law, ru[a or regulation, such law, rule or regulation shall prevolI and this Agreement shall be curtalled, modified and/or limited only to the extent
<br />neoessary to eliminate such conflict. Artist agrees to comply with all regutetlons and requirements of any unions) that may have jurisdiction over any of tha
<br />a aid materials, facilities, and personnel to be furnished by Purchaser, of which Artist is advised by Purchaser, in writing, prior to arrival at the performance
<br />venue.
<br />14. United Talent Agency, LLC as Agent
<br />It Is agreed that United Talent Agency, LLC'Agent' is not a party to the contract and acts herein only as Elia agent for Artist. As such, Agent Is not responsible
<br />for any act of commission or omission on the part of elther Purchaser or ArtIst. In furtherance thereof and for the benefit of Agent, it is agreed that neither
<br />Artist or Purchaser will name or join Agent as a party in any civil action or suit arising out of, In connection with, or related to any act(s) of commission or
<br />a mission of Purchaser or Artist hereunder. It at anytime there shelf be a controversy between Purchaser and Artist with respect to the monies for the
<br />performance(s) covered hereunder which are held by Agent in its trust aceount'Trust Funds' Agent may upon notice to Purchaser and Artist eilher: (I) hold the
<br />Trust Funds until otherwise directed by a written instrument signed by Purchaser and Artist or by -an order, decree orjudgment by a court of competent
<br />jurlsdlction which, by lapse or otherwise, shall no longer be or shall not be subject to appeal or review, or, (ii) deposit the Trust Funds in any court of competent
<br />jurlsdicilon pending the Onal determination of any dispute among the parties hereto. Upon delivery of the Trust Funds in accordance herewith, the obligations
<br />of the Agent shall cease with respect thereto and 11 shall not be required to perform any further acts whawoever pursuant to this Agreement,
<br />15, Assignment/ Transfer:
<br />This Agreement: (a) shall not be assigned or transferred without the written consent of both parties; (b) contains the sole and complete understanding ofthe
<br />parties hereto with respect to the subject matter hereof, and, (e) may not be antiarsded; auppiementoolf-varled or -discharged, except by a written Instrument,
<br />signed by both parties The person executing this Agreement on Purchasers behalf warrants his/her authority to do so. The tenms,'Purchaser and'Artist' as
<br />used herein shalt Include and apply to the singular, the plural and all genders.
<br />16. Counterparts:
<br />This Agreement may be executed In any number of countarpons, all of which to ken together shall constitute one single agreemetit between the parties. The
<br />parties agree that tfansmisston to the other party of this Agreem ant with its facsimile signatures shall suffice to bind the party transmitting the same to this
<br />Agreement In the sarns manner as if an orlglnaf signature had been delivered. without limitation of the foregoing, each party who transmits this Agreement
<br />with its facsimile signature covenants to deliver the orlglnal thereof to the other party as soon as practicable thereafter.
<br />17. Waiver
<br />No delay or omission by either party to exercise any right or power it has under this Agreement shall Impair or be construed as a waiver of such right or power
<br />A waiver by elther party of any breach or covenant shall not be construed to be a waiver of any succeediag breach or any other covenant. All waivers must be
<br />in wrlting and slgned by the party waiving Its rights.
<br />18. Confidentiality:
<br />The terms of this Agreement, as wall as correspondence and documentation related to this Agreement, are confidential to the parties and may not be
<br />disclosed to any third parties without the prior written consent of the partles hereto, except as disclosure may be required to pro feastunal advisors or by law or
<br />aourtarder, or for oaf rying out the purposasof this Agreement. Further, the parties shall treat as confidential all information, data and documents acquired by
<br />each other relating to the business affairs ofihe other, except us such Information may already be In the public domain. Notwithstanding anything to the
<br />cant rarycontained herein, If Artist is subject to a recording contract which mandates disclosure of show -and touring•related informatlon and documentation
<br />to the record label as part of that contract, then any disclosures made by Artiat (or Arttsfa agent or representative) in compllance therewith (Inoluding,without
<br />limitation, this Agreement and documentation ancillary herelo), shall be permitted and shall not be deemed a breach of the confidentlality provislon(s) hereof
<br />by Afill st (or Artist's agent or representative).
<br />19. Security and Insurance:
<br />225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 5642580 - www.unitedtalent.com
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