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15. INDEPENDENT CONTRACTOR <br />The relationship between Producer and Purchaser is that of independent contractors. Accordingly, <br />nothing in this Contract is intended, nor shall it be construed to constitute the parties as a partnership, <br />joint venture, employee/employer relationship, principal/agent relationship or other relationship and <br />neither party shall represent itself to third parties as such. Producer and Artist shall not be liable in <br />whole or in part for any obligation incurred by Purchaser in carrying out its obligations hereunder. <br />16. INDEMNIFICATION <br />UNLESS SUCH IS DIRECTLY DUE TO NEGLIGENCE OF ACT OR ACT'S AGENTS OR <br />EMPLOYEES <br />Purchaser agrees to indemnify and hold harmless Producer and Artist and each of their respective <br />employees, agents and contractors from and against any claims, costs (including, without limitation, <br />reasonable attorneys' fees and court costs), expenses, damages, liabilities, losses and/or judgments <br />arising out of, or in connection with, any claim, demand or action made by any party if such are (or <br />are alleged to be) a direct or indirect consequence of: (i) the Engagement; or (ii) any breach or <br />alleged breach of any warranty, representation, agreement or covenant made by Purchaser herein. <br />17. TAXES ARTIST MAY BE SUBJECT TO LOCAL, STATE OR FEDERAL INCOME OR SIMILAR TAXES REQUIRED BY ANY GOVERNMENTAL <br />AUTHORITY EXERCISING CONTROL OR TAXING AUTHORITY OVER THIS EVENT. <br />Purchaser shall pay, at its sole cost, all taxes, fees, dues, levies and the like relating to the <br />Engagement and the sums payable to Producer shall be free of same. The foregoing shall not apply <br />to any Federal or State income taxes imposed by law on Producer or Artist for Engagements <br />performed within the United States (unless otherwise stated on the face of the Contract) but shall <br />apply to all other forms of taxes including, without limitation, any business occupations tax or any <br />value added tax ("VAT"). <br />18. CHOICE OF LAW AND FORUM / ATTORNEYS' FEES <br />WASHINGTON <br />This Rider and Contract shall be deemed made and entered into int a of Tennessee and shall <br />be governed by the laws of such State applicable to contract red into and wholly to be <br />performed therein. The State or Federal courts located in � ;;;e; TQAResee shall have exclusive <br />jurisdiction over any disputes arising hereunder and the parties hereto agree to submit to the <br />jurisdiction of these courts. In such event, the prevailing party to such dispute shall have the right to <br />be reimbursed by the other party for its reasonable attorneys' fees. <br />+ . • • • ■ ■ U it r <br />• •Il�i+i`11�1 i11�1+isll�it.11lR`1-1r1 L•i�rl•i rtl+l�f�Ilf.�lrir'l�i-1 i'tlt`I-[-l�l'L•11►�• _ <br />