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Artist:
<br />Reproduction of Performance:
<br />UTA/REG Terms & Conditions
<br />Contract #:
<br />Exhibit A
<br />Additional Terms and Conditions
<br />Purchaser shall not authorize anyone under its control nor any third parry to record, stream, broadcast, televise, photograph or otherwise reproduce the audio, visual
<br />and/or audio-visual performance, in whole or in part, rendered by Artist hereunder without Artist's prior written approval, which may be withheld for any reason. If
<br />Purchaser televises the performance hereunder on a jumbotron or similar screen during Artist's performance, then any and all tapes or other recordings - physical,
<br />digital or other - created for purposes of such real-time broadcast, shall be surrendered by Purchaser to Artist at the completion of Artist's performance unless
<br />otherwise mutually agreed upon in writing. Artist acknowledges that photography, videotaping and audio taping by the general public are impossible to completely
<br />control. Notwithstanding the foregoing, Purchaser shall use reasonable efforts to prevent any professional grade or excessive recording (audio or video) and
<br />photography by the general public. The parties recognize the prevalent use of "smartphone" cameras and, subject to Purchaser's obligations set forth herein, agree
<br />that such use shall not be deemed a breach of the Agreement.
<br />Merchandise:
<br />Except as may otherwise be stated in the agency -issued agreement to which this Exhibit A attaches (the "Agreement Face"), Artist shall have the exclusive right to
<br />sell souvenir programs, photographs, records and any and all types of Artist merchandise including, but not limited to, articles of clothing (i.e., t -shirts, hats, etc.),
<br />posters, stickers, and any other merchandise Artist wishes to sell within Artist's discretion, on the premises of the place of performance. Notwithstanding the
<br />foregoing, the receipts thereof shall be paid to Artist and Purchaser (if applicable) at the split rate as set forth on the Agreement Face.
<br />Right to Likeness:
<br />Artist's name, likeness, image, and/or biographical data shall not be used by Purchaser or any other party under the control of Purchaser, to endorse, promote or
<br />otherwise advertise Purchaser, any commercial tie-in, any sponsor, or any other product or service connected with Purchaser, unless otherwise agreed between Artist
<br />and Purchaser, in writing, prior to Artist's arrival at the performance venue. The parties agree that any pre-existing sponsors shall be deemed approved by Artist.
<br />Termination:
<br />In the event Purchaser refuses or neglects to provide any of the material items or to perform any of its material obligations per the Agreement and this Exhibit A,
<br />and/or fails to timely make any of the payments as provided herein, then Artist shall have the right, in addition to any other remedies which may be available to Artist
<br />at law and in equity, to refuse to perform in accordance with the terms of the Agreement, to retain any amounts theretofore paid to Artist (or Artist's designee) by
<br />Purchaser (or Purchaser's designee), and, Purchaser shall remain liable to Artist for the immediate payment of the full amount of the Artist Guarantee set forth in
<br />the Agreement. Notwithstanding the foregoing, Purchaser shall be granted a reasonable opportunity to cure such breach, such cure not to occur later than within
<br />a reasonable time prior to performance.
<br />Sickness / Accident / Force Majeure:
<br />In the event of Artist illness or serious injury, or if a performance is prevented, rendered impossible or infeasible by an Act of God, any act or regulation of any public
<br />authority or bureau, civil tumult, strike, epidemic, interruption or delay of transportation services, war conditions, emergencies, or any other similar or dissimilar cause
<br />beyond the control of either Artist or Purchaser (each a "Force Majeure Occurrence") it is understood and agreed by the parties that there shall be no claim for
<br />damages by either party against the other and each party's obligations hereunder shall be deemed waived and any deposit monies paid to Artist by Purchaser shall
<br />be refunded to Purchaser. Notwithstanding the foregoing, if Artist's performance is prevented by a Force Majeure Occurrence, but Artist is present, ready, willing
<br />and able to render its services in accordance with the terms hereof, then Purchaser shall pay Artist the full amount of the Artist Guarantee. Parties acknowledge that
<br />they are entering into this Agreement during a pandemic., The mere presence of COVID-19 by itself in the show market (i.e. without a mandate, or imposition by a
<br />state, federal or county governmental entity that would constitute a Force Majeure event)- shall not be considered a Force Majeure event under this Agreement. If
<br />Purchaser unilaterally cancels the Performance contract as a result of COVID-19 Artist shall be entitled to prompt payment of the Guarantee in full. The parties agree
<br />and understand that the pandemic creates unique health and safety issues that could prevent this engagement from occurring. With full knowledge of this situation, the
<br />parties hereby agree to engage in good faith to discuss any then current circumstances caused by the pandemic that may affect the engagement and shall abide by the
<br />following guidelines outlined: (a) if any state, federal, or county governmental entity cancels/denies permits (e.g., ban on mass gatherings) this shall qualify as a force Majeure
<br />Occurrence and all parties shall bear their own costs and risk and all deposits, if any, shall be promptly refunded to Purchaser. The parties shall work in good faith to try
<br />and reschedule the engagement, (b) if any state, federal or county governmental entity requires a reduction in venue capacity or imposes a mandate that cancels the
<br />engagement, the Purchaser shall have the right to attempt to reschedule the engagement, propose new deal terms for the existing engagement, or cancel the event. If
<br />either parry, after engaging in good faith attempts to remedy the foregoing, makes a good -faith determination of impossibility under this clause 31 days or more prior to
<br />the engagement Artist shall promptly refund any deposit monies paid. If either party, after engaging in good faith attempts to remedy the foregoing, makes a good -faith
<br />determination of impossibility under this clause within 30 days or less of the performance date, Artist shall have the right to retain ten (I0%) of the Artist's guarantee to
<br />cover expenses and any remaining deposit monies shall be promptly refunded to Purchaser. Artist shall promptly refund any deposit monies made.
<br />Controlling Authority:
<br />Artist and Purchaser shall have mutual exclusive control over the production, presentation and performance of the engagement hereunder including, but not limited
<br />tothe details, means and methods of the performance of the performing artists hereunder.
<br />Artist shall perform at the stage location as set forth in the Agreement. In the event of inclement weather or Purchaser's scheduling or logistic difficulties, Purchaser shall have
<br />the right to delay Artist's performance for a reasonable time period from the scheduled performance time set forth in the Agreement subject to the approval of the Artist which
<br />will not be unreasonably withheld (a "Delay"). In the event a "Delay" cannot be agreed upon despite reasonable efforts of both parties, Artist shall, nonetheless, remain entitled
<br />to the full Guarantee due under the Agreement.
<br />In the event that a non-performance is due to Artist's negligence, any deposit or monies previously paid to Artist shall be refunded to Purchaser within a reasonable time (unless
<br />the parties agree to apply any such amounts to a mutually agreed reschedule date) and Purchaser and Artist shall engage in good faith efforts to determine a mutually approved
<br />reschedule time for the engagement. In the event Purchaser and Artist are unable to determine a mutually agreed rescheduled time, each party shall, have no further obligation in
<br />relation to the engagement except pursuant to any payment obligations that may remain despite a non-performance (e.g.. as set forth in paragraph fifteen (15) herein or as may
<br />be due as a result of Purchasers uncured material breach).
<br />225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com
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