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UTA/REG Terms & Conditions
<br />Contract #:
<br />In the event that a material delay (for clarification, not a "Delay") is due to Artist sole negligence or intentional conduct, Purchaser may be entitled to request a reduction in the
<br />Guarantee, provided that any grant of a reduction shall be dependent upon mutual agreement between all parties.
<br />7. Weather.
<br />Inclement weather rendering performance impossible, infeasible or unsafe shall not be deemed a Force Majeure Occurrence and payment of the full amount of the
<br />Artist Guarantee shall be made by Purchaser to Artist notwithstanding. If Artist is present, ready, willing and able to render its services as contracted hereunder,
<br />irrespective of weather, the full amount of the Artist Guarantee shall be paid by Purchaser to Artist , provided, however, that Artist shall make reasonable efforts to
<br />perform the engagement at a mutually approved rescheduled time..
<br />8. Cancellation
<br />9. Subject to the terms of the Agreement Face, and notwithstanding anything to the contrary herein (e.g., force majeure, inclement weather), there are
<br />no cancellation privileges for this Agreement or engagement. Independent Contractor:
<br />It is agreed that Artist and Purchaser each signs this Agreement as an independent contractor and not as employee of the other. This contact shall not in any way
<br />be construed so as to create a partnership, employer/employee relationship or joint venture between the parties, nor shall Artist for any reason by its signature
<br />hereof be held liable in whole or in part for any obligation of Purchaser or which may be incurred by Purchaser in its carrying out any of the provisions hereof or
<br />otherwise.
<br />10. Authority for Inconsistencies
<br />In the event of any inconsistency(ies) between the provision of the Agreement (including Exhibit A) and the provision(s) of any rider, addendum, exhibit or any other
<br />attachments hereto, the parties agree that the provisions of this Exhibit A shall control.
<br />11. Indemnification:
<br />Purchaser hereby indemnifies and hold Artist, as well as Artist's agents, representatives, principals, employees, contractors, officers and directors 'Indemnitees'
<br />harmless from and against any loss, damage, or expense, including reasonable outside attorney's fees incurred or suffered by or threatened againstArtist or any
<br />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 and/or directors 'Purchaser Parties'
<br />(b) Purchaser's and/or Purchaser Parties' breach of any of the warranties and representations made by Purchaser hereunder or in any addendum
<br />or rider(s)attached hereto;
<br />(c) Purchaser's and/or Purchaser Parties' breach of any of the terms hereof and/or of any addendum and/or rider(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
<br />engagement, which claim does not result from the active and willful negligence of Artist. Notwithstanding the foregoing, Artist and its
<br />employees, representatives, agents, contractors, shareholders and successors- in -interest shall be responsible for any and all claims, losses,
<br />damages, liabilities, costs and expenses due to their own negligence.
<br />Artist agrees to indemnify and hold harmless Purchaser and Purchaser's officers, agents and employees from any loss, damage, or expenses as a result of any third party claim for
<br />death, personal injury, or property damage where such claim is the direct result of Artist's negligence or intentional wrongful act or omission (including reasonable outside
<br />attorneys' fees, expenses, and liabilities incurred in the defense of any such claims) where such claim is reduced to a final adverse judgment by a court of competent jurisdiction.
<br />12. Dispute Resolution:
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<br />This Agreement and all questions arising hereunder shall be governed by, and construed in accordance with, the laws and decisions of *el eiseewith t rvi
<br />effect to the principles thea�r lacing to conflicts of law. Each of the parties hereto (a) irrevocably agrees that the Federal Courts located In the State of '�yl�t
<br />or the State Courts of �s r' °n as applicable, sha$l have sole and exclusive jurisdiction over any suit or other proceeding arising out of or basedupon this
<br />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 the 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 furnished by the Purchaser to Artist hereunder. If there is a conflict between any provision of this Agreement and
<br />any law, rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified and/or limited only to the extent necessary to
<br />eliminate such conflict. Artist agrees to comply with all regulations and requirements of any union(s) that may have jurisdiction over any of the said materials,
<br />facilities, and personnel to be furnished by Purchaser, of which Artist is advised by Purchaser, in writing, prior to arrival at the performance 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 Agreement and acts herein only as the agent for Artist. As such, Agent is not responsible for
<br />any act of commission or omission on the part of either Purchaser or Artist. In furtherance thereof and for the benefit of Agent, it is agreed that neither Artist or
<br />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 omission of
<br />Purchaser or Artist hereunder. If at any time there shall be a controversy between Purchaser and Artist with respect to the monies for the performance(s) covered
<br />hereunder which are held by Agent in its trust account 'Trust Funds' Agent may upon notice to Purchaser and Artist either: (i) hold the Trust Funds until otherwise
<br />directed by a written instrument signed by Purchaser and Artist or by an order, decree or judgment by a court of competent jurisdiction which, by lapse or otherwise,
<br />shall no longer be or shall not be subject to appeal or review, or, (ii) deposit the Trust Funds in any court of competent jurisdiction pending the final determination of
<br />any dispute among the parties hereto. Upon delivery of the Trust Funds in accordance herewith, the obligations of the Agent shall cease with respect thereto and it
<br />shall not be required to perform any further acts whatsoever pursuant to this Agreement.
<br />I5. 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 of the parties
<br />hereto with respect to the subject matter hereof, and, (c) may not be discharged, except by a written instrument, signed by both parties. The person executing this
<br />Agreement on Purchaser's behalf warrants his/her authority to do so. The terms, 'Purchaser' and 'Artist' as used herein shall include and apply to the singular, the
<br />plural and all genders.
<br />225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com
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