Legal Contract Show

LEGAL CONTRACT SHOW

This Agreement (the "Agreement") is made as of by and between Producer Name: Entity Type: Individual Corporation LLC , Principal Place of Business: and Presenter Name: Entity Type: Individual Corporation LLC , Principal Place of Business: . Producer and Presenter are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Producer develops, finances and produces public performances, broadcasts and presentations of live and recorded entertainment content; and

WHEREAS, Presenter operates venues and/or distribution channels for public presentation and desires to engage the services of Producer for a specific show engagement as further described herein; and

WHEREAS, Producer is willing to provide performance services and grant limited rights on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. Engagement of Services

Producer hereby agrees to produce and present the theatrical/performance/recorded presentation described as the "Show" and Presenter agrees to host and present the Show at the Venue pursuant to the terms of this Agreement. A concise description of the Show, scope of services, and deliverables shall be set forth in the Producer's written statement of work or rider attached to this Agreement.

2. Term and Schedule

The engagement shall commence on the date of the first performance as mutually agreed and shall continue until final completion of the Show obligations, unless earlier terminated in accordance with Section 6. The initial performance date is: at Venue: , Address: .

3. Compensation

As full compensation for Producer's services under this Agreement, Presenter shall pay Producer the following amount and pursuant to the following schedule. All fees are exclusive of applicable taxes unless otherwise stated.

If payments are not made when due, Presenter shall be liable for interest on past due amounts at the lesser of 1.5% per month or the maximum lawful rate, plus any costs of collection including reasonable attorneys' fees.

4. Rights, Ownership and License

Producer retains all right, title and interest in and to the creative elements, scripts, musical compositions, recordings, choreography and any derivative works created by Producer in connection with the Show ("Producer Materials"), except as expressly granted herein. Producer grants Presenter a limited, non-exclusive, non-transferable license to publicly present the Show at the Venue during the Term for the fees set forth in Section 3. Any recording, broadcasting, streaming, resale, sub-license or other exploitation of the Show is prohibited without Producer's prior written consent and a negotiated license fee.

5. Performance Standards; Technical Obligations

Presenter shall provide at its expense the venue, labor, technical equipment and support services described in the attached rider. Presenter shall ensure that the Venue meets minimum health and safety standards and that access, load-in, rehearsal time, and dressing room accommodations are provided as required by Producer. Any deficiencies that materially impair performance shall constitute a breach permitting remedies under Section 11.

6. Cancellation and Force Majeure

Either Party may cancel for material breach by the other Party that is not cured within ten (10) days after written notice. In the event of cancellation by Presenter without cause within thirty (30) days of the first performance, Presenter shall pay Producer liquidated damages equal to the greater of actual damages or fifty percent (50%) of the Total Fee. Neither Party shall be liable for delays or failures due to events beyond reasonable control, including acts of God, governmental action, war, terrorism, public health emergencies, labor disputes, or severe weather; such events shall suspend performance obligations for the duration of the event and a reasonable recovery period.

7. Confidentiality

Each Party shall keep confidential and not disclose to any third party the other Party's confidential information, including financial terms, creative concepts, trade secrets and technical specifications, except as required by law. Confidential information shall not include information that is or becomes public through no breach of this Agreement or that is independently developed without use of the other Party's confidential information.

8. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) negligence or willful misconduct of the Indemnifying Party or its employees or agents, or (c) any third-party claims relating to the Indemnifying Party's materials or services provided under this Agreement.

9. Insurance

Presenter shall maintain at its expense general liability insurance and, where applicable, workers' compensation insurance with limits sufficient to cover claims arising from the Presenter’s operations on the Event date(s). Upon request, Presenter shall provide Producer with certificates of insurance naming Producer as an additional insured with respect to claims arising from Presenter’s negligence.

10. Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement; that execution and performance will not violate any agreement with third parties; and that the Party will obtain all necessary permits, licenses and consents required for performance hereunder.

11. Remedies

Except as otherwise provided, remedies are cumulative and available to the injured Party at law or in equity, including specific performance, injunctive relief and damages. The Parties agree that money damages may be insufficient to remedy certain breaches relating to intellectual property or confidentiality, and agree that injunctive relief is appropriate in such cases.

12. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, commercial courier, or certified mail to the addresses below and shall be effective upon receipt.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement.

14. Entire Agreement

This Agreement, including any rider or exhibits expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral.

15. Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

16. Amendments and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by duly authorized representatives of both Parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

17. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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