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LEGAL AUTHORIZATION TO CONDUCT TRADE IN THE UNITED STATES: TALENT/VENDOR affirms that it meets all the regulatory and compliance requirements to conduct trade as a freelance independent contractor.

• TALENT/VENDOR affirms that he or she is a legal adult and can verify upon demand that TALENT/VENDOR is over the age of 18 years old, and mentally able to freely enter into this agreement;

  • TALENT/VENDOR affirms that he or she maintains, and keeps in its possession, a valid and current business license or business tax permit, and is in good standing, during the current tax year, with the City Clerk for which it resides and/or conducts trade or provides services.

  • If TALENT/VENDOR is based or resides in an unincorporated locality or township where a tax permit is not required, and/or TALENT/VENDOR is not required to have a business license in his county, TALENT/VENDOR agrees to apply for a business license in San Francisco County, Santa Clara County, Alameda County and/or Contra Costa County.

  • TALENT/VENDOR affirms they actively service more than one customer and income or any such revenue received from AN EVENT COMPANY does not account for more than 50% of TALENT/VENDOR’s projected annual earnings;

  • TALENT/VENDOR acknowledges and affirms acknowledgment, adherence and compliance with IRS regulations mandating the payment of self-employment tax and quarterly tax payments, as stipulated.

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NDEPENDENT CONTRACTOR.  TALENT/VENDOR shall serve under this Agreement as an independent contractor, and nothing contained in this Agreement shall be construed to create any relationship of employee and employer, partnership or joint venture between TALENT/VENDOR and AN EVENT COMPANY, or the PURCHASER of AN EVENT COMPANY that TALENT/VENDOR is representing, nor shall TALENT/VENDOR be entitled to any of the benefits afforded employees of AN EVENT COMPANY or a PURCHASER of AN EVENT COMPANY.

• Subject to guidance from the PURCHASER, TALENT/VENDOR shall have the exclusive control over the means, method and details of fulfilling TALENT/VENDOR obligations hereunder. TALENT/VENDOR shall not have the authority to create or incur any liability, obligation or responsibility for or on behalf of AN EVENT COMPANY or a PURCHASER of AN EVENT COMPANY, or to bind AN EVENT COMPANY or a PURCHASER of AN EVENT COMPANY in any manner whatsoever.

• TALENT/VENDOR agrees that TALENT/VENDOR will not, at any time, represent, either orally or in writing, to anyone that TALENT/VENDOR has any right, power or authority not expressly granted to TALENT/VENDOR by this Agreement.

• PROFESSIONALISM: AN EVENT COMPANY does not supervise the TALENT/VENDOR. PURCHASER and PURCHASER reserve the right to inspect TALENT/VENDOR’S work, during installation and setup, during Performance and during dismantle and strike to verify the Performance is completed pursuant to this Agreement.

• TALENT/VENDOR will work in a professional manner, having represented that TALENT/VENDOR has the necessary special skills, abilities and tools to do so.

 

PURCHASER reserves the right to stipulate the installation and dismantle times consistent with the time required for such work to be performed, and TALENT/VENDOR reserves the right to accept that window having control over TALENT/VENDOR’S own work schedule.

• TALENT/VENDOR acknowledges and affirms that its subcontractors, employees, assignees and affiliates adhere to the industry standards for attire and professional appearance. Unless otherwise specified in this Agreement TALENT/VENDOR agrees to present itself at all times consistent with industry protocol which is as follows:

  • During Installation and Setup:  Work Blacks

  • During Show:  Performance Casual or Show Blacks

  • During Dismantle:  Work Blacks

• TALENT/VENDOR may be invited to participate in its partnership co-op affiliate marketing program and request TALENT/VENDOR to wear AN EVENT COMPANY shirts to promote its partner status among vendors and PURCHASER

• In accordance with state and federal regulatory authorities, including IRS and EDD which stipulate that independent contractors are experienced professionals that invest and use its own tools to provide services, TALENT/VENDOR hereby acknowledges and agrees to the following:

  • TALENT/VENDOR shall not enter a job-site without the minimum tools or equipment required to carry out the assignment or project accepted.

  • TALENT/VENDOR shall not borrow tools from another contractor, subcontractor, vendor or PURCHASER.

  • TALENT/VENDOR may not use PURCHASER tools or resources except as specified by this Agreement.

  • TALENT/VENDOR affirms he or she has been advised by AN EVENT COMPANY of the penalties for non-compliance and acknowledges that failure to pass a surprise inspection and/or audit by a governing regulatory representative may result in the forfeiture of freelance contractor status, punitive actions by regulatory agencies, possible fines or penalties levied against both TALENT/VENDOR and AN EVENT COMPANY and the possible revocation of services or protections provided under this agreement.

• TALENT/VENDOR agrees to protect the broker relationship between AN EVENT COMPANY and PURCHASER and refer new project inquiries or sales requests back to attendees, visitors and guests in a clear, concise, exciting, and professional manner

• TALENT/VENDOR agrees to keep work and Performance areas, including but not limited to TALENT/VENDOR Areas, Front of House, Backstage, Loading Docks and Hallways, Rest Areas and Break Areas, or any Audience Areas and Parking Lots, clean, clear,  organized and safe, free from trash and unmanaged tools workbags, bags, equipment, personal protection equipment, personal belongings or vehicles.

  • TALENT/VENDOR agrees not to play loud music, except as approved by PURCHASER or stipulated in this Agreement.

  • TALENT/VENDOR shall never consume or possess open food containers or beverage containers on active show floors or anywhere sensitive electronic equipment is set for use.

  • TALENT/VENDOR agrees to demonstrate respect and consideration for PURCHASER sites and venues. Industry protocol recommends behaviors to avoid:

  • Sitting at Audience or Visitor tables, or tables dressed with clean linens, other than those assigned to TALENT/VENDOR, to eat meals or lay open beverage containers;

  • Smoking indoors or close to doorways or near Audience or Visitors, as required by law; Smoking is prohibited except in authorized areas;

  • Loud, coarse or profane language, inappropriate conversation, disparaging or disrespectful remarks;

  • Unauthorized parking areas or accessing areas designated off-limits

  • Destroying, defacing or disturbing public or private property, landscapes or animals.

 

BREACH OF AGREEMENT: Any breach of this Agreement by TALENT/VENDOR, its employees, subcontractors or affiliates may result in deductions in TALENT/VENDOR compensation.  AN EVENT COMPANY reserves the right to terminate this Agreement immediately upon confirmation or reporting of any following actions or occurrences, at its sole discretion, and without liability or consequence. 

• Failure to meet the acceptable or established Performance goals of this Agreement;

• Tardiness during Installation, Performance of Dismantle;

• Failure to Report without notifying AN EVENT COMPANY;

• Leaving job-site without notice or abandoning a job post without notifying AN EVENT COMPANY

• Any form of malicious mischief, misconduct or violence;

• Misappropriation of property or any form of theft;

• Falsification, misrepresentation or fraud;

• Willful or wanton destruction or injury of property;

• Reporting to job-site under the influence of alcohol or drugs;

• Failure to comply or tortious interference with confidentiality agreements between AN EVENT COMPANY and PURCHASERS of its affiliates; including but not limited to posting pictures on social media; removing or absconding confidential materials;

• Reproducing or Recording sensitive data, information, products, literature or information acquired during installation, Performance or dismantle; or misappropriated or removed from a job site;

• Profiting directly or indirectly from investments or trading of securities resulting from or influenced by confidential information acquired during a Performance or misappropriated from a job site;

• Making comments about PURCHASER or Performance on social media without prior approval from PURCHASER and AN EVENT COMPANY

• Failure to disclose any relevant criminal charge or violation that may impact TALENT/VENDOR’s ability to Perform the work stipulated in this Agreement, occurring prior to the execution of this Agreement or at any time during the term of this Agreement.

• Any material breach of this Agreement.

 

CONFIDENTIALITY: As an independent contractor and appointed representative of AN EVENT COMPANY, TALENT/VENDOR may be exposed to or have access to sensitive business information of AN EVENT COMPANY, the PURCHASER or its business partners. TALENT/VENDOR agrees to keep this information in the strictest confidence and not to disclose it under any circumstances, except as allowed or required by law. Information of this nature may include, but is not limited to:

• Information regarding AN EVENT COMPANY or PURCHASER’S business model, products, services, customer lists, pricing, wholesale costs, agency partnerships, marketing plans, and the company staff database.

• Technical information, methods, processes, database information, and project details.

• Financial information, payroll, company profits, agency billing, and billing rates.

• Any other information not generally known to the public which, if misused or disclosed, could reasonably be used to injure or cause loss of opportunity to parties involved.

 

OBLIGATION TO PAY.  Provided the TALENT/VENDOR is ready, willing, and able to perform, AN EVENT COMPANY shall fully compensate the TALENT/VENDOR in accordance with the terms hereof notwithstanding any incident, an act of God, weather, fire, accident, riot, strike, or any other event of any kind or character that prevents, interferes with or otherwise results in the cancellation of the Performance.

• In the event of inclement weather that will affect or effects an outdoor performance that results in the cancellation of the Performance or endangers the TALENT/VENDOR , including the TALENT/VENDOR’S crew, the AN EVENT COMPANY shall compensate the TALENT/VENDOR in accordance with the terms of this Agreement.

 

CANCELLATION BY THE TALENT/VENDOR.  Should TALENT/VENDOR default on this Agreement or cancel the Performance for any reason, TALENT/VENDOR shall use reasonable efforts to arrange suitable replacement services for the Performance of this Agreement and shall be responsible for any additional costs.

• Replacement TALENT/VENDOR shall be mutually agreed upon by AN EVENT COMPANY and PURCHASER.

• If no suitable replacement TALENT/VENDOR can be arranged, then this Agreement shall automatically terminate, and TALENT/VENDOR shall return any and all Deposits and any other payments made by PRODUCER within ten (10) days of cancellation.

  • TALENT/VENDOR shall be responsible for any penalties or punitive actions pursued by PURCHASER that may result from default of this agreement or cancellation of this Agreement.

• In the event of TALENT/VENDOR’s default of this Agreement or cancellation of the Performance, AN EVENT COMPANY shall have no liability under this Agreement to TALENT/VENDOR or to PURCHASER.

 

TALENT/VENDOR’S INABILITY TO PERFORM.  AN EVENT COMPANY shall have no obligation to compensate the TALENT/VENDOR under the terms of this Agreement if the TALENT/VENDOR is unable to perform due to illness, inability to perform (physically, mentally or otherwise), weather, failure of transportation, acts of God, riots, strikes, labor difficulties, epidemics, or any act or order of any public authority, or any other cause, similar or dissimilar, beyond AN EVENT COMPANY's control.

 

PANDEMIC HEALTH GUIDELINE COMPLIANCE.  In the event TALENT/VENDOR is ready to perform, but one or more members of TALENT/VENDOR’S crew, its employees or subcontractors fails to meet the minimum standard set by governing health authorities and/or officials relating to the spread of illness, AN EVENT COMPANY shall excuse that member and TALENT/VENDOR shall perform, provided the rest of its crew complement can meet the minimum health and safety criteria.

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NO RECORDING.  TALENT/VENDOR shall not record or broadcast Performance in any manner, including but not limited to analog or digital recording, without the express written consent of the AN EVENT COMPANY.

• PURCHASER, however, may use image magnification of the Performance in the venue, without AN EVENT COMPANY’S written consent.

• At TALENT/VENDOR’s written request PURCHASER may provide an HD version of the tape to TALENT/VENDOR at no expense to AN EVENT COMPANY.

• UNION LABOR.  Should union labor be required due to venue, PURCHASER or other TALENT/VENDOR’s agreements, or because of union presence at venue, PURCHASER shall be responsible for any and all related costs.

 

INSURANCE:  TALENT/VENDOR agrees to provide AN EVENT COMPANY with a valid Certificate Of Insurance (“COI”) naming “AN EVENT COMPANY PRODUCTIONS, INC, their shareholders, officers, employees, agents, contractors and subcontractors” as “Additional Insured.”

• The COI shall be valid as of the Event Date of this Agreement and evidence the following:

  • General Liability policy providing two million dollars ($2,000,000.00) combined single limit for bodily injury and property, or as required by venue or TALENT/VENDOR.

  • Workers Compensation coverage for any claims arising from injuries to TALENT/VENDOR’S crew, employees, or subcontractor, whether accidental or intentional, occurring on the job-site, during transit to or from the job-site or any other location related to the Event described herein.

  • Public Liability or Umbrella policy with coverage for claims arising from injuries to persons or property as a consequence of the installation or operation of equipment provided by AN EVENT COMPANY or TALENT/VENDOR, their employees, contractors, subcontractors and agents.

  • Property policy with coverage for all equipment provided by EVENT COMPANY or TALENT/VENDOR, their employees, contractors, subcontractors and agents against fire, theft, riot or any other type of act that would cause harm to equipment.

• The COI shall be supplied no more that two weeks prior to the Performance date.

 

SEVERABILITY: If any provision of this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way or to any extent.

• Some programs may require the signing of an additional agreement. If additional agreements are required, it will not exempt TALENT/VENDOR from any of the provisions of this Agreement.

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WAIVER: Failure to invoke any right, conditions, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, conditions, or covenants and neither party may rely on such failure.

HEADINGS: Paragraph/section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

 

TERM OF CONTRACT: Regardless of the entry date of this Agreement, it shall remain in effect until the execution date, unless earlier terminated for the reason(s) set forth in Paragraph 4.

 

FURTHER ASSURANCE: Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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INDEMNIFICATION & HOLD HARMLESS: TALENT/VENDOR hereby releases, waives, discharges and covenants not to sue AN EVENT COMPANY, its officers, servants, clients, the PURCHASER of AN EVENT COMPANY that the TALENT/VENDOR is representing, agencies, agents and employees, including any participating/hiring client company and client contacts or participating/hiring agency and agency contacts, including court costs and attorney fees, from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or relating to any loss, damage or injury, including death, that may be sustained by me, or to any property belonging to me, whether caused by the negligence or otherwise, while participating in the program, or while in, on or upon the premises where the program is being conducted, while in transit to or from the premises, or in any place or places connected with the program

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ENTIRE AGREEMENT: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of the TALENT/VENDOR by AN EVENT COMPANY and contains all of the covenants and agreements between the parties with respect to such engagement in any manner whatsoever. Any modification or addition to this Agreement will be effective only if it is in writing and signed by the party to be charged. Some programs, events or tours may require the signing of an exhibit form to cover details specific to that event. If exhibit form is required for a program it shall not constitute a waiver of the provisions of this Agreement, but shall be in addition to the requirements of this Agreement.

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JURISDICTION AND VENUE This Agreement is being made in the State of California and shall be construed and enforced in accordance with the laws of that state. To the extent that resort to the court system is permitted by this Agreement, the TALENT/VENDOR irrevocably consents to the jurisdiction of the United States federal courts and the state courts located in the State of California in any suit or proceeding based on or arising under this Agreement.

• TALENT/VENDOR irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or proceeding.

• TALENT/VENDOR further agrees that service of process mailed by first-class mail shall be deemed in every respect effective service of process in any such suit or proceeding. Nothing herein shall affect the right of AN EVENT COMPANY to serve process in any other manner permitted by law.

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ARBITRATION: Except as provided in Paragraph 15 hereof, any controversies arising out of the terms of this Agreement or its interpretation shall be settled in San Francisco, CA by a single arbitrator in accordance with the rules of the American Arbitration Association (Commercial Rules).

• Any award issued as a result of such arbitration shall be final and binding between the parties and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought.

• The costs of the arbitration shall be shared equally by the parties, provided that the fees, costs, and expenses of the prevailing party (as reasonably determined by the arbitrator), including arbitrator’s and reasonable attorney fees incurred in connection with any such arbitration, shall be paid by the losing party in the event the arbitrator determines the proceeding was brought or defended in bad faith by the losing party

• The costs and expenses of the prevailing party in collecting any such award shall be paid by the non-prevailing party.

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Revised 09/2020 - BC

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