INDEPENDENT CONTRACTOR. PURCHASER acknowledges and affirms AEC and TALENT/VENDOR are professional independent contractors, providing a professional service to PURCHASER that is not provided by PURCHASER in its normal operations. Nothing in this Agreement shall constitute an Employee/Employer relationship, except where required by law.

OBLIGATION TO PAY NOTWITHSTANDING EVENTS PREVENTING PERFORMANCE.

Provided the TALENT is ready, willing, and able to perform, PURCHASER shall fully compensate INNOVATIVE in accordance with the terms hereof notwithstanding any incident, act of God, weather, fire, accident, riot, strike, epidemic, pandemic, or any other event of any kind or character that prevents, interferes with or otherwise results in the cancellation of the Performance.

PARTIES acknowledge that they entered into Agreement during a pandemic. Therefore, the presence of COVID-19 by itself in the show market shall not be considered a Force Majeure event under this Agreement. If Purchaser unilaterally cancels the Performance contract as a result of COVID-19 INNOVATIVE shall receive full payment of the performance fee within three business days.

This subpart “c” applies only in the instance where performance cannot take place due to government inflicted Covid restrictions or lockdowns, in which case PURCHASER, INNOVATIVE, AND TALENT shall attempt to reschedule performance for a mutually agreed upon date between all parties or shift the event to a virtual event in which case the Purchaser shall be responsible for any additional technical production fees that may be required.. If live, the rescheduled concert will take place within six months of the original performance date. Purchaser understands it will be responsible for any non-refundable out of pocket expenses or additional fees (such as airfare) that Talent or Innovative may incur due to rescheduling of said performance. To be clear, if INNOVATIVE or TALENT has incurred any costs or TALENT has begun rehearsals for this PERFORMANCE, PURCHASER shall be responsible for all costs incurred as a result of the cancellation up to and including 100% of the performance fee. Should PURCHASER and TALENT not be able to agree on a reschedule and the event is cancelled INNOVATIVE shall nevertheless retain 20% of the fee as compensation for their time and effort.

In the event of inclement weather that will affect or effect an outdoor performance that results in the cancellation of the Performance or endangers the TALENT, including the TALENT’S crew, the PURCHASER shall fully compensate INNOVATIVE in accordance with the terms hereof.

THE TALENT/VENDOR’S INABILITY TO PERFORM. In the event TALENT/VENDOR is unable to perform due to illness, inability to physically or mentally perform, failure of transportation, or acts of God, riots, strikes, labor difficulties, pandemics, epidemics, or any act or order issued by any public authority, or any other cause beyond AEC or the TALENT/VENDOR’S control:

AEC shall use reasonable efforts to arrange suitable replacement TALENT/ VENDOR for the Performance.

AEC’s effort to arrange suitable replacement per Section 3(a) shall constitute AEC’s acceptance of liability under this Agreement to PURCHASER if the TALENT/VENDOR is unable to perform.

CANCELLATION BY THE TALENT/VENDOR. In the event TALENT/VENDOR should default or cancel the Performance for any reason other than PURCHASER’S breach of contract, AEC shall use reasonable efforts to arrange suitable replacement TALENT/ VENDOR for the Performance.

If no suitable replacement TALENT/VENDOR can be arranged, then this Agreement shall automatically terminate, and AEC shall return any Deposit, or any other payments made by PURCHASER within ten (10) days less any expenses incurred by AEC on behalf of the PURCHASER.

Except for returning the deposit AEC has no liability under this Agreement to PURCHASER in the event the TALENT/VENDOR defaults or cancels the Performance or if no suitable replacement can be arranged for the Performance.

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

AEC shall bear no liability under his Agreement to the PURCHASER for the non-performance of an individual(s) provided TALENT/VENDOR is still able to perform the service agreed to in this Agreement.

AEC shall return the portion of the Fee equal to that of the compensation of the individual(s) released from this Agreement, minus any costs associated with the individual(s) replacement, as provided in Section 4.

TERMINATION BY AEC. AEC may terminate this Agreement (a) if PURCHASER breaches a material provision, including but not limited to the failure to make timely payments pursuant to this Agreement; or (b) by providing PURCHASER with thirty (30) days written notice of termination.

TERMINATION BY PURCHASER. In the event of breach or cancellation of this contract by PURCHASER prior to the Performance, the entire payment and any non- refundable expenses incurred shall be due immediately and payable to AEC.

VENUE/PERMITS. PURCHASER shall, or PURCHASER shall use reasonable efforts to cause the applicable third-party to provide a suitable, comfortable, and safe venue and performance area, adequately heated or air-conditioned, lighted, clean, and in good order. PURCHASER shall provide any and all equipment, materials, labor, licenses, permits, and any other items required by this Agreement, including a sound system in perfect working order, and comfortable well-lighted dressing rooms with private restrooms and changing area.

SECURITY. PURCHASER shall provide and pay for adequate security personnel (“Security”) for the protection and safety of TALENT/VENDOR and any other person working with the TALENT/VENDOR or during the installation, rehearsal and Performance; and TALENT/VENDOR’S equipment and property during the installation, execution of the Performance and during the dismantle.

Security shall prevent any unauthorized persons from entering the stage, backstage, and dressing room area.

PURCHASER shall be responsible to pay for any damage to or loss of the TALENT/ VENDOR’S property for or by reason of intentional or negligent acts, whether of omission or commission, of PURCHASER, its agents, affiliates, vendors/attendees.

ADVERTISING & PUBLICITY. All advertisements, promotions, publicity and collateral materials for the Performance, both print and digital that use TALENT/ VENDOR’s name, likeness, image, logo, trademark, voice and/or other identifications (“TALENT/VENDOR’s Likeness”) in any form shall be subject to TALENT/VENDOR’S prior written approval.

TALENT/VENDOR’s involvement in the Performance, or during any activities related to the Performance, may not be advertised, promoted, or publicized in any manner until AEC has received a fully executed and deposit from PURCHASER.

During and subsequent to the term of this Agreement, no publicity, advertisement, media release or other public announcement related to this Agreement or the subject matter hereof, including without limitation reference to the Purchaser, the Raiders or their trademarks or products or services may be made without the Purchaser's or the Raiders' prior written consent. This provision shall survive the termination of this Agreement.

NO RECORDING. PURCHASER shall not cause the Performance to be recorded or broadcast without the express written consent of the TALENT/ VENDOR.

PURCHASER may digitally capture Performance for projection use as image magnification and distribution on closed circuit within the venue.

Subject to TALENT/VENDOR’S approval, PURCHASER may record the post- production line cut signal used for image magnification and distribution on a closed circuit within the venue for archival purposes. PURCHASER shall provide TALENT/VENDOR and AN EVENT COMPANY a copy of the HD recording on adequate media at no cost to TALENT/VENDOR or AEC within ten (10) days of the Performance.

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

MUSIC LICENSING. To the extent PURCHASER provides or otherwise performs any music requiring license, PURCHASER shall be responsible for any reporting and payments for ASCAP, BMI, and SESAC and PURCHASER is solely responsible for royalty payments as required by law.

INSURANCE. PURCHASER and AEC shall purchase and maintain Commercial General Liability insurance with limits of two million dollars ($2,000,000) each occurrence and in the aggregate.

AEC, their shareholders, officers, employees and agents shall be additional insureds on PURCHASER’s Commercial General Liability policy.

PURCHASER, their shareholders, officers, employees and agents shall be additional insureds on AEC’s Commercial General Liability policy.

AEC and PURCHASER shall maintain Workers’ Compensation insurance providing coverage for injuries to their respective employees. AEC and PURCHASER shall each waive subrogation against the other and shall cause each of their respective Workers’ Compensation insurers to waive subrogation against the other party.

PURCHASER and AEC shall provide the other party with certificates of insurance complying with the requirements in this section at least two weeks prior to the Performance date.

DEFAULT. In the event of a breach of the Agreement by AEC or TALENT/VENDOR, PURCHASER shall provide AEC representative written notice of such breach by US Post to 2 Dwight Road, Burlingame, CA 94010 or by electronic mail to gig@aecsf.com; and allow reasonable or statutory opportunity to cure.

ENTIRE AGREEMENT. This Agreement and the Schedules attached or incorporated herein constitute the entire agreement and understanding between the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral or written, between and among them with respect to such matters. The provisions of this Agreement may be waived, altered, modified, amended, or repealed in whole or in part only upon the written consent of all parties to this Agreement.

NON-ASSIGNABILITY. Neither this Agreement, nor any interest herein, shall be assigned, transferred, hypothecated, or otherwise conveyed by any party without the prior written consent of the other party.

JURISDICTION & APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In any dispute arising out of this Agreement the Parties hereby consent to personal and exclusive jurisdiction and venue in the State and Federal Courts located in City and County of San Francisco, California.

If a party breaches this Agreement, the breaching party shall pay all costs and attorneys’ fees incurred by the other parties in connection with such breach, whether any arbitration or litigation is commenced.

NO IMPLIED WAIVERS. Failure to require performance by any party of any provision hereof shall not affect the right to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision hereof be acknowledged or accepted to be a waiver of any subsequent breach of the same provision or any other provision.

SEVERABILITY. If for any reason any provision of this Agreement shall be determined to be invalid or inoperative, the validity and effect of the other provisions hereof shall not be affected thereby, provided that no such severability shall be effective if it causes a material detriment to any party.