Division of Public Relations Noti?cation KE - Student Affairs Safety DATE: 10/23/18 EVE . . . . trauma! TO: Shay L1ttle, Vlce Presrdent for Student Affairs FROM: Meghan Factor-Page RE: Request for Contract Approval In accordance with Administrative policy 3342-5-04.1 regarding contract administration (http: c?polim -contract-udministralion), the attached contract or agreement is for: Name of contracting department: Center for Student Involvement Department Index Contract will be paid from: 220584'Pr09rammln9 Contracting signatory: Cesquinn M. Curtis, Assistant Vice President, Student Affairs Name of non-university contracting party: Riley Entertainment Inc- Effective date of contract: November 25, 2018 Date of termination (or term of contract): November 25, 2018 Brief description of services/goods procured by the contract or, if not a purchasing contract, the nature of the agreement: John Mulaney Comedy Show; MACC location With the signing and submittal of this request, I certify that this contract is valid and the contract has been approved by the Of?ce of General Counsel. Any necessary changes have been made and initialed by the appropriate representative. Meghan Factor-Page algal? 10/25/18 Requester?s Printed Name Req 'e/ster?s Signature F06 Date I I As department director, I have reviewed the c0ntract(s) 0r agreement(s) and attest to its validity. got: Dam/5 10/25/11? epartment DiEctor?s Printed Name epartme Director?s Signature Date Once all contracting parties, university an_d non-university, have signed, please forward an electronic copy of the full contract along with a bio and/or background information for the person(s), performer(s) or service provider(s) (including the website and any additional resource information) with this cover page to Tim Coyne (tom me] (i Attachment(s) Cesquinn approves all contracts up to or equal to $100,000.00 Shay approves all contracts exceeding $100.000.00 VA I I Madison Avenue l8lh Floor New York, NY USA Phone: +l 212-9034 l8? email: com JOH LANEY mm rem: ARTIST RIDER AND ADDENDA ATTACHED HERETO HEREBY MADE A PART OF THIS CONTRACT made 2-3 Sep 20 8 between RILEY ENTERTAINMENT. INC. [hereinafter referred to as furnishing the services ofJOllN MULANEY (hereinafch referred to as and KENT STATE Factor-Page {hereina?er referred to as It is mutually agreed belu'ecn the parties as follous: The PURCHASER hereby engages the PRODUCER to furnish the sen'ices for the Engagemmt (as described herein) upon all tlv: terms and conditions herein set forth, including. without limitation, Addendum (Additional Terms and Conditions]. the Ants! Ruler, and any other PRODUCER addenda referenced herein (il?any), all ofwhich are attached hereto and fully incorporated herein by reference. I. ENGACEMFNT VEN MEMORIAL ATHLETIC AND CONVOCATION CENTER - KENT STATE [025 Risman Drive Kent, OH 44242 USA 2. - . Sun 25 Nov Z?l? a. Number of Shows: I be Show Scheduldsl' TBA: Load-In: l?er Advance TBA: Sound Check. Per 07:01.! PM: Doors 0800 PM: Show Time 3. BILLING (In all forms at advertising): l00?3o Headline Billing 4. SISIMJOIHIO (One Hundred Fifty Thousand U.S. Dollars) ?at GUARANTEE. DE P03 I requirements and PA THEN scrforrlr below in Section I 0. 5. Pro I: nCom I: TRANSPORTAT ON AND ACCOMMOD a) b) Accommodations. c) Air freight and excess baggage: d) e) Meals nndincidcntals: Other: Agreement dated 24-September-ZGIB JOHN MULANEY Page I on! KENT STATE UNIVERSITY WME Cancun; rev 20l+05~293updatcd March. 2015 Seq: 27-16069 An}- changcs to the above-mentioned arrangements are subject to the s-Ile and ctclusit prior urittcn approi al 7. SPECIALPROVISIONS: BOIZO split All payments less deposit MUST be made out to Riley Entertainment. inc Any and all box of?ce and?or credit card "commissions" reflected in the final settlement it all only be in relation to ticket salts onsitc at the tenue box of?ce and not reflect any sales by a 3rd party ticketing system (i e. litenattotr ticketing) without the \i mien authorization ofthe artist's agent)" "Purchaser charges more than the agreed upon ticket price slated on the face ol?this contract. or admits more patrons Into room than agreed upon capacity, the Artist will receive l00?o ofthe dichrence between the contract price and amount of actual ticket charge and ?or Artist will receive ?10% ol'the dilTemnce the contracted capacity and the actual amount ofguests admitted. Failure to present the engagement shall not relieve the Purchaser ofthe obligation to pay the guarantee in full. Contract is not binding until signed by artist. Artist gets ofall muchandtsing sold and any precedent or policy on a merch split must be agreed to in advance or Artist reserves the right to mid this Contract Purchaser agrees to provide and pay for High Quality Sound and Lights to meet with Artist's speci?cations and approval. Ticket links must be compatible with all mobile det ices All tickets must be sold as BEST AVAILABLE Purchaser to ide DAILY ticket counts. No other merchandise except for the Artist?s may be sold at the tenor: night ofshow it ithout Artist?s approt al Purchaser agrees that the ?nal sales totals ofthis engagunent will not be shared with any party besides the tenue and the artists andfor artist?s reps Purchaser understands and takes full actountability that this Show will NOT be reporter by promoter, error: or any other party to "industry trade magazines (I Pollnar, Celebrity Access, etc.) without urittcn approval from the artist's agent. Box of?ce must he built basal upon box of?ce set tip sheet FIVE ROWS MAY NOT BE RELEASED UNTIL SIX HOURS Al?l?lZR ON Artist will ONLY play ASCAP catalogued (Dar id Bon'ie) songs while crowd is entering the venue No other music is to be played whatsoever night ofshow. lf mono or promoter chooses to or mistakenly plays any other music it hich is a part ofany other organization then they it ill be responsible for paying the fee. Ft trill not come out ofth settlement. Therefore. still ONLY pay (and no other orgs) on our settlements. Purchaser shall pmi ide a [ire-settlement day of shon- and ?nal immediately folloit ing the perfonttance to he sent to Cara Nordherg, and Mike Berkowitz Contract is due thirty (30) day.? prior to Show date. unless othent iSe speci?ed. Buyer Signed contract is due one week tiller contract is issued. Artist representative MUST be made auare il'tenue does not hate temperature regulations 8. ARTIST RIDER: l?l IASER shall provide and pay for all terms and Conditions contained in the l? rider and shall fully comply with all ignore; thereof 9. Cl RRENCY AND EXCHANGE RATE: Ill. PAYMENT Agreement dated 24-September 2018 Page 2 ofll WME Concert; rev ION-05 20 updated March. IOU u? an; 11'? 1 1?5! r?mnr .- x. l-?J nu 11. .uxx; A - ls?zu'l?. .1 u5~rn, ?nD . All deposn payments shall he paid via certified or cashier?s check sent to MORRIS ENDEAVOR ENTERTAINMENT. LLC A'l'l?lu? Hillary Robbie ll Madison Atenuc llith Floor New York, NY USA 0R via bank wire as follows Account Name Account Num ABA Numb ORG. Kent State Un't 3 John Mulancy- Nov 25. 20h! WME booking code {:?Imsc be sure to concur the following to amid confusion and or [girdg?cl gang; Qt [hf gran ?gr; day Q: if?: Egg?gg?nlgg?? b. BALANCE ofthc monies shall be paid to and in the name of PRODUCER by ccnt?ed or cashier?s check or bank wire (as desrgnated by PRODUCER) to be received by PRODUCER not later than conclusion ol'tlic Engagement JOHN MULANEY KENT STATE Seq: 2746669 the-51W FMn?hHul-shm?he-Engdw II. "5:551" me me: cows mu sum; Ha?z: ?wiuo mm: w- ean? irnm?i?nlv?x? "6961952; ?tuuandrz'WL-o r- 4- .. u. ?1?way um.? Vii-bli?lvrM .3 ?(my won-1 . .. 4.4 . . ?mm. I5, (ad-u: no a non Joan (can; no '12: mm $6,0qu - may?; . .0. wawy??h/?t?mww 4m 9 a 4.50:: am SCALING NOTES Swims Float 1,500 S30 00 anl 3.0001? S30 00 Tickcu goon Prt- ADJUSTED GROSS POTENTIAL. $156,090.00 Sale for studmu only, mummy lichen ml! 30 on safe In public as GA fat TAX 550 00 NET 51.50.096.00 II. NM I1. Ale WORK 5 '3 I 0m: mums and 5:31: on the day and ?rm abov: wn'llm 1] arm STATE unw?m? ENTERTAINMENT. INC Meghan-hm ID 4542350): 227 Sludcm (3mm Cantu for Sludcnl I 0514-3342 USA Rm 0 n1JOHN MUMNEY KENT STATE UNIVERSITY Seq 1716069 Aginm dad Nieptmixr?mtl Page 3 or! Wle Cat-cert. m- Mid-0529a updmd Mind: 20? A DDENDUM ADDITIONAL AND CONDITIONS A. COMPENSATION Unlas otherwise specifier], all payments shall be made in full without any deductions whatsom'cr. If not already indicated on the face page of this Agreement. PURCHASER will advise PRODUCER. or agent, upon request (but in no etcnt later than the on-sale date). ofthe net admissions prices for the entertainment presentation and shall funhcr disclose any added charges and applicable tax in connection therewith. (2) In the event the payment to PRODUCER shall be based in whole or in part on receipts oft}: performancels) hereunder, PURCHASER agrees to deliver to PRODUCER a certi?ed statement of the gross receipts of each performance within two hours following such performance. PRODUCER shall have the right to have a reprcsentatiic present in the box office at all times and such shall have access to box office records relating to gross receipts ofthe Engagement. (3) In the event that the payment share of said performanch receipts is based in whole or in pan upon expenses related to the Engagement, PURCHASER shall verify by paid receipts. cancelled check or similar documents all such expenses, or they shall not be included as an expense of the Engagement. (-0 In the event the payment to PRODUCER does not include a percentage payment. if the actual gross box of?ce receipts from the exceed the gross potential as stated on the fan ofthis Agreement or as otherwise agreed in writing between the parties, such excess shall be immediately paid in full to PRODUCER in cash. ll. TICKETS PURCHASER shall not announce, advertise, promote or sell tickets to the Engagement until authorization in writing has been received from PRODUCER. ALL TICKETS MUST BE NUMBERED. NO TICKETS SHALL BE PRICED AT MORE THAN THE AGREED UPON PRICE EXCLUSIVE VALUE ADDED TAX OR OTHER SALES-BASED TAX WITHOUT PRIOR APPROVAL. (3) If ticket price scaling shall be varied in any respect. the percentage payable to PRODUCER shall be based upon ofthc following is more favorable to PRODUCER: the ticket price scaling Set forth on the face page ofthis Agreement or as otherwise agreed in writing by the parties. or (ii) the actual ticket price scaling in for the Engaguncnt. The PRODUCER's representative shall have the right to inspect ticket racks and all box ollice and other records with respect to such receipts. including, but not limited to. unsold tickets. printed but unsold tickets (so-called ?dcadttood") and stubs of tickets sold. for the purpose of vertfying the statements representative will upon request be admitted to the box of?ce at all times during the sale for the Engagement hereunder. (5) There shall be no dynamic ticket pricing mutually agreed upon by PRODUCER and PURCI IASER in writing. In the era" the parties agree to participate in dynamic ticket pricing all terms thereof shall be subject to mutual written approval including, without limitation. all ticket prices and adjustments thereto. scaling. gross box of?ce potential and additional ticketing charges (ifany). All clematis thereof. including. without limitation. all ticket ticketing charges (ifany) and ?nal gross revenue must be transparent and presented at Settlement in writing to PRODUCER to evidence compliance with the foregoing. (6) PURCHASER agrees that any inclusion performance hereunder in a subscription or other type ofscrics is subject to the prior written consent (7) PURCHASER shall not commit ARTIST to any interviews, promotional appearances, meet 6: greets. or otherwise without prior, written consent, which shall be given or withheld in PRODUCE R?s sole discretion. C. FACILITIES PURCHASER agrees to furnish at its sole cast and expense on the datcts), time(s) and planets) ofthc performance?) all that is necessary for the proper and lawful presentation ofthe Engagement. including. without limitation, a suitable tenue. \tc ~heatcd. lighted. clean and in good order. stage curtains. properly tuned grand piano or pianos and all necessary ?rst class sound equipment in perfect working condition including ampli?ers. microphones in number and quality required by PRODUCER. dressing rooms (clam. comfortable. properly heated and air-conditioned and near the stage}. all necessary electricians and stage hands. all necessary first class lighting. tickers. house programs. all licenScs (including musical performing rights licenses). adequate security. ushers. ticket Sellers, ticket takers. appropriate and suf?cient advertising in all media and PURC IIASE shall pay all other necessary expenses in connection therewith (2) PURCHASER shall also pnmde at its sole cost and expense all necessary equipment for the Engagement hereunder as protided on the face of the Agreement, or as designated in the attached Rider. unless otherwise agreed by PRODUCER and PURCHASER In writing Exact requirements to be advised if same differs from ARTIST Rider speci?cations. (3) renews? was: AI. n?nml.? a 3? ?In [1001']! n? .l in .. I 1L [us nf? Jain-c - I: II Hana 1-114.? rv .nay u" "cu?nov?xu?y-uuw In u? luau-run run 1 sunpacking ?manner; a m" (4) PURCHASER agrees to pay all amusement taxes. rl'apphcablc (5) PURCHASER shall comply ti ith all regulations and requirements ofany union(s) that may havejurisdiction over any ofthe said materials. facilitits and personnel to be furnished by PURCHASER and PRODUCER. (6) If PRODUCER 50 requires. PURCHASER it ill furnish at in; expense all necessary facilities. stage hands and other personnel for lighting and dress rehearsals PURCHASER shall furnish at its own expense all other items and personnel including. but not limited to. any and all personnel. including musicians, as may be required by any national or local unionls) required for the proper of the pafon-nancr: hereunder. and any rehearsals therefore. except for those items and personnel which PRODUCER herein speci?cally agrees to furnish. (7) PURCHASER shall ensure compliance with all applicable requirements of bus and regulations as to health and safety. insurance. hygiene. ?re. access. egress. security, and generally in relation to the and the venue-(s) for such PURCHASER shall be solely responsible for pmiiding a safe environment for the Engagement. including but not limited to with respect to the staging. stage cm ering. grounding. supervision and direct ton ofthc Engagement. and security. so that the and all persons and equipment are free from adverse it either and other conditions. situations and at crust Adverse Conditions '1 shall not have any liability for any damage or injury caused by such Adverse Conditions Agreement dated 24-September-10l8 JOHN MULANEY Page 4 ofll KENT STATE UNIVERSITY WME Concert; 20l4-05-29: updated March. 20? Seq: 2746069 D, PRODUCTION CONTROL (1) PRODUCER shall have the sole exclusive creative control over the production and presentation of ARTISTS performance at the Engagement hereunder, including. but not limited to. the details. mums and methods of the perfomtancr: of the performing artists hereunder. and PRODUCER shall have the sole right. as PRODUCER may see to designate and change at any time the performing personnel other than the ARTIST herein speci?cally named. (2) ARTIST shall at all times be the headline'acl and ?ill be the closing act ofeach short. unless otherwise speci?ed herein. PURCHASER agrees that no performers other than those to be furnished by PRODUCER hereunder ?I'll appear on or in connection it ith the Engagement hereunder. PURCHASER agrees to supply and pay for all supporting acts, ifnny, which must be requester! and?or approved by PRODUCER (3) PURCHASER agrees to comply with directions as to stage settings for the performance hereunder. (-I) It is understood that no stage seats are to be sold or used tt-itltout prior mitten consent E. PERFORMANCE If. as the result ofa Force Majeure Event (as de?ned belou PRODUCER or ARTIST ts unable to. or is prevented from. performing the Engagement or any portion thereof or any material obligation under ?115 Agreement, then PRODUCER and obligations hereunder Will be fully excused. there shall be no claim for damages or expensrs by PURCHASER, and PURCHASER shall burr its own costs and expenses in connection With this Agreement. Notwithstanding the foregoing: PURCHASER shall be obligated and liable to PRODUCER for such proportionate amount of the payment provided for herein as may be due hereunder for any perfonnanecis) which PRODUCER may have rendered up to the time of the inability to perform by reason of such Force Majeure Dent. and .l ?Mr Ihnl rt. 11? - lkrd?nuill an In: REED s, . I I ?any Iu [?51 surn- ?wui un- u. I qu-ulil unnu I 11- 11 ll \ltl'l'f?l" tun] u' [I?m u. I ;n n. "rm? I h? uvlu\rBilanI"! I an 5 ll: lu-- .?rl w?qr?nJu nu} I I ?l VI 51.. run nu I I has]: In. a lul lulu rubs. PulJuqu Iv In" 1.1: I'm. A "Force Majeure Event" shall mean any one or more ofthe following acts uhich makes any performanceis) by PRODUCER or ARTIST contemplated by this Agreement infeasible or unsafe: acts ofGod; ael(s) or rcgulatrortts) ol?any public authority or bureau, Cl\l] tumult. epidemic, act(s) of the public enemy; actls) or threats of terrorism; threats; insurrections; n?ots or other forms of cit i disorder in. or around. the Engagemutt venue or which PRODUCER and/or ARTIST reasonably believe jeopardizes the safety of ARTIST, any of ARTISTs equipment. musicians or other performers. or any of key personnel; cmbarguts; labor disputes (including, without limitation. strikes. lockouts. job actions, or boycotts). ?res; explosions; ?oods; shortages of energy or other essential Services; failure oftechnical facilities; failure or delay of tranSportation; death, disability. illness, injury or other inability to perform of ARTIST, any of AR?l'lS?l's musicians. other perfonners, crew. or advisers, any of ARTISTS family members, any of key personnel. or any other person personally known to ARTIST whose dmth. disability. illness or injury adversely impacts ARTISTS ability to perform in connection with the Engagement; or other similar or dissimilar causes beyond the control of ARTIST or PRODUCER it hieb make any pctl?on?nanccis) contemplated by this Agreement impossible, infeasible or unsafe F. INCLEMENT WEATHER Notwithstanding anything contained to the contrary herein, inclement weather shall not be deemed a Force Majeure event and PURCHASER shall remain liable for payment to PRODUCER of the full GUARANTEE plus all other compensation due hereunder if the performancc(s) is rendered impossible, infeasible or unsafe by such weather ?llDl?U - In- ncl. .- d'l? . .. I Iln.? 1? Con I 5 1V: .nqu I- IV uni": uvrw I G. RIGHT TO CANCEL PURCHASER agrees that PRODUCER may cancel the Engagement hereunder ithout liability by git ing the PURCHASER notice thereofat least thirty (30) days prior to the commencement date of the Engagement hereunder. Upon termination of the Agreement in accordance with this Section G. PRODUCER shall return to PURCHASER any deposit previously received by PRODUCER in connection with the Engagement. Subject to the foregoing. upon such termination. the parties shall have no further rights or obligations hereunder. and each ofthc parties shall bear its mm costs incurred in connection with this Agreement. ll. BILLING I l) ARTIST shall receive billing in such order. form. size and prominence as directed by PRODUCER in all advertising and publicity issued by or under the control of the including. but not limited to. displays. next spapcrs. radio and television ads, electric lights. posters, houseboards and announcements. (2) PURCHASER may only use ARTIST's name and pie-approval: vorce. likeness. materials, pictures. photographs. image, or other identi?cation of ARTIST (collectively. Likeness") in connection uith advertising and publicizing of the Engagement. however PURCIIASER's use Likeness shall not be as an endorsement or indication of use ofany product or service and no corporate or name or logo shall be included in any such advertising and publicity absent prior untten approtal in each instancc. Notts'ithstanding the foregoing. the placement. form, content, appearance and all other aspects of use of ARTISTS Likens shall at all timrs be subject to the prior written approval I. PRODUCER shall have the exclusive right to sell souvenir programs. ballet books. photographs. records and any and all types ofmerehandisc including. but not limited to. anicles of clothing tic. T-shins. hats, etc). stickers, etc, on the premises of the place(s) of performance without any participation in the proceeds by PURCHASER subject. however. to eoncessionaire's requirements, ifnny, as speci?ed in this Agreement. 80/20 producer/Purchaser split of match Agreement dated JOHN MULAN Page 5 all! KENT STATE UNIVERSITY WME Concert; rev. 2014-05 ~29u'utxbted March. 20? Seq. 2746069 J. NO RECORDINGIBIIOADCAST PURCI IASER shall not itself. nor shall it permit or authorize others (including. without limitation, PURCHASER or venue employees. representatives or contractors) to record. broadcasu televise. ?lm. photograph. webcasl. or otherwise reproduce the visual andfor audio pcrfonnartcs hereunder {or any part thereon andt?or ARTIST and?or personnel at any time during the Engagemmt. lathe event PRODUCER does so grant any ofthe aforementioned rights, such rights shall be subject to a separate written agreement and PURCHASER shall be responsible, at Sole cost and expense. for securing any and all necessary third party rights. licenses. clearances. and permissions (including. but not limited to. all necessary publishing and record label clearances) required in connection with PURCHASERS capture and/or exploitation Of'hcsamcl . .. .. . I I I ARTIST lien: any and damagets} it. cube-,1 {diluwrle a - DIIDFLI .4. ll I ml I Ul\?llr f. annual up?? In' comply-herewith. K. PURCHASER DEFAULT (I) In the event PURCI refuses or neglects to provide any ofthe items herein stated or comply with any provisions hereunder. and?or fails to make any of the payments as provider] herein and/or fails to proceed with the Engagement and/or fails to furnish PRODUCER or ARTIST with any documentation, tickets or notice or proof thereof as required hereunder. at the rims herein Speci?ed. then any such failure shall be deemed a substantial and material breach of this Agreement and PRODUCER shall have the right (in sole discretion). without prejudiee to any other rights and remedies to: immediately terminate this Agreement and cancel any or all remaining Engagement hereunder. (ii) retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach; receive the full GUARANTEE (or the unpaid balance thereof) plus all other payments and other compensation due pursuant to this Agreement in animation with the 1: or the was" this and (iv) PRODUCER and ARTIST shall hate no further liabilities and?or obligations in connection with the Engagement or the transactions contemplated by this Agreement, responsible all t. 1.153;. and for and cameras. raincoat {HWWH-l?s-?rgmuem (2) lf. on or before the date ofany scheduled engagement. PURCHASER has failed. ncgleeted. or refused to perform any contract with PRODUCERIARTIST. andfor any contract with any third party relating to this Engagement. and?or any other contract with any other performer for any other engagement (whether or not related). or if the ?nancial standing or credit has been impaired or is in opinion unsatisfactory, PRODUCER shall have the right to demand payment full GUARANTEE and all other compensation due pursuant to this Agreement. fails or refuses to make such payment fonhwith. then any such failure shall be deemed a substantial and material breach of this Agreement, and PRODUCER shall have the right (in sole discretion), without prejudice to any other rights and remedies, to; immediately terminate this Agreement and cancel any or all remaining Engagement hereunder: (ii) retain all amounts paid to PRODUCER by PURCHASER as partial compensation for such anticipatory brunch; receive the full GUARANTEE (or balance thereof) and all other compensation due pursuant to this n" rm, .1 ?an mn [1299! :n u-hl. 11pow.-. . "mum . v, "steam-tit: and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the or the transactions contemplated by this Agreement For L. per occurrence/$3M aggregate PURCHASER shall obtain and maintain. from the date hereof through completion of the Engagement. ecmmercial general liability insurance coser?agc. including a contracrual liability endorsement as respects this Agreement. liquor liability (either from PURCHASER. if PURCHASER is furnishing liquor or from PURCHASER designated coneessionaire). in an amount of not less than Occurrence (but in no event in amounts less than the limits required by the venue andi'or as set forth in the ARTIST rider. if any); business automobile liability insurance covering all owned. non-owned and hired vehiclm used by or on behalf of PURCHASER with a minimum combined bodily injury and property damage liability limit of Five Million Dollars ($5,000,000) per occurrurce, and workers compensation and employer's liability insurance (including stop gap liability where applicable) with minimum limits ofOnc Million Dollars (S ?00,000) per claim [but in no event in limits than those required by law and/or loss than the limits required by the tenor: und?or as set forth in the ARTIST rider. if any.) Notwithstanding the foregorng. for any Engagement at which the allowable capacity is in excess of Thousand but than Fifty the required commercial general liability insurance coverage limit shall be in an amount of not less than Ten Million Dollars (Sl0.000,000i per oceurrence, and for any Engagement at which the allowable capacity is Fifty Thousand (50,000) or more attendees. the required commercial general liability insurance coverage limit shall be in an amount of not less than Fifteen Million Dollars (5 5,000,000) per occurrence All oftbe insurance requirements set fonh above shall not be Construed as a limitation ofany potential liability on behalf of PURCHASER, All such insurance required above shall be primary and non-contributory. and shall be written by insurance companies quali?ed to do business in the state(s} ofthe Engagancntis) with AM. Best ratings not less than A minus or better Such insurance policies shall contain a wait-eds) ofsubrogalion with respect to the PRODUCER, ARTIST and their respective of?cers. directors. principals. agents, employees and representatives and shall provide that the coverage thereunder may not be materially changed. reduced or canceled unless thirty (30) days prior written notice thereof is furnished to Not less than ten (l0) days prior to each Engagement, PURCHASER shall furnish with an appropriate ceni?catcts) of human m'idencing compliance with the insurance requirements set forth above and naming PRODUCER. ARTIST and respective officers. directors. principals, agents. employees and rcpresmtatives as additional insureds PRODUCER's failure to request. review or comment on any such certi?cates shall not affect rights or obligations hereunder Upon request. PURCHASER shall immediately furnish to a full and complete copy of all insurance policies required to be maintained by PURCHASER herein ltl'- I H. .. . nu?. u?unua an] sunny-g, Juluf ha. I n.1L - .I li?l?D 511'? vI?lbl-I?UU a? 1? I . aka. .4- I l' .uhh .1 I uni-.1, .n-n . . wanna u, vvi?a. a u- s-ur . unluulhb. "lullv?ulruna- n- ?1 u- I .v use." "nuts-u u: auluv-uu v] un- .Lm .. pal":? "um, I an, a u. u, Addendum A is incorporated herein. Agreement dated 24-Septembcr-lel 8 JOHN Page 6 of KENT STATE I. WME Concert; rev, 20l4-05029?updatcd March. 20l5 5qu 2746069 M. ROLE OF AGENT WILLIAM ENDEAVOR ENTERTAINMENT, LLC acts only as agent for PRODUCER and assumes no liability hereunder and in furtherance thereofand for the bene?t of William Morris Endeavor Entertainment. it is agreed that neither PURCHASER nor PRODUCERMRTIST uill name or William Morris Endeavor Entertainment. or any of its parents. subsidiaries. of?cers, directors. principals. agents, employees and representatives [collectively as a party in an civil action or suit anywhere in the world. arising out of. in connection with. or related to any acts of commission or omission pursuant to or in connection with this Agreement by either PURCHASER or PRODUCE WARTIST. To the extent applicable. ithout limiting the generality of the foregoing and for the avoidance of doubt, WME expressly assumes no liability hereunder for any claims, losSes. damagts. complications. conscquenccs. or other events that may occur as a result ofthc failure of either party hereto to obtain any of the visas. work permits. and/or other documentation required for the performance of the parties' obligations hereunder (hereinafter the Travel Documents") It is agreed that neither PURCHASER nor Iwill name or join WME as a party in any civil action or suit anywhere in the world, arising out of. tn connection with. or related to any failure of either party hereto to obtain. secure, or procure the Travel Documents. N. NOTICES All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement. 0. Mite-William momma?; and the rrv: Liens :JJcl?nl- v. other 211:3? ten-:1: the LIMITATION OF LIABILITY In no event shall PRODUCER andfor ARTIST (not any of their respective agents. representatives. principals. employees. of?cers. directors and f?liates) be liable to PURCHASER (or any third party) for any indirect. incidental. consequential, punitive (or exemplary). or any similar damages. including. without limitation, lost pro?ts. loss of revenue or income. cost of capital. or loss of business reputation or opportunity, as to any matter under. relating to. or arising out ofthc Engagement or the transactions contemplated by this Agreement. whether in contract. tort or otherwise. even if PRODUCER and/or has been adt iscd of the possibiltty of such damages. Under no circumstances shall the liability of PRODUCER antlfor ARTIST [or any oftheir respectite agents. representatives, principals. employees. of?cers. directors or af?liates) exceed. in the aggregate, an amount equal to the Itmcr of the amount of reasonably necmsary out-of-pocltel expenses directly incurred by PURCHASER in connection with ARTISTS perfonnance at the Engagement taking into account any amounts PURCHASER has recovered using ?s best elTons to mitigate losses; or (ii) the amount ofthc GUARANTEE which ARTIST and/or PRODUCER have actually received in accordance with the terms of this Agreement. PURCHASER agrees that it shall not (and shall cause its af?liates not to) seek indirect. incidental. consequential, special. punitise {or exemplary), or any other similar damages as to any matter under. relating to. or arising out of the Engagement or the transactions contemplated by this Agreement. Q. MISCELLANEOUS PROVISIONS (ll Nothing in this Agreement shall require the commissron of any act contrary to applicable hm or to any rubs or regulations of any union. guild or similar body having jurisdiction on: the services and personnel to be Furnished by PRODUCER to PURCHASER hereunder. In the merit of any con?ict between any provision of this Agreement and any such tau. rule or regulation. such law. rule or regulation shall pretail and this Agreement shall be cunniled. modi?ed. or limited only to the extent necessary to eliminate such conflict. (2) Purchaser shall comply. and shall ensure that its a?iliatcs. subsidiaries. directors, managers. of?cers. employees agents. and representatives comply, at PurchaSer?s uith all applicable Ian-s, rules. and regulations in relation to its operations and performance of its obligations under this Agreement, including without limitation. any law. regulation. statute. prohibition. or other measure maintained by any agency or department of any national got-unmet?. regional body. multilateral institution or other body which or responsible for the adoption. implementation or enforcement ofsanction laws, including. but not limited to. the United Nations Security Council. the Council of the European Union. the Europam (omission. the relevant competent authorities of individual European Union Member States. the United States Department of'freasury?s Of?ce of Foreign Assets Control. the United States Department of Commerce, the relevant competent authorities of Australia. or any replacement or other regulatory body responsible for sanctions laws in any country relating to the tmpletrtentatton. application and enforcement ofcconomic Sinctiom. export controls, trade cmbargos or any other restrictive meaSures. including but not limited to these measures which prohibit or othenvise restrict either party '5 ability to make a sen ice atailablc either directly or indirectly to a sanctioned person and those measures which restrict or prohibit either party from engaging in speci?ed dealings with a speci?ed class of person. whether defined by nationality. business sector or otherwise. Purchaser represents and warrants that neither it nor its a?iliates. subsidiaries. directors. managers. officers, employees, agents. or representatives is a person or entity or. (ii) controlled by a person or entity. on the US. Treasury Department's list of Specially Designated Nationals and Foreign Sanctions Evaders List. the U5 Commerce Department's Denied Persons List or Entity List. the UK. HM Treasury Consolidated List of Financial Sanctions Targets. the UK. Export Control Organisation's Iran List. the Australian Got emment Sanctions Consolidated List. or otherwise designated as subject to ?nancial sanctions or prohibited from receiving Australian. US . or UK ices. or any other equit alent local provisions. Purchaser agrees to notify botlt Producer and WME immediately in writing ofany change in ownership or control that might violate this Section ofthe Agreement. Producer or WME may terminate this Agreement upon providing written notice of termination to Purchaser. if Producer or WME's performance of its obligations or receipt ofconsidcrat ion hereunder would. as rmsanably determined by WME or Producer. result in non-compliance ith any laws, ml and regulations applicable to Producer or WM (4) Purchaser agrees to comply with all applicable Inns and regulations. including. but not limited to, the US Foreign Corrupt Practicts Act. the UK Bribery Act and the tours of the country in which any transactions are made or services are pros ided under this Agreement. Purchaser further agrees that Purchaser and any person or entity working on Purchaser?s behalf in connection with the Services provided under this Agreement shall not make any payment or transfer anything oftalue. directly or indirectly. to! any governmental of?cial or employee (including employees of governmenhowncd and corporations and public international organizations); (ii) any political party. of?cial of a political party. or candidate for public of?ce; any intern-tediary. including. but not limited to. agents. close associates or family members of government of?cials. for payment to any of?cial; (iv) any other person or entity in a conupt or improper effort to obtain or retain business or any ads antage. in Agreement dated 24.5cptember-20l8 JOHN MULANEY Page ?1 ofltl KENT STATE UNIVERSITY WME Concert: rev March. ZOIS Seq; 2746069 connection m?th Purchaser's a?'airs, or iv) any other person or entity, it? such payment or transfer ttould violate the US Foreign Comtpt Practices Act. the UK Bribery Act. andfor laws of the country in which the transaction is made and/or sen ices are provided under this Agreement (5) This (and any of PRODUCER's: riders. addenda. evhibits or attachments hereto] constitutes the sole. complete and binding agreement bettveen the parties hereto, and may not be amended. supplemented. altered or discharged except by an instrument in writing signed by the parties If any part ofthis Agreement is determined to be void, invalid or unenforceable. such invalid or void portion shall be deemed to be separate and severable from the ether portions of this Agreement. and the other portions shall be given full force and re?ect, as though the void and invalid portions or provisions uere never a part ofthis Agreement -n I. . Anu- - -.- 1 ?id. ll?. lmu?r no . -n in. hunt I . .n . Id. I f..l lull MI. 50?? I ull??. "cpl! ?ll5 I I u. 1-1V all? IllV'b?ll' .ul IA a . ,lir?un .1- nun .r?mmAllWhom un- Vuulla a Ivan a" ulb aux-r. v: u. - Uln unu an-? v? I laugh? .nn'l' o?efr..?anll '1 .7 an?: un. ll?uI'Ills v- an? Irivtnaa, nu.? uu'rn-uu. u: nus-Ir f" vuua; auqu "urn nun-u nun-qu nu um unm- ul- m-t' nr?l butIll. I'm?talus! UI IIMKK lI-"I-hlill VI Ibll ?ll: (7) PURCHASER shall not have the right to assign or transfer this Agreement, or any provision thereof. (8) The waiver ofany breach ofany provision of this Agreement shall not be deemed a continuing waiver. and no delay in exercise of a right shall constitute a tvaiver. (9) Nothing herein contained shall ever be construed as to constitute the panic: hereto as a partnership, or joint venture. nor to make PRODUCER and/or ARTIST liable in whole or in pan for any obligation that may be incurred by PURCHASER. in PURCHASERS carrying out any of the provisions hereof. or otherwise. THE PERSON THIS AGREEMENT ON BEHALF WARRANTS AUTHORITY TO DO 50, WW The terms and as used herein shall include and apply to the singular and the plural and to all genders. (I I) This Agreement may be executed in two or more counterparts, arch ofwhich shall be deemed an original and all ol?uhieh taken together shall constitute one (I) and the same instrument. Delivery of an executed counterpart ofa signature page to this Agreement by teleeopicr or electronic delivery (Le. format), including electronically signed versions ofthe same. shall be as effective as delivery ofa manually executed counterpart ol'this Agreement and shall be sufficient to bind the Panies to the terms and conditions ofthis Agretanent. Agreement dated 24-September-20I8 JOHN MULANEY Page 8 of! KENT STATE UNIVERSITY WME Concert; rev. 20 l-l-05-29v'lutnlatcd March, ZOI 5 Seq 2746069 ADDENDUM A Both parties understand this agreement and any related records may be subject to release under the Ohio Public Records Act codi?ed at Ohio Rev. Code l49.43. The party claiming a trade secret (as de?ned at Ohio Rev. Code Chapter 1333), has the burden of proving such in any subsequent action, and preventing the release of the trade secret in the event of a public record request for a record containing such information. Disclosure of records pursuant to the Ohio Public Records law is not considered a breach of this agreement. To the extent permitted by Ohio law, each party agrees only to be liable for the acts and omissions of its own of?cers, employees and agents engaged in the scope of their employment arising under this Agreement, and each party hereby agrees only to be re5ponsib e for certain claims with respect to that party?s role in connection with this Agreement. It is specifically understood that neither party will indemnify the other party. The parties agree that nothing in this provision shall be construed as a waiver of the sovereign immunity of the University andfor the State of Ohio beyond the waiver provided in Ohio Revised Code Section 2743.02. The parties agree to remain silent on choice of law, venue, and jurisdiction. ta JOHN MULANEY (Riley Entertainment Inc.) RIDER Purchaser shall provide a pro-settlement day of show and ?nal settlement immediately following the performance to be sent to Cara Fletcher and Mike Berkowitz - All payments less deposit should be sent via trackable mail to the below address: ML Management Attn: Carlos Rodrigues 250 57TH ST 26TH FLOOR, PENTHOUSE NEW YORK. NY 10101-0001 SF if?? error A: DRESSING ROOM Purchaser to furnish one clean. well-lit, well ventilated. capable ofbeing locked. star dressing room with full-length mirror and comfortable furniture for exclusit use ofArtist. Purchaser shall provide: six (6) bottles of water (No DasanilAqualinalmini bottles), room temperature, and six (6) cans of coke refrigerated. Next to stage. please place a watering and 6 tall glasses. Purchaser shall provide: a tea and hot water set up nith one (llclean, electric tea kettle a carafe. coffee pot or pot that has ever brewed coffee] or similar device for boiling water in dressing room. Teas: Throat Coat. also honey, and a lemon ith knife to cut. Also ide spoons and 4 mugs appropriate fortea. Purchaser shall provide: apples. bananas. Knife to cut apples. Purchaser shall provide a Nutribullet. Vitamix. or blender ith a bag of frozen blueberries, almond milk and a box oftnixed greens (Spinach. kale etc.) One loal?ofwholc heat sliced bread (organic or best quality) and one jar of creamy organic or all natural peanut butter. One pack of organic/high end turkey slices fora sandwich. Purchaser shall provide one clothing steamer for Artist?s use in dressing room. Purchaser shall provide: several sheets of plain white paper. and one black sharpie marker in the dressing room. Wil't Information with usemame/password written down and clearly posted on the dressing room wall upon arrival. SECURITY All patrons entering the building MUST walk through a metal detector. If walk through metal detectors are not available. hand held metal detectors MUST be used. A deep and thorough [00% bag check is required for all patrons entering the building. ACCOMMODATIONS LIGHTS, SOUND STAGE EQUIPMENT A: No bars open inside theater is hen John is perfomting. Lobby bars ma} remain open forthe duration of the show 3? Artist will ONLY play ASCAP catalogued (David Bowie) songs tt hile crowd is entering the venue. No other music is to be pla} ed whatsoever night of show. if mac or promoter chooses to or mistakenly plat 5 any other music which is a part ofan} other organization then the} it ill be responsible for pa} ing the fee. It will not come out nfthe settlement. Therefore. we will ONLY pay ASCAP (and no other orgs) on our settlements 9 An adequate sound 5} stem consisting oftwo (2) WIRED microphones (one for back-up) either Shure 58 or comparable quality. with long cord (no cordless or radio mics) and removable head. One adjustable single microphone straight stand with round metal base (no legs) plus four (4) wedge stage monitors evenl} spaced across stage. No follow spots. Artist must be able to see at least ?rst ten rows. Complete set ofside ash and front stage lighting. uplighting on curtain. and option for colored mid stage lighting (red or blue preferred). One black. backless barstool with no padding. Two (2) bottles ofwater at VOG position. One Com headset and house lighting. to be placed at VOG position for tour manager Artist requires one digital clock on or offstage to tell set time. Artist requires light cheek to make sure audience can see him witltout a spotlight. 3?1? BILLING A: Where Artist is headlining. Anist shall receive 100% sole star billing in all advertising and publicity. including. but not limited to air time. newspaper and trade ads. llyers. posters. billboards. marquees. etc. 8: Artist shall have the right ofapprmal ofall press and publicit} in regard to this engagement. G.- Artist shall have sole approval ofopening act. FORCE MAJEURE Ar.- Artist's obligation to furnish the entertainment unit referred to herein is subject to the detention or prevention by sickness. inability to perform. accident. means ol?transponation. act of God, riots. strikes. labor dif?culties. epidemics and any on or order of any public authority or any cause. similar or dissimilar. beyond Artist?s control.-- INQLEMEET WEATHER A: Notwithstanding anything contained herein. inclement weather shall not be deemed to be a force majeure occurrence, and the Purchaser shall remain liable for pay meat of the full contract price even if the performance(s) called for herein are prevented by such weather conditions. 8: Artist shall have the sole right to determine in good faith whether any such weather Conditions shall render the performancets) impossible, hazardous or unsafe. The speci?c capacity. gross potential. and ticket price breakdown ol?the facility where Artist is to perform under this agreement must be clearly printed on the face of the contract that this agreement is attached to. 12. I3. I8. I9. II Purchaser charges more than the agreed upon ticket price stated on the face ol'this contract, or admits more patrons into room than agreed upon capacity the Artist will receive l00% of the difference between the contract price and amount of actual ticket charge and/or Artist will receive [00% of the ditTerence the contracted capacity and the actual amount of guests admitted. Purchaser shall not commit Artist to any personal appearances, interviews or any type of promotion without the prior written consent of Artist or Artist?s management. There shall be no press parties or appearances before special group set up. without the express permission of the Artist. No part, portion or segment of Artist?s perfonnanee is to be reproduced, either through audio or visual means, without the express written permission of the Artist. Artist shall have the sole right ofapproval ol?any and all?acts and length oftitne oftheir performance when hefshe is the headliner. There shall be no Guest spots without written approval from artist. ARTIST SIIALL HAVE THE RIGHT. UPON THIRTY (30} DAYS NOTICE TO CANCEL TI IE ENGAGEMENT IN THE EVENT HAS BEEN RETAINED T0 APPEAR IN ANY MOTION PICTURE. MOTION PICTURE. TELEVISION SERIES OR A SPECIAL. Artist to receive up to twenty (20) complimentary tickets if requested. Corporate identi?cation/corporate sponsorship may not be displayed in any manner without prior written approval. ABSOLUTELY NO ADVERTISING WITHOUT PRIOR APPROVAL FROM MANAGEMENT. Purchaser must start advertising of this engagement no less than thirty (30) days prior to play date. Artist will make his/her own airline arrangements and notify purchaser of arrival time for airline pick-up. I IHI. 9' ?tee!? 6? i- - . This rider together with the contract attached constitutes the entire agreement between the parties and shall not be amended, altered, canceled, or in any way changed except with written consent of Artist. The Purchaser is apprised and fully understands that all provisions of this agreement and compliance with all the requirements set for herein are essential to the proper performance of Artist and that Artist shall have no obligations to perform and will not perform in the event all terms and conditions of this agreement are not adhered to. [t is further understood that if Artist is ready to perform and does not because of Purchaser's breach. Artist shall be entitled to the full amount which would have been payable in the event of performance. The provisions of this rider are supplementary to the basic contract and where there shall be a con?ictin rovisions ofthis rider shall prevail. ion of Studem ere/vi.? tine