ver - wikileaks · web viewincluding backstage, at the dolby theatre must be provided by wolfgang...

Ver. 5/24/12

CONTENTSDATA SHEET.................................................................................................................................................3AGREEMENT.................................................................................................................................................11. LICENSE AND PRESENTATION BY LICENSEE........................................................12. TICKET PRICES...............................................................................................................13. LICENSE FEE....................................................................................................................14. EVENT EXPENSES...........................................................................................................25. CONCESSIONS.................................................................................................................26. MERCHANDISE................................................................................................................37. PREMIUM AND EMERGENCY SEATING...................................................................38. ADVERTISING, PROMOTION AND PUBLICITY.......................................................39. BUILDING STAFF............................................................................................................410. PUBLIC ADDRESS SYSTEM..........................................................................................411. SURRENDER AND OVERTIME.....................................................................................412. TICKET SALES.................................................................................................................513. INSURANCE......................................................................................................................514. INDEMNITY......................................................................................................................615. THEATRE SERVICES PROVIDED BY LICENSOR....................................................616. PERFORMERS..................................................................................................................717. SHOW OFFICE..................................................................................................................718. TICKET HOLDS; COMPLIMENTARY TICKETS.......................................................719. DRESSING ROOMS..........................................................................................................720. PERMITS............................................................................................................................721. ADDITIONAL OBLIGATIONS OF LICENSEE............................................................722. COMPLIANCE WITH LAWS..........................................................................................823. ALTERATIONS.................................................................................................................924. ENTRANCES AND EXITS...............................................................................................925. NON-EXCLUSIVE USE....................................................................................................926. EJECTION........................................................................................................................1027. LICENSOR REGULATIONS.........................................................................................1028. LICENSOR USE OF FACILITIES, TOURS.................................................................1029. UTILITIES........................................................................................................................1030. DEFAULT.........................................................................................................................1131. ADDITIONAL REMEDIES............................................................................................1232. ADVERTISING AND SPONSORSHIP..........................................................................1233. ANCILLARY RIGHTS....................................................................................................1234. SETTLEMENT.................................................................................................................1435. COPYRIGHTS.................................................................................................................1536. LABOR AGREEMENTS.................................................................................................1537. REFUND...........................................................................................................................1538. TERM................................................................................................................................1539. SUBORDINATION..........................................................................................................1540. FORCE MAJEURE..........................................................................................................1541. WAIVER...........................................................................................................................1642. SEVERABILITY..............................................................................................................1643. NO PARTNERSHIP.........................................................................................................1644. ASSIGNMENT.................................................................................................................16

45. ENTIRE AGREEMENT..................................................................................................1646. CONSTRUCTION............................................................................................................1647. NOTICES..........................................................................................................................1748. LEGAL FEES...................................................................................................................1749. COUNTERPARTS...........................................................................................................1750. BINDING EFFECT..........................................................................................................18Exhibit “A”: Hollywood & Highland Terms and Conditions..........................................................................20Exhibit “B”: Additional Insureds....................................................................................................................21Exhibit “C”: Electronic Media Exploitation...................................................................................................22Exhibit “D”: Policies and Procedures.............................................................................................................23

Exhibit "E": Insurance Requirements for Licensor Service Providers…………….…………..………….25

EVENT LICENSE AGREEMENT

THIS EVENT LICENSE AGREEMENT (this "License Agreement" or “Agreement”) is entered into as of __March 1 st ., 2013__, between _Avoca Productions, Inc.___ ("Licensee") and THEATREDREAMS LA/CHI, LP, a California limited partnership ("Licensor").

DATA SHEET

AgreementItem Section

1. A. The Production Breakthrough television pilot

2. 1 The Event: Breakthrough. Thursday April 4th., 2013

3. 3(a) Base License Fee: Forty Eight Thousand dollars ($48,000). Additional $6,000 if Load in a

day before.

4. 3(b) Deposit Toward License Fee: $48,000.00 payment made via electronic transfer to:

Account name: TheatreDreams LA/CHI LP6801 Hollywood Blvd., Suite 180Hollywood, CA 90028Routing Number: 121137522Account Number: 1893161230Comerica Bank – Hollywood Office

5. 3(b) Deposits Toward Event Expenses, Settlement: Deposit due date; March 18, 2013. A

statement of anticipated expenses prepared by the Theatre Manager will be provided to Licensee on

or before March 18, 2013. The total anticipated expenses shall be wire transferred to

TheatreDreams LA/CHI, LP no later than three (3) business days prior to the Load In date.

Stagehand calls to for union personnel must be made by the Licensor (which call date presently is

projected to be Sunday, March 22, 2013), time being of the essence. Final settlement to occur as

provided in Section 34. Licensee shall provide a completed IRS W-9 form to Licensor with the

execution copy of this Agreement.

6. 6 Event Merchandise Revenue Split: n/a

7. 11 Move-in Date and Time: Thursday, March 28, 2013 6am. Optional to Load in on

Wednesday, March 27, 2013 (additional License Fee charge of $6,000 applies)

8. 12(a) Move-out Date and Time: Friday, April 5, 2013 11:59 pm

9. 12(b) Allocated Time For Each Performance: TBD

10. 19(a) Licensor’s Ticket Holds (per show): n/a

11. 19(b) Complimentary Tickets: Licensee:___n/a_ Licensor: n/a

12. 35 Event Sponsors (if known): _n/a_

13. 51 Licensee's Notice Address: Avoca Productions, Inc.

10202 W Washington Blvd.

Rooney Bldg., Suite 212

Culver City, C 90232

Attention: Emily Wolfe

Phone: (310) 244-2214

TIN:_______________

14. 13. Facility Fee : n/a

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EVENT LICENSE AGREEMENT

RECITALS

A. Licensee is the presenter and producer of the production described in Item 1 of the Data Sheet (the "Production").

B. Licensor is the authorized manager of that certain performing arts theater known as the Dolby Theatre located at 6801 Hollywood Blvd., Hollywood, California 90028 (the “Dolby Theatre"). .

C. The Dolby Theatre is suitable for presentation of the Production, and Licensee desires to present the Production in the Dolby Theatre.

AGREEMENT

In consideration of the mutual covenants and agreements contained herein, Licensee and Licensor agree as follows:

1. LICENSE AND PRESENTATION BY LICENSEE

Licensor hereby licenses to Licensee (the "License") so much of the facilities of the Dolby Theatre which Licensor deems necessary for the proper presentation, production and filming of the Production (the “Dolby Theatre Facilities"), and Licensee hereby shall present and film the Production in the Dolby Theatre Facilities on the dates and at the times set forth in Item 2 of the Data Sheet (the "Event"). Licensee agrees and acknowledges that the License contemplated hereby applies only to the Dolby Theatre Facilities, which, for purposes of this Agreement shall not include, for use in connection with the Event (i.e., red carpet activities, administration of media representatives, etc.), The Dolby Lounge, nor any other portion of the Hollywood & Highland Center (the “Center”) nor areas adjacent to the Dolby Theatre Facilities. Any contemplated use by Licensee of such areas or spaces outside of the Dolby Theatre Facilities shall be subject to separate agreement by and between Licensee and CIM/H&H Retail LP, a California limited partnership. Center’s Terms and Conditions generally applicable to the use of spaces not a part of the Dolby Theatre Facilities are attached as Exhibit “A”.

Licensee shall provide at its sole cost and expense: (a) the Event, including fully rehearsed cast and performers, musicians, crew, staff, scenery, lighting, sound, and costumes as necessary and properly rehearsed for presentation of the Event; (b) the entire advertising, publicity, and public relations campaigns; (c) transportation for personnel, their room and board, and for equipment of the Event to and from the Dolby Theatre Facilities; and (d) all other elements and services required to mount and present and film the Event except for those services that Licensor is expressly required to provide as set forth in this Agreement.

2. TICKET PRICES

[Intentionally omitted]

3. LICENSE FEE

(a) The License Fee to be paid by Licensee to Licensor for the License shall be a flat fee equal to the amount set forth in Item 3 of the Data Sheet.

(b) Upon execution of this Agreement, Licensee shall make a deposit by wire transfer in the amount set forth in Item 4 of the Data Sheet to apply to the License Fee. In addition, Licensee shall make an additional deposit, by wire transfer, to Licensor in the amount and on or before the date set forth in Item 5 of the Data Sheet to apply towards Licensor's estimate of Event Expenses; provided, however, that Licensor may, in its sole discretion, waive said additional deposit if at any time prior to the date of the Event sufficient money is being held by

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Licensor's box office to assure Licensor, in Licensor's sole judgment, that Licensee will be able, from said money, to pay Licensor all amounts which will be ultimately due to Licensor hereunder.

(c) If, as of five business days prior to the Event, the sum of all deposits made by Licensee plus the proceeds in the box office from the sale of tickets to the Event do not equal the sum of the License Fee plus estimated Event Expenses, then Licensor will notify Licensee of such shortage. Licensee shall have 24 hours from the receipt of such notification to pay to Licensor, by wire transfer, sufficient money to cover the amount of such shortage. In the event that Licensee fails to make such payment to Licensor in the amount and manner provided herein, then Licensor may, in its sole discretion, terminate this License, the Agreement and the Event.

4. EVENT EXPENSES

In addition to the License Fee, Licensee shall pay or reimburse Licensor for all costs reasonably incurred by Licensor and services provided by Licensor in connection with the Event (“Event Expenses”), including the following charges for costs and services whether or not the performance is presented or cancelled:

(i) Stagehands plus customary payroll charge for benefits and processing of 26.25%, musicians, performers, Teamsters, security deemed necessary by Licensor (including 7.5% of security cost for processing), and the cost of setting, staging and striking the Event and of all other personnel engaged by Licensor in connection with the event, other than the cost of personnel incurred by Licensor to provide those services to be furnished at Licensor’s expense under Section 15 below;

(ii) Expenses of rehearsals whenever held;(iii) All expenses incurred by Licensor directly or indirectly as a result of, or partially as a result of, the

Event, except for those expenses and costs specifically set forth in this Agreement as the responsibility of Licensor, including the following standard charges and customary expenses:

A. Piano tuning, catering, and equipment rentals (as requested);B. Admissions taxes, if any, which may be withheld by Licensor from Gross Weekly Box

Office Receipts;C. Box Office, $250 – if needed;D. Ushers and Ticket Takers;E. Dolby Theatre Facilities Security;F. Legal and accounting fees specifically incurred for or in connection with the Event;G. Phone lines at $250 per line, per day and $250 for high speed internet per day, plus $100

for long distance charges;H. Energy, including electricity, gas and chilled water, $1,500 per day (capped at 5 days);I. Parking as incurred;J. Hospitality costs, suite catering as incurred;K. Dolby Theatre Facilities cleaning;L. Use of House Stage Lights, $750 per performance. If House Plot is struck, the cost of

striking and restoring the House Plot; M. Use of House sound system $750 per performance (if House Sound is struck, the cost of

striking and restoring House Sound);N. Fire Safety Officers $65 per hour; O. Medical Staff $20 per hour; and

Settlement on Event Expenses shall be paid in accordance with the provisions of Section 34 below.

5. CONCESSIONS

Licensee shall not sell, post or distribute any information or material (whether or not of value), including programs and other printed material, in or around the Dolby Theatre Facilities without the prior written consent of Licensor. Licensor may distribute printed matter to patrons at its option without the consent of Licensee. H&H Catering, LP (“Wolfgang Puck”) is the exclusive caterer of the Dolby Theatre. All food and beverage service,

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including backstage, at the Dolby Theatre must be provided by Wolfgang Puck by arrangement between Licensee and Wolfgang Puck unless written permission by Licensor is granted for such services as touring catering.

6. MERCHANDISE


7. PREMIUM AND EMERGENCY SEATING

Licensor will withhold from sale 10 seats to be used at the discretion of the box office and/or house manager for emergency situations and customer satisfaction.

8. ADVERTISING, PROMOTION AND PUBLICITY

(a) Licensee shall advertise, publicize and promote the Event in a manner customary for such an event. at Licensee’s and network’s sole discretion, it being understood that Licensee and the applicable network have no obligation to broadcast the Event or otherwise promote, advertise or publicize the Event whatsoever. Licensee shall be solely responsible for all costs associated with such advertising, publicity and promotion. All publicity, promotional, advertising and/or printed materials in any way related to the Event, if any, including, but not limited to, advertising materials, tickets, programs and/or posters (collectively, "Materials") shall contain the name and logo(s) of the Dolby Theatre and/or the logo of Hollywood & Highland, the logo of related series sponsors arranged by Licensor, and also the logos of any Dolby Theatre sponsor(s), which shall contain the name(s) and logos in a size, form and placement acceptable to Licensor and as required under arrangements between Licensor and sponsors., and subject always to network approval. Licensee shall obtain the written approval of all advertising before it is placed in newspaper, radio, TV, or any other media. In addition, any and all publicity, promotional and advertising materials including, but not limited to, handbills, three sheets, window cards, posters, advertisements and/or mailers, shall contain Licensor's Ticketing System telephone number and appropriate Licensor ticketing information. No ticket sales telephone numbers other than Licensor's Ticketing System numbers shall be printed on any Materials. All Materials shall be submitted to Licensor for approval at least seven (7) days prior to printing and/or placement. Failure to comply with the terms of this paragraph may be deemed a material breach of Licensee's obligations hereunder and Licensor may terminate the Agreement in its sole discretion.

(b) Except as set forth in the following sentence, any visual or audio material, whether created for television, newspaper, outdoor advertising, handbills or otherwise, prepared by or for Licensee containing reference to the Dolby Theatre name or logo or any other intellectual property of Licensor, Dolby Laboratories, Inc. (“Dolby”), or Licensor, including, without limitation, names, likenesses, images, trademarks or logos (collectively, “Trademarks”) shall be submitted to Licensor for approval in advance of production or execution. Licensee shall allow adequate time for Licensor to approve, comment upon or express its disapproval thereof, and, if Licensor shall deem necessary, to secure the consent of Dolby thereto. Licensee acknowledges that any use of the Dolby name, Dolby logo and the Dolby Theatre name (any or all of which are referred to as the "Dolby Trademark"), may require Licensor to obtain from Dolby approval of such use.

(c) Licensee shall not use, sell or display nor permit the use, sale or display any unlicensed images, names or items incorporating trademarks, servicemarks, trade dress and/or copyrights, whether on promotional materials, merchandise or otherwise, of (i) the Academy of Motion Picture Arts and Sciences (the “Academy”), including the names "Oscar(s)," "Oscar Night," "Academy," "Academy Award(s)," "Academy Motion Picture Arts and Sciences," "A.M.P.A.S.," "Academy Foundation" or "Center for Motion Picture Study" or any derivative of such names, and the image of the "Oscar," Oscar statuette or look-alike statuette (collectively, "Academy Trademarks"), (ii) WestStar, including the name "Mann" or the image of the Chinese Theatre located adjacent to the Dolby Theatre Center, or (iii) any other tenant, sponsor, licensee, or any other special event venues of the Hollywood & Highland complex. In addition, notwithstanding anything to the contrary contained in this Agreement, in no event shall the Dolby Theatre Facilities be used for any award show in which any award relating to movies made for theatrical release is presented absent the prior written consent of Licensor and the

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Academy.

(d) Licensor shall publicize and promote the Event at no cost to Licensee through the Dolby Theatre's in-house promotional outlets. In addition, to the extent permissible, and subject to Licensor’s sole discretion as to content and frequency, Licensor may publicize the Event at no cost to Licensee during performances, events, broadcasts and telecasts of events at other theaters or sports and entertainment venues in Los Angeles owned or operated by Licensor on an as available basis.

(e) To the extent Licensee is authorized to do so, Licensee grants to Licensor the right to use and to authorize others to use the name or names of Licensee, the Event at the Dolby Theatre, the Production and personalities appearing in the Event for the purposes of advertising, promoting and publicizing the Event or the Dolby Theatre. Licensee shall be responsible for obtaining any necessary third party consents (including from the performers) in connection with such advertising, promotion and publicity.

(f) Licensor shall be given a prominent credit in any advertisement or collateral materials produced in connection with Event. Such credit shall appear in substantially the following form: “[Live from][Presented at][Filmed at] the Dolby Theatre at Hollywood & Highland.”

9. BUILDING STAFF

For the Event, Licensor shall provide personnel to staff the Dolby Theatre, including, but not limited to, all box office personnel, ticket sellers, ticket takers, ushers, security guards, security, custodians, rest room attendants and such other personnel as Licensor, in its reasonable discretion, shall deem required. Licensor shall consult with Licensee, if and when requested by Licensee, regarding staffing levels; provided that final decisions regarding staffing levels shall be made by Licensor in its reasonable discretion. All such personnel shall be provided only by or through Licensor. The costs of such personnel (including without limitation required union fees, fringe benefits, payroll taxes and other labor-related expenses) shall be the responsibility of Licensee unless otherwise explicitly set forth herein. Licensor shall indemnify, defend and hold harmless Licensee as respects the acts or omissions of Licensor personnel or contractors. Licensor shall provide certificates of insurance and policy endorsements evidencing insurance coverage in accordance with Exhibit E prior to Licensor personnel or contractors rendering services hereunder.

10. PUBLIC ADDRESS SYSTEM

If requested by Licensee, the Dolby Theatre public address system shall be furnished for the Event. The public address system shall be operated according to reasonable and customary rules and regulations established, from time to time, by Licensor. Licensor retains the right to make limited welcoming announcements, provide updates in the event of delays, changes to schedule or other matters and promote upcoming events at the Dolby Theatre.

11. SURRENDER AND OVERTIME

(a) After the conclusion of the Event, Licensee shall as soon as possible quit and surrender the Dolby Theatre Facilities to Licensor, but in no event later than the time and date set forth in Item 8 of the Data Sheet ("Move-out Time"). Upon such quitting and surrender, the Dolby Theatre Facilities shall be in the same condition as at the Move-in Time and in good order, ordinary wear and tear excepted. Licensee shall remove from Dolby Theatre all Event property. Without limiting any other remedies available to Licensor, if Licensee fails to quit and surrender the Dolby Theatre Facilities on or before the Move-out Time, in addition to any other remedies Licensor may have, Licensee shall pay to Licensor for each day or portion thereof during which the Dolby Theatre Facilities are not surrendered or such Event property is not removed the sum of $24,000.00 for each day or fraction of a day, that such non-compliance continues, plus the actual costs and expenses of returning the Dolby Theatre to its condition at the Move-in Time (including without limitation any overtime labor charges incurred in connection therewith), plus the actual costs and damages, (including consequential damages (includingreasonable costs of defense, damages to

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Licensor’s reputation, and reasonable outside attorneys’ fees), that Licensor incurs as a result of Licensor’s not being able to deliver use of the premises not vacated to successor users thereof. In addition, Licensor shall have the right, but not the obligation, in addition to any other rights provided by law or elsewhere in this Agreement, to remove (and, if appropriate, store) the Event property pursuant to this Agreement in such manner as it may deem reasonable under the circumstances. All reasonable verified costs resulting from the removal (and, if appropriate, storage) of such property shall be borne exclusively by Licensee, and Licensor shall have the right to retain box office receipts or any other funds otherwise payable to Licensee in satisfaction of such costs. Licensor shall incur no liability whatsoever in connection with such removal (and, if appropriate, storage), except for acts of negligence or willful malfeasance on its part. Nothing in this Section 11(a) shall in any way be construed to limit Licensor’s right to recover all actual damages incurred in the event Licensee fails to quit and surrender the Dolby Theatre Facilities on or before the Move-out Time (including without limitation damages incurred if any subsequent scheduled event is delayed or cancelled)..

(b) The allocated time for a performance of the Production shall be as set forth in Item 9 of the Data Sheet. If a performance of the Production continues in excess of such allocated time, Licensee shall reimburse Licensor for all direct labor and other costs incurred by Licensor as a result thereof.

(c) No performance of a Production shall extend beyond the commencement of any curfew imposed by the City of Los Angeles or any other governmental body. Licensee shall pay, in addition to all other sums due to Licensor hereunder, an amount equal to all fines, penalties and other charges assessed by such governmental body because such performance of the Production extended beyond the commencement of the curfew.

12. TICKET SALES


13. INSURANCE

(a) Licensee, at its sole expense, shall procure and maintain during the term of the License, Commercial General Liability insurance, on an occurrence form, including blanket contractual liability, products and completed operations coverage, fire damage coverage, personal injury coverage (including but not limited to libel, slander, defamation of character, discrimination, humiliation and malicious prosecution) and advertisers liability coverage for the mutual benefit of Licensee as named insured and Licensor, their contractors, successors and assigns as additional insureds, against all claims for personal injury, death or property damage in or about the Dolby Theatre caused by the acts or omissions of the Licensee or its agents arising during the period from the actual Move-In date and time to the actual Move-Out date and time of Licensee, in the amount of $21,000,000 combined single limit and bodily injury and property damage with following form umbrella or excess policy or policies totaling $56,000,000 in excess of $21,000,000. In addition, in the event there exists any Electronic Media Exploitation as defined at Section 33 of this Agreement, Licensee shall procure and maintain during the term of the License, at its sole expense, media liability insurance coverage as respects errors and omissions resulting from any broadcast emanating from the Dolby Theatre or in any way pertaining or related to Licensee’s or its agents’ acts or omissions in relation to the Event with contractual liability endorsements for the benefit of Licensor against all claims for personal injury and errors and omissions liability including without limitation defamation of character, libel, slander and other similar causes of actions, with policy limits of not less than $5,000,000 per occurrence and written on an occurrence form (not claims made).. All of the foregoing insurance policies shall include an endorsement naming as additional insureds each of those entities and individuals identified on Exhibit “B” attached hereto, including their respective affiliates, licensees, lenders and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, successors and assigns, hereinafter the "Indemnitees." All such insurance shall be primary insurance and shall provide that any right of subrogation against the Indemnitees and their successors and assigns are waived in accordance with the indemnity provisions herein.

(b) Licensee,Licensee’s payroll services company at its sole expense, shall procure and maintain during the term of the License, workers compensation with statutory limits and employer’s liability insurance with

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employer’s liability limits of $1,000,000 in accordance with all statutory requirements covering all employees of LicenseeLicensee’s payroll services company.

(c) The policies of insurance shall provide for coverage from the Move-in Time (or, if earlier, such time as Licensee occupies any part of the Licensed Facilities) through, and including, the Move-out Time (or, if later, such time as Licensee completely quits and surrenders the Licensed Facilities). There will be no charge to Licensor for such coverage and a certificate of insurance evidencing such coverage shall be furnished to Licensor no less than 30 days prior to the Move-in Time. The Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. On or before the effective date of any cancellation or termination, Licensee shall replace the applicable policy of insurance and endorsements shall provide that the policieswith another policy of insurance cannot be cancelled or modified without 30 days prior written notification(and shall deliver to Licensor and any language immunizing the applicable insurer from a failure to mailcertificates of such notice shall be deletedinsurance) in compliance with this paragraph. Said insurance shall not restrict or limit the coverage of the additional insureds. If Licensee fails to provide Licensor with the required certificate of insurance no less than 30 days prior to the Move-in Time, Licensor may, in its sole and absolute judgment, either (i) acquire, at Licensee's expense, such insurance as Licensor reasonably determines in its sole judgment to be necessary in order to protect the Indemnitees from any of the matters to be covered under subparagraph (a) above, or (ii) treat such failure as a default by Licensee and terminate this License Agreement, effective as of the Move-in Date, pursuant to the provisions of Section 30 below.

(d) All insurance shall be effected by valid and enforceable policies issued by insurers of responsibility, licensed to do business in the State of California, such responsibility and the insuring agreements to meet with the reasonable approval of Licensor.. An insurer with a current A.M. Best rating of at least A:VIII shall be deemed to be acceptable. Receipt by Licensor of a certificate of insurance, or endorsement or policy of insurance which is more restrictive than the contracted for insurance shall not be construed as a waiver or modification of the insurance requirements above or an implied agreement to modify same nor is any verbal agreement to modify same permissible or binding. Any agreement to amend this provision of this License Agreement must be in writing signed by the parties.

(e) At the request of Licensor, Licensee shall promptly furnish loss information concerning all liability claims brought against Licensee (or any other insured under Licensee's required policies), that may affect the amount of liability insurance available for the benefit and protection of the Indemnitees under this License Agreement. Such loss information shall include such specifics and be in such form as Licensor may require.

14. INDEMNITY

(a) Licensee shall indemnify and agrees to forever save and hold harmless the Indemnitees from and against any and all damages, claims, losses, demands, costs, expenses (including amounts paid in approved settlement and reasonable outside attorneys' fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, which any one or more of them may suffer or incur as a result of (i) a breach of any term of this License Agreement by Licensee and/or (ii) the conduct of Licensee and its employees, agents, contractors occurring in or about the Dolby Theatre, the entrances, lobbies, and exits thereof, the sidewalks, streets, parking areas, and approaches adjoining or in proximity to, or in the Hollywood & Highland Center adjacent to the Dolby Theatre, or any portion of the Dolby Theatre, except to the extent arising from Indemnitee's gross negligence or willful misconduct. Such indemnity shall apply whether or not Licensee has been negligent.

(b) Licensee further agrees that in the case of any such claim, demand, action or proceeding against any one or more of the Indemnitees, Licensee shall defend the Indemnitees at Licensee’s expense by counsel reasonably satisfactory to the Indemnitees. In the event Licensee does not provide a defense against any and all such claims, demands, liens, liabilities, actions or causes of action, threatened or actual, then Licensee shall, in addition to the above, pay the reasonable outside attorneys' fees, reasonable verified legal expenses and costs incurred by the Indemnitees in providing such defense and Licensee shall cooperate with the Indemnitees in such defense, including, but not limited to, the providing of affidavits and testimony upon request of the Indemnitees.

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15. THEATRE SERVICES PROVIDED BY LICENSOR

Licensor shall provide customary air conditioning, heating, lighting, janitorial supplies, maintenance supplies, cleaning, administrative personnel, and equipment and the other services and facilities to the extent reasonably required by Licensee to present the Event in the Dolby Theatre Facilities (“Customary Overhead Services”). Except for the standard utility and other fees charged by Licensor as an Event Expense as provided in Section 4, the costs of Customary Overhead Services shall be the responsibility of Licensor. Notwithstanding the foregoing, the cost of any equipment purchases or rentals which are requested by Licensee or necessitated by any extraordinary needs of the Production shall be treated as additional Event Expenses for which Licensor shall be entitled to reimbursement with a markup of 7.5 percent.

16. PERFORMERS

Licensee shall, at its sole cost and expense, provide all performers (including without limitation any musicians or dancers) required for the Event. To the extent Licensee provides performers, Licensee shall, at its sole cost and expense, comply with all legal requirements resulting from the providing of such performers, including those of all unions of which such performers may be members.

17. SHOW OFFICE

Licensor shall make available to Licensee space for a show office. Such space shall be available to Licensee from the Move-in Time to the Move-out Time. There shall be no additional charge to Licensee for such space, but Licensee's use thereof is subject to all other terms and conditions of this License Agreement. At Licensee's request, Licensor will arrange for the installation of private phone service and, if available, broadband service into said show office. Licensee shall pay all installation, service, equipment, long distance, toll and repair charges made with respect to such phone service.

18. TICKET HOLDS; COMPLIMENTARY TICKETS

(a) [Intentionally omitted]

(b) [Intentionally omitted]

(c) [Intentionally omitted]

(d) Licensee acknowledges and agrees that (i) the premises licensed hereunder do not include any parking facilities and (ii) Licensee shall be responsible for procuring and paying for any parking spaces needed by Licensee (including without limitation any parking needed for the artist trucks, cars or buses or any staff or VIP parking for guests of Licensee or the artist) and shall be solely responsible for all fees, fines, impoundments and other charges or levies imposed as a result of Licensee’s failure to do so.

19. DRESSING ROOMS

Licensor shall, at no extra charge to Licensee, make available such dressing rooms at the Dolby Theatre, with such furnishings as Licensor may have available, as may be reasonably required for the Event as determined by Licensor in consultation with Licensee.

20. PERMITS

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No later than 15 days prior to the Move-in Time, Licensee, at Licensee's expense, shall obtain from the City of Los Angeles or any other applicable governmental body or agency, such governmental permits as Licensor determines to be necessary for the Event, including, but not limited to, building permits and business license. Prior to the Move-in Time, Licensee shall furnish to Licensor, at Licensee’s sole expense, copies of such governmental permits and other licenses and permits as may be required for the Event.

21. ADDITIONAL OBLIGATIONS OF LICENSEE

Licensee shall timely pay all governmental taxes and levies due as a result of the Event, including without limitation admissions tax, if any, which shall be deducted by Licensor from the proceeds payable to Licensee and remitted by Licensor to the City of Los Angeles in accordance with Section 34.

22. COMPLIANCE WITH LAWS

(a) The Production and Licensee shall comply with all applicable laws, orders, regulations and requirements of Federal, State, County and Municipal authorities and with any lawful direction or order of public officers which shall impose any duty upon Licensor or Licensee with respect to the Dolby Theatre or the use and occupancy thereof. The Production and Licensee shall not violate any applicable rule, order, regulation, code or requirement relating to or affecting Licensor’s operation of the Dolby Theatre Facilities, including without limitation any license, approval or other authority conferred upon the Licensor or the Licensor to serve alcohol. Licensee shall not use nor permit the use of the Dolby Theatre Facilities for any political purpose. No collections, whether for charity or otherwise, shall be made or attempted in or at the Dolby Theatre by Licensee or any of its performers, musicians, employees, agents or contractors unless otherwise expressly approved in writing by Licensor in advance.

(b) The Production and Licensee shall comply with all applicable rules, orders, regulations or requirements of the Los Angeles Fire Department or any other authority having jurisdiction over the Dolby Theatre, Licensor or Licensee and shall not do or permit anything to be done in or about the Dolby Theatre or bring or keep anything therein except as permitted by the Los Angeles Fire Department or any other authority having jurisdiction over the Dolby Theatre, Licensor or Licensee. No gasoline, acetylene or other fuel or other combustible will be permitted in the Dolby Theatre without the prior written approval of Licensor, which approval may be withheld in Licensor’s sole discretion. Any decorating or other work, and all material therefore, done or furnished by Licensee shall be subject to the reasonable approval of Licensor and, if necessary in Licensor's sole judgment, the approval of the Los Angeles Fire Department. Any item not so approved shall not be permitted in the Dolby Theatre and shall be subject to immediate removal by Licensee at its expense. If Licensee fails to immediately remove any unapproved item from the Dolby Theatre, Licensor may cause such item's removal at Licensee's expense. All decorations and other combustible materials must be fireproofed. Licensee shall deliver to Licensor, if Licensor so requests, a flame proofing certificate in the form specified or required by and satisfactory to any local government body having jurisdiction with respect thereto.

(c) Any use of pyrotechnics, explosives or fireworks (collectively, "Pyrotechnics") by Licensee or its agents inside the Dolby Theatre Facilities must be approved by Licensor in advance, which approval may be withheld in Licensor’s sole discretion. In addition to obtaining Licensor’s approval for the use of any Pyrotechnics, Licensee shall obtain all necessary permits and licenses from applicable governmental authorities for such use, and must provide Licensor with written evidence that the liability insurance coverage maintained by Licensee provides at least Twenty-Five Million Dollars ($25,000,000.00) of property damage and liability protection to Licensor for damage or liability resulting from the use of Pyrotechnics. Licensee does not intend to use any pyrotechnics.

(d) Licensee acknowledges that Licensor is subject to the Living Wage Ordinance imposed by the City of Los Angeles and agrees that all individuals involved in the operation of the Dolby Theatre in connection with the presentation of the Event must be compensated in accordance with such Living Wage Ordinance or in accordance with a collective bargaining agreement which supersedes such ordinance. In addition, Licensee acknowledges that the operation of the Dolby Theatre is subject to certain hiring, workforce utilization and

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minority/women-owned business utilization requirements imposed on Licensor and its contractors, subcontractors and other agents by the City of Los Angeles and shall cooperate with Licensor’s efforts to satisfy the goals established in connection therewith. Licensee shall not discriminate against or segregate any person or group of persons on account of race, color, religion, creed, national origin, ancestry, sex, sexual preference/orientation, age, disability, medical condition, acquired immune deficiency syndrome (AIDS) – acquired or perceived retaliation for having filed a discrimination complaint, or marital status in the use, occupancy, tenure or enjoyment of the Dolby Theatre Facilities, nor shall Licensee, or any person claiming under or through Licensee establish or permit any such practice or practices of discrimination or segregation.

(e) If Licensee shall use or attempt to use the Dolby Theatre Facilities for any purpose other than the above specified use, or if Licensee shall in any other respect fail to observe and fulfill its obligations under this License Agreement, or if any use or proposed use of the Dolby Theatre Facilities shall, in the judgment of Licensor, be in any way contrary to law or opposed to decency or good morals or otherwise improper or detrimental to the reputation of Licensor or the Dolby Theatre, Licensor shall have the right, at its option, to cancel this License Agreement and all rights of Licensee shall thereupon terminate; and in case any such use is made of the Dolby Theatre Facilities or any part thereof, Licensor shall also have the right to dismiss the audience and turn off the lights. In case of any such cancellation or other action by Licensor, as in this paragraph provided, Licensor may retain the full amount of the License Fee as liquidated damages.

(f) On or before ninety (90) days prior to the Move-in Date or the date of Licensee’s signing this Agreement, whichever shall first occur, Licensee shall inform Licensor in writing of the names and roles of any personnel (i) whose participation in the Event is essential to the production and presentation thereof and (ii) who are foreign nationals for whom I-824 or other immigration applications must be filed and approved before such personnel shall be admitted entry to the United States. Licensee shall take all reasonable and timely measures, at its sole cost and expense, to assure that such personnel entry shall be approved and shall promptly provide such information pertaining thereto as Licensor shall, from time to time, request. Failure of Licensee to comply with the provisions hereof shall be deemed to be a material breach of this Agreement.

23. ALTERATIONS

Licensee shall not mark, paint, drill into or in anyway mar or deface any part of the Dolby Theatre or its surrounding environs. Subject to Section 32, Licensee shall not display or erect any lettering, signs, pictures, notices or advertisements upon any part of the outside or inside of the Dolby Theatre or make any alterations or improvements in or to the Dolby Theatre Facilities without the prior written consent of Licensor, which consent may be withheld in Licensor's absolute discretion.

24. ENTRANCES AND EXITS

The entrances and exits of Dolby Theatre shall be locked or unlocked during the Event as Licensor may direct, subject to all applicable laws, rules, regulations and orders of Federal, State, County and Municipal authorities, any lawful direction of public officers, and also subject to Licensee's reasonable approval to the extent not in conflict with any such law, rule, regulation or order. Articles, fittings, fixtures, materials and equipment required for the Production shall be brought into or removed from the Dolby Theatre by Licensee only at entrances and exits designated by Licensor. The total number and weight of vehicles, which may enter the Dolby Theatre at any one time, shall be determined by Licensor in its absolute discretion.

25. NON-EXCLUSIVE USE

Licensee acknowledges that besides the use of the Dolby Theatre Facilities as contemplated by the License Agreement, Dolby Theatre and various parts thereof and areas therein may or will be used for the installation,

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holding or presentation and removal of activities, events and engagements other than the Event and that in order for the Dolby Theatre to operate as efficiently as practicable it may or will be necessary for the use or availability of services and facilities of the Dolby Theatre, including without limitation, entrances, exits, parking lots, truck ramps, receiving areas, marshalling areas, storage areas, passenger or freight elevators and club and concession areas, to be scheduled or shared. Licensor shall have full, complete and absolute authority to establish the schedules for the use and availability of such services and facilities and to determine when and to what extent any sharing of any such services and facilities is necessary or desirable provided such schedules do not unreasonably interfere with Licensee’s use of the Dolby Theatre Facilities, and Licensee shall comply with any schedules so established and to cooperate in any sharing arrangements so determined. In no event shall Licensee enter or use any area, service space, or facility of the Dolby Theatre other than the Dolby Theatre Facilities without first obtaining Licensor's consent and approval. Licensor, its officers, agents and servants, shall have the right, at all times, to enter any part of the Dolby Theatre Facilities for the purpose of making any repairs to, or alterations therein, and for the purpose of ascertaining whether Licensee is complying with and performing the various terms, conditions and agreements, rules and regulations herein agreed to be performed by the said Licensee.

26. EJECTION

Licensee hereby appoints Licensor, or any servant, employee, contractor or agent of Licensor, as Licensee's agent to, within its reasonable discretion, refuse admission to or to cause to be removed from Dolby Theatre any undesirable person. Without limiting the generality of the foregoing, any artisans or workmen employed by Licensee shall be under the general supervision and control of Licensor (but not as an agent, servant, or employee of Licensor) while in or about the Dolby Theatre and may be refused entrance by Licensor for non-compliance with this provision of this License Agreement or for objectionable or improper conduct without any liability on Licensor's part for such refusal or ejection.

27. LICENSOR REGULATIONS

Licensee shall, and shall cause its servants, agents, employees, licensees, patrons and guests to abide by such reasonable rules and regulations as may from time to time be adopted by Licensor for the use, occupancy and operation of the Dolby Theatre, including without limitation those attached hereto as Exhibit “D”.

28. LICENSOR USE OF FACILITIES, TOURS

(a) Licensor, its affiliates and their respective officers, directors, servants, employees, agents, concessionaires and such concessionaires' servants, employees and agents shall at all times for business purposes relating to the operation of the Dolby Theatre Facilities have access to the Dolby Theatre Facilities upon presentation of usual passes issued to them by Licensor. Subject to Licensor's approval as to numbers, Licensee may issue photo, press and backstage passes permitting selected persons access to specified areas of the Dolby Theatre normally closed to the public.

(b) Licensor reserves the right to admit guests on the Dolby Theatre tour into the Dolby Theatre Facilities at all times, including access into the main auditorium and backstage areas, except within the auditorium during the time or times of the actual presentation of the Event. Licensee will remit to Licensor the cancellation fee set forth in Section 4(xv) for each tour that is cancelled because of requirements for presentation of the Event. Licensor shall determine whether one or more tours shall be cancelled after Licensee’s request for cancellation, which request shall include the reasons therefore.

(c) Licensor, at such reasonable time or times as it may deem appropriate, may announce, describe and advertise over the sound system and video screens in the Dolby Theatre during the Event, including without limitation, announcements, descriptions and advertisements concerning other or future events being or to be held in the Dolby Theatre or elsewhere, and Licensor reserves and retains the exclusive right to use and may use the sound system, scoreboard, video screens, display advertising capabilities and facilities and all other advertising capabilities and facilities in and about the Dolby Theatre in any manner which in its sole opinion is desirable or

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appropriate, providing only that such announcements, descriptions, advertisements and use do not unduly disrupt or interfere with the Event.

29. UTILITIES

Air conditioning (including heat and air cooling) and illumination to be provided by Licensor pursuant to Section 15, shall be provided by the permanent equipment with which the Dolby Theatre is equipped at such times and in such amounts as shall be reasonably necessary, in the sole and absolute judgment of Licensor, during each Performance for the comfortable use and occupancy of the Dolby Theatre. Except if due to the negligence or willful misconduct of Licensor, Licensor shall in no event be liable for a failure to provide any utilities for any reason, including (i) during the repairing of any such equipment or apparatus in the Dolby Theatre, or (ii) as a result of any power shortage, irregularity, deficiency or outage affecting the Dolby Theatre or the Production. Licensee may, at Licensee’s sole cost and expense, provide Licensor with power generators or other equipment acceptable to Licensor to be used by Licensor only in the event of any such occurrence in connection with the Production.

30. DEFAULT

(a) Each of the following shall constitute a material default on the part of Licensee: (i) Licensee makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act; or (ii) Licensee files a voluntary petition in bankruptcy, whether for the purpose of seeking a reorganization or otherwise; or (iii) a receiver or trustee is appointed for Licensee or Licensee's property; or (iv) execution is issued pursuant to a judgment rendered against Licensee; or (v) this License Agreement is assigned to any person, firm or corporation other than Licensee or without the prior written consent of Licensor, which consent may be withheld in Licensor's absolute discretion; or (vi) Licensee fails to make any payment required hereunder as and when required, time being of the essence; or (vii) Licensee defaults in the performance or observance of any of its other material obligations or agreements contained herein and such default continues for 48 hours after written notice from Licensor, except that if such material default may reasonably cause a default by Licensor of its obligations to third parties or a violation of applicable law, then Licensor shall be obligation to give not. In the event of a material default by Licensee, Licensor may, upon delivering written notice to Licensee, terminate this License Agreement. Upon such termination, this License Agreement shall expire as fully and completely as if such date and time of expiration were the date and time definitely fixed herein for the expiration of the term and of this License Agreement, and Licensee shall then quit and surrender its rights to the Dolby Theatre Facilities to Licensor, but Licensee shall remain liable as hereinafter provided. Licensor shall forthwith upon such termination be entitled to recover any damages incurred as a result of Licensee’s default. Without limiting the foregoing, in the event of a termination of this Agreement due to a breach by Licensee, Licensor shall be entitled to recover an amount equal to the License Fee Licensee was to have paid hereunder for its use of the Dolby Theatre Facilities, together with an amount equal to the sum of all costs and expenses then incurred by Licensor with regard to the Event and this License Agreement. If any payment due Licensor under this Agreement by Licensee is not paid when due, Licensor shall be entitled to receive interest thereon, calculated at a rate equal to the lesser of 18% per annum or the highest rate permitted by law, on such unpaid amounts from the date such payment is due until the date upon which the payment is actually received by Licensor.

(b) Licensor or any other person by its order may immediately upon expiration or termination of this License Agreement as provided in subparagraph (a) above, or at any time thereafter, enter the Dolby Theatre Facilities and remove all persons and all or any property therefrom by summary unlawful or wrongful detainer proceeding, or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution, or damages therefore, and possess and enjoy the Dolby Theatre, including the Dolby Theatre Facilities. In any case where, pursuant to the provisions of this License Agreement or by summary proceedings or otherwise, this License Agreement expires or is terminated before the Move-out Time, and in all cases of entry by Licensor, Licensor may, but shall not be required to, re-license the Dolby Theatre Facilities or any part or parts thereof, as the agent of Licensee or otherwise, at any time or times during the term for whatever compensation or rent Licensor shall obtain, and Licensee shall, whether or not the Dolby Theatre Facilities are re-licensed or let, be and

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remain liable for, and Licensee hereby shall pay to Licensor as damages an amount equal to all amounts payable by Licensee to Licensor hereunder, less the amount thereof already paid and the net receipt of re-licensing, and the same shall be due and payable by Licensee to Licensor hereunder. The words "enter" and "entry" as used in this License Agreement are not restricted to their technical legal meanings.

(c) In the event of a breach or threatened breach by Licensee of any of its agreements or obligations hereunder, Licensor shall have the right to seek an injunction and the right to invoke any remedy allowed at law or in equity or otherwise as if entry, summary proceeding or other remedies were not provided for hereinLicensor’s remedy shall be limited to an action at law for damages, if any. In no event shall Licensor be entitled to enjoin or seek to enjoin the production, exhibition, distribution, and/or promotion of the Event.

(d) In the event of entry by Licensor, Licensor at its option may store at the cost of Licensee any personal property of Licensee, or its servants, employees and agents then in or about Dolby Theatre, but in such case Licensor shall not be obligated to store such property for any particular length of time and thereafter may dispose of such property in any way it sees fit. Licensor shall be entitled to receive from Licensee all costs and expenses for the storage and/or disposal of Licensee's property and if Licensor shall sell such personal property, it shall be entitled to retain from the proceeds thereof the expense of the sale and the cost of storage in addition to any other sums then due to Licensor by Licensee.

(e) Any expense or damage which Licensor incurs or may incur or sustain by reason of Licensee’s non-compliance with any of the provisions of this License Agreement shall be due and payable by Licensee to Licensor pursuant to the provisions hereunder.

31. ADDITIONAL REMEDIES

Reference in this License Agreement to any particular remedy shall not preclude Licensor from any other remedy at law or in equity. Licensor's failure to seek redress for violation of, or to insist upon strict performance of, any covenant or condition of this License Agreement shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. No provision of this License Agreement shall be deemed to have been waived by Licensor unless specific waiver thereof by Licensor shall be in writing.

32. ADVERTISING AND SPONSORSHIP

(a) Dolby is the exclusive Entertainment Technology company for Dolby Theatre. Licensor retains exclusive rights to (a) all permanent signage, sponsorship, and advertising opportunities in connection with the Dolby Theatre, (b) all in-house promotional programming on television monitors and electronic displays in and around the Dolby Theatre, and (c) all signage, advertising and promotional opportunities in all other areas of the Dolby Theatre, whether temporary or permanent. The placement of any temporary signage opportunities (including the form, size, location and appearance thereof) or the conduct of any promotions inside the Dolby Theatre by Licensee or its agents shall be subject to the prior approval of Licensor, such approval not to be unreasonably withheld. In no event shall Licensee or its agents be permitted to place any temporary signage or conduct any promotions inside the Dolby Theatre to the extent doing so would conflict with any of Licensor’s existing or pending sponsorship agreements, including without limitation the Center’s agreement with Dolby and a Pepsi sponsorship encumbering the Center. Additionally, in no event shall the Event or Production be sponsored in whole or in part by DTS, RealD, IMAX, THX, Fraunhofer, MPEG-LA, Rambus, Tessera, Qualcomm, Barco, Christie, SRS, and Rovi. Licensee represents and warrants that, as of the date of execution of this Agreement, Licensee has not contracted for the sale of sponsorship rights relating to the Event to any party other than the sponsors identified in Item 12 of the Data Sheet. If Licensee contracts for the sale of sponsorship rights relating to the Event to any sponsor(s) following the execution of this Agreement, Licensee shall promptly disclose the identity of such sponsor(s) to Licensor and Licensor shall have the right to disapprove such sponsorship as set forth in subparagraph (b).

(b) Licensee shall give Licensor written notice designating the identity and business of

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prospective sponsors on or before the later of (i) 45 days in advance of the first performance of the Event or (ii) within two business days after Licensor has actual knowledge of the reasonable likelihood of a sponsorship; but in no event shall written notice be given later than 10 business days in advance of the first performance of the Event. Licensee shall have the right to obtain and promote the designated sponsors for the Event and to retain all revenue and benefits from such designated sponsors. Notwithstanding the foregoing, no sponsor for the Event is permitted which shall conflict with any Dolby Theatre Facilities sponsor, as reasonably determined by Licensor or which, in any event, is specifically prohibited by the provisions of the provisions of Section 32(a) above or otherwise in this Agreement.

33. ANCILLARY RIGHTS

Licensor and Licensee agree that, except as expressly set forth on Exhibit “C”, if any, attached hereto, there shall be no Electronic Media Exploitation (as defined below) of the Event whatsoever by either party to this Agreement without the prior written consent of both parties hereto. As used in the preceding sentence, the term “Electronic Media Exploitation” shall be defined as the exploitation of the Event, to or at any point throughout the universe, whether on a live, delayed or other basis, including any means of signal distribution, exhibition or recordation now known or hereafter created including, but not limited to: standard commercial or noncommercial over-the-air television or radio broadcast, cable television, over-the-air subscription or pay television, pay cable television, direct-by-satellite (DBS) television, master antenna television, closed-circuit television, pay-per-view television, webcasting or other Internet distribution, and all cassette, disc or other now known or hereafter existing home video and/or audio formats, and multipoint distribution service exhibitions, whether distributed by subscription, license, rental, sale or otherwise. For the avoidance of doubt, authorization or consent to one form of Electronic Media Exploitation shall not be deemed authorization or consent to any other form. Each of such other forms shall require its own express authorization, and shall be prohibited without such authorization.

Without limiting the scope of Licensor’s consent right under the foregoing paragraph or limiting Licensor’s right to impose additional conditions upon any such consent, any Electronic Media Exploitation of the Event by Licensee or its agents, licensees or assigns (the “Exploitation”) shall be subject to the following terms and conditions:

(a) Licensee shall pay all costs and expenses arising out of said Exploitation, including, but not limited to, stage crews and electricians as are necessary for the production of the Exploitation, it being further understood that if by reason of Licensor’s collective bargaining agreement with any union, any personnel used for the presentation of the Event or any other union personnel are required to be paid additional sums due to the Exploitation of the Event, Licensee will reimburse Licensor for any such additional sums for such personnel.

(b) In no event shall Licensee, or any designee, licensee, agent, employee or independent contractor of Licensee, take any action or fail to take any action, in connection with the Exploitation, which would or might interfere with or deleteriously affect any existing union jurisdictional arrangement relating to the Dolby Theatre, or otherwise interfere with or deleteriously affect the regular business operations of the Licensor. Licensee represents and warrants that Licensee and its designees, licensees, agents, employees and independent contractors will comply with all policies, rules and regulations of Licensor in this regard.

[(c)] Except if due to the negligence or willful misconduct of Licensor, its affiliated companies or their respective officers, members, partners, directors, employees or agents, Licensee shall indemnify and hold harmless Licensor, its affiliated companies and their respective officers, members, partners, directors, employees and agents from and against any and all liability, cost, loss, claim, damage or expense whatsoever, including consequential damages and lost revenue, and further includingincluding reasonable outside attorneys’ fees and expenses (collectively, “Losses”), arising out of or in connection with (i) the Exploitation; (ii) any labor dispute, work stoppage or threat of same relating to the Exploitation; or (iii) the breach or alleged breach by Licensee or any designee, agent, employee or independent contractor of Licensee of any representation, warranty or agreement contained in this Section 33. Licensor shall have the right in its sole discretion to defend and/or settle any such claim or dispute solely on its own behalf by counsel of its choice, and to the degree requested by Licensor, with the cooperation and assistance of Licensee at its own cost, and the indemnity provided for above

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shall apply to any such defense or settlement.

(c)[(d)] In the event that any portion of (i) any film, videotape or similar recording or broadcast of the Event; (ii) any other film, videotape or similar release which includes footage from such film, videotape or similar recording or broadcast of the Event; or (iii) any title, packaging, label, marquee or promotional, marketing or advertising materials to be utilized in connection therewith, includes the name, photograph or likeness trademark, service mark and/or logo of Licensor, Dolby, or any of their respective affiliates or of the Dolby Theatre, or any portion thereof (collectively, “Trademark”), then, except as set forth in the following sentence, Licensee shall obtain the prior written approval of Licensor as to the content thereof prior to any exhibition, license, release, distribution, sale, exploitation or other use thereof by Licensee or any third party. Notwithstanding the foregoing, Licensor’s approval shall not be required where the words “the Dolby Theatre” are used solely to designate the site of the Event, provided that the Trademark used appears in a form provided or approved by Licensor. In no event shall Licensee use or permit the use by any other third party of any Trademark in any manner which does or might bring Licensor or any of its affiliates into disrepute or which does or might affect the validity of the same. Any permitted use of the Trademarks hereunder by Licensee will inure to and for the exclusive benefit of Licensor.

(d)[(e)] Licensee represents to Licensor that Licensee has obtained and will continue to maintain during the Exploitation and during its exploitation of any film, videotape or other reproduction of any film or videotape of the Event resulting from the Exploitation, all necessary rights and approvals from any third party (including, without limitation, any spectators, talent, athletes, celebrities or other persons present in the audience or on stage or otherwise participating during the Event) in order to coordinate, produce, conduct and exploit the same and to otherwise perform its obligations hereunder, and that the Exploitation and exploitation thereof will not infringe upon the rights (proprietary, tangible, intangible or otherwise) of any third party or give rise to any claim of slander, libel, violation of civil rights, privacy or publicity or any similar such rights or any third party. At the request of Licensor, Licensee shall supply reasonable evidence to Licensor that such rights and approvals have been obtained.

(e)[(f)] Licensor will be given a prominent credit in the beginning or lead-in and end titles of any broadcast, film, videotape or other Electronic Media Exploitation of the Event; and, to the extent practicable, in the body of such Electronic Media Exploitation (i.e., when returning from a commercial break during a broadcast). Such credit shall appear in substantially the following form: “[Live from][Presented at][Filmed at] the Dolby Theatre at Hollywood & Highland.”

34. SETTLEMENT

(a) All receipts from the sale of admissions to the Event ("Box Office Receipts"), after the deduction by Licensor of all applicable admissions fees and taxes, shall be held by Licensor until the preliminary box office settlement. Licensor may, however, in its sole and absolute discretion, apply any such Box Office Receipts in payment of all sums of money which shall become due from Licensee to Licensor hereunder or by reason of Licensee's use of the Dolby Theatre Facilities as provided herein, including, but not limited to, all amounts which shall become due for payments payable by Licensee to Licensor or other third parties hereunder for personnel, services, materials and equipment furnished to Licensee by Licensor or other third parties under or in connection with this License Agreement, any agreement supplementing this License Agreement, Licensee's work orders and requests, or otherwise, reasonably anticipated credit card chargebacks and patron claims for ticket refunds, and for any damages whether stipulated herein or not, to which Licensor is entitled by reason of any breach of this License Agreement by Licensee. The aforesaid applications shall be deemed to have been made as and when said amounts become due, irrespective of the date upon which such application shall be made upon the books of Licensor. Prior to or immediately following the conclusion of the Event, Licensor shall provide Licensee with a preliminary box office statement and a statement setting forth estimates of Event Expenses to the extent available.

(b) Within 2 business days after the conclusion of the Event, Licensor shall (i) furnish Licensee with an updated preliminary box office statement and a preliminary settlement statement (setting forth estimated

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Event Expenses and any other available information pertinent to event settlement), and (ii) shall make a preliminary settlement; provided, that Licensor shall be entitled to retain a reasonable contingency to assure proper final settlement. In the event that any sums are due and owing from Licensee, Licensee shall make payment thereof in immediately available funds within two (2) business days of the preliminary settlement. In the event that such sum is not paid as and when due to Licensor, Licensee shall, in addition, remit a sum equal to 5% of the amount owing plus interest at 8%, compounded daily.

(c) Within six weeks after the Event, Licensor shall furnish to Licensee a final box office statement and a final settlement statement (the "Final Statements") showing all Box Office Receipts relating to Licensee's use of the Dolby Theatre Facilities hereunder and the application of the same, and Licensor shall pay to Licensee or Licensee shall pay to Licensor, as the case may be, such moneys as shall then be due to Licensee or Licensor, as the case may be. Licensee shall examine the Final Statements and to notify Licensor in writing of any error in the account or of any objection to any charge within five business days after delivery of the Final Statements. Unless Licensee shall notify Licensor of any claimed error or objection within such five business days after its receipt of the Final Statements, the Final Statements shall be deemed to be true, correct and final statements of the account among Licensor and Licensee. To the extent that any amounts owing by Licensee to Licensor hereunder (including without limitation Event Expenses due under Section 4 hereof) are not fully paid by Licensee at the preliminary box office settlement, such amounts shall be reflected on the Final Statements and Licensee shall make payment thereof in immediately available funds within five (5) business days of the delivery of the Final Statements. In the event that such sum is not paid as and when due to Licensor, Licensee shall, in addition, remit a sum equal to 5% of the amount owing plus interest at 8%, compounded daily. Licensor shall have no obligation to pay Licensee any interest on Box Office Receipts held by Licensor in accordance with this Section 34.

35. COPYRIGHTS

Licensee represents and warrants that all copyrighted materials, music, equipment, devices, or dramatic rights used on or incorporated in the conduct of the Production will be used with the express permission of the copyright owner. The Licensee represents and warrants that it will ensure that any and all obligations under the applicable copyright license shall be performed accordingly by Licensee. Except if due to the negligence or willful misconduct of the Indemnitees, Licensee shall indemnify and hold harmless the Indemnitees from any and all liabilities, claims, damages, costs and expenses, including reasonable outside attorney's fees, incurred by any one or more of the Indemnitees by reason of the use of any patented and/or copyrighted materials, music, equipment, devices, processes, or dramatic rights furnished or used by Licensee in connection with the performing of the Performance under this License Agreement.

36. LABOR AGREEMENTS

Licensee shall not perform any work or employ any personnel in connection with the Event except if such work or employment conforms to labor agreements to which Licensor or its contractors are a party or which control labor activities at the Dolby Theatre. At Licensee's request, Licensor will advise Licensee of pertinent provisions of such labor agreements. Licensor may, at its option, deny access to the Dolby Theatre to any person whose admittance to the Dolby Theatre could result in a violation of any such labor agreement.

37. REFUND

If Licensee shall for any reason fail to occupy or use the Dolby Theatre Facilities as provided herein (for reasons other than a breach by Licensor of its obligations hereunder), no refund shall be made of any amounts paid by Licensee to Licensor hereunder, and the aggregate amount payable by Licensee to Licensor hereunder, including disbursements or expenses incurred by Licensor in connection herewith, shall be payable by Licensee to Licensor as provided in Section 34 above.

38. TERM

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The term of this License Agreement shall commence on the date first hereinabove written and expire at the Move-out Time, unless terminated earlier or extended later by Licensor as provided elsewhere herein. Any and all terms and conditions of this License Agreement that remain executory after the term defined herein shall remain in full force and effect.

39. SUBORDINATION

The provisions of this License Agreement and Licensee's right to the use of the Dolby Theatre hereunder are hereby made subject and subordinate to the terms and conditions of any mortgage, deed of trust or other encumbrance under which Licensor or its affiliates may be operating the Dolby Theatre. If Licensor's rights to operate the Dolby Theatre are terminated according to the terms of such mortgage, deed of trust or other encumbrance, with or without fault on Licensor's part, or if Licensor's mortgagor, trustee or beneficiary under such deed of trust, or creditor under any other encumbrance prevents the performance of this License Agreement, Licensor shall not be liable to Licensee in any way.

40. FORCE MAJEURE

The parties to this License Agreement will be excused from the performance of this License Agreement in whole or in part if the performance by Licensor or Licensee of any of its material obligations under this License Agreement is prevented by operation of law or any cause beyond the reasonable control of such party, including without limitation fire, flood, disruption of transportation (but not the failure of a party to reasonably anticipate possible transportation delays), earthquake, public disaster, strike, labor dispute or unrest, accident, breakdown of electrical or other equipment, riot, war, insurrection, civil unrest, Act of God, any act of any legal or governmental authority (all of which causes are referred to as “events of force majeure”). If the Event is cancelled or curtailed because of the occurrence of any of the foregoing events of force majeure, Licensee shall remit to Licensor all of the out-of-pocket costs incurred by Licensor in connection with the cancelled or curtailed Event. If the Licensee is unable to cause the Event to occur because of the any of the foregoing events of force majeure but Licensor is ready, willing and able to perform, then Licensee also shall remit to Licensor the full amount of the License Fee; otherwise, Licensor shall remit the unearned portion of the License Fee.

41. WAIVER

Waiver of one or more of the terms, provisions, conditions or undertakings of this License Agreement shall be in writing and shall be restricted to its particular scope and shall not operate as a modification of this License Agreement.

42. SEVERABILITY

The invalidity or illegality of any part of this License Agreement shall not affect the validity or enforceability of any other part of this License Agreement.

43. NO PARTNERSHIP

The parties hereto are acting as independent contractors, and this License Agreement shall not create a partnership, joint venture, agency or employment relationship between the parties.

44. ASSIGNMENT

Neither this License Agreement nor any of the rights, duties or obligations of Licensee hereunder shall be assignable or delegable in whole or part, whether by operation of law or otherwise, by Licensee, without the prior written consent of Licensor. Any assignment or delegation or attempted assignment or delegation without such

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consent shall, at the election of Licensor, be void and of no force or effect. Licensor shall have the right to assign this Agreement in whole or in part to any person or entity that succeeds to the ownership, occupancy or management of the Dolby Theatre, including without limitation a successor manager or operator. Upon any such assignment, such successor shall be an additional beneficiary of each of the rights and interests provided to Licensor hereunder (including without limitation the right to be a beneficiary of and named as an additional insured, under Licensee’s insurance as required under Section 13 above and the right to indemnity from the Licensee as extend provided in Section 14 above).

45. ENTIRE AGREEMENT

This License Agreement supersedes any previous agreements between Licensee and Licensor with respect to the presentation of the Production in the Dolby Theatre, and upon the execution and delivery hereof any rights, duties, obligations and claims arising by reason of any such previous agreements shall be deemed terminated forthwith.

46. CONSTRUCTION

This License Agreement shall be governed by and construed in accordance with the laws of the State of California.

47. NOTICES

Except as otherwise herein expressly provided, all notices and other correspondence or communication between the parties shall be in writing and shall be delivered, either in person, by facsimile, or by certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses:

If to Licensor:

TheatreDreams LA/CHI, L.P.The Dolby Theatre6801 Hollywood Blvd.Hollywood, California 90028Attention: Jay Thomas, Vice President and General ManagerFacsimile: (323) 308-6381

with a copy to:

CIM/H & H Retail, L.P.6922 Hollywood Boulevard, Suite # 900Los Angeles, California 90028Attn: General Counsel

Hollywood & Highland6801 Hollywood Blvd.Suite 170Hollywood, California 90028Attention: Cindy ChongFacsimile: (323) 460-6003

Shukat Arrow Hafer Weber & Herbsman, L.L.P.111 West 57th StreetSuite 1120New York, NY 10019

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Attention: Kerry L. Smith, Esq.Facsimile: (212) [email protected]

and a copy by email to:[email protected]

If to Licensee: As set forth in Item 13 of the Data Sheet

48. LEGAL FEES

In the event any legal action is taken under this License Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable outside attorneys’ fees, cost of suit, and all other costs reasonably related to enforcement of its rights under this License Agreement.

49. COUNTERPARTS

This License Agreement may be executed in counterparts, each of which together shall constitute one and the same agreement.

50. BINDING EFFECT

This Agreement shall obligate Licensor, but not any partner, manager, managing director, limited partner, member, director, officer, employee, or agent thereof. This License shall not be binding on the Licensor, and the Dolby Theatre shall not be considered as secured on any of the days mentioned until this License Agreement has been signed by Licensor and Licensee, respectively, and a counterpart original delivered to Licensor along with the deposit, in good funds.

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IN WITNESS WHEREFORE, Licensee and Licensor executed this Event License Agreement on the date first above written.

AGREED TO AND ACCEPTED BY:

Avoca Productions, Inc. (“Licensee”) TheatreDreams LA/CHI, L.P. (“Licensor”)

By: ________________________ By: ______________________________Jay Thomas

Its: ___________________________ Its: Vice President and General Manager

Date: _________________________ Date: ________________________________

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Exhibit “A”: Hollywood & Highland Terms and Conditions(generally applicable to the use of spaces not a part of the Dolby Theatre Facilities)

If and to the extent that Licensee seeks to utilize spaces outside of the Dolby Theatre and within the Center for or in connection with the Event, Licensee shall contract with the owner thereof, CIM/H&H Retail, LP. Such agreement may include provision for the following:

1. Use of areas outside of the Dolby Theatre, such as Awards Walk, Rotunda and any other arrival sequence using any common area of the Center known as Hollywood & Highlands, including insurance requirements pertaining to that use.

2. Use of common areas such as Orange Court, which generally may not be used as staging areas.3. Any arrival sequence using the Awards Walk, for which Licensee may be charged a kiosk relocation fee.4. All event signage, parking, press, and other operational issues related to areas outside of the Dolby

Theatre Facilities.5. All security in the Hollywood & Highland complex will be under the supervision and control of

CIM/H&H Retail, LP and paid for by Licensee.

Licensor may assist Licensee in negotiating and concluding arrangements for the use of the Center outside of the Dolby Theatre Facilities, but assumes no responsibility for Licensee’s being able to conclude such arrangements.

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Exhibit “B”: Additional Insureds

TheatreDreams LA/CHI, LPCIM/H&H Retail, LPCIM Urban RE Fund GP VI (Delaware),, LLCCIM Urban RE Fund GP IX, LPCIM Urban Fund GP, LLCCIM Urban Real Estate Fund, LPCIM Group, LPCIM Group, LLCCIM Management, Inc.CIM Outdoor Media, LPCIM/H&H Hotel, LPCIM/H&H Media, LPCIM/H&H Theater, LPRBS Financial Products, Inc.City of Los AngelesThe Municipal Improvement Corporation of Los AngelesThe Los Angeles County Metropolitan Transportation AuthorityThe Community Redevelopment Agency of the City of Los Angeles

And their respective affiliates, licensees, lenders and contractors, as well as each of their respective officers, directors, partners, members, shareholders, employees, agents, representatives, successors and assigns.

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Exhibit “C”: Electronic Media Exploitation

Subject to Licensee’s compliance with the terms of Section 33 of the License Agreement, Licensor acknowledges and agrees that the Event shall be recorded and broadcasted on network television and/or in syndication (through Licensee’s affiliated broadcast licensees, affiliates, successors, and assignees) and internationally through licensing arrangements between Licensee and its affiliates, successors and assignees. The Event or portions thereof may be reproduced and distributed throughout the world via distribution methods now known or hereafter developed, including without limitation reproduction in internet, cassette, disc or other home video and/or audio formats.

Licensee, its successors, assigns and licensees shall own all rights of every kind and nature, including without limitation copyright, in and to all video and sound recordings, motion pictures or photographs made, recorded

and/or developed in and about the Property, in any and all media now known or hereafter devised or discovered, throughout the world in perpetuity, including the irrevocable right to use any such recordings, motion pictures or other photographs of the said premises and Property, in the advertising, publicity and promotion, of the Program,

and Producer's productions, without further payment or permission of any kind.

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Exhibit “D”: Policies and Procedures

The following policies and procedures are meant to supplement any other rules applicable to Licensee’s use of the Dolby Theatre Facilities as set forth in the relevant Event License Agreement, and Licensor reserves the right to update, modify or add to that contained herein in its sole discretion (capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Event License Agreement):

1. Licensee and its Event employees, contractors, representatives and/or invitees (individually and collectively, “Licensee Event Staff”) will deposit its trash only in identified receptacles and shall comply with any procedures established for the collection, sorting, separation and recycling of products, garbage, and trash.2. Any deliveries, loading and/or unloading must be made at the Theatre loading dock or other areas designated by Licensor and shall be conducted in accordance with rules and regulations established by Licensor for the use of such loading dock or other service areas. Licensee shall use its best efforts to prevent any delivery trucks or vehicles servicing the Dolby Theatre Facilities from parking or standing (i) outside the loading dock area of the streets bordering the Theatre and (ii) in an area that may interfere with the use of Dolby Theatre parking structures.3. Licensee Event Staff shall not park their vehicles in parking spaces designated for use by patrons of the Center or in any unmetered parking in neighborhoods adjacent to the Dolby Theatre. Licensee Event Staff shall park their vehicles only in those Dolby Theatre or off-site parking areas designated by Licensor. 4. Licensee Event Staff shall not display, paint or place or cause to be displayed, painted or placed, any handbills, stickers, advertisements, solicitations or any devices of such nature on any vehicle parked in the parking area of the Dolby Theatre Facilities, the Center or any neighborhoods adjacent thereto, whether belonging to Licensee, or to Licensee’s agent or to any other person. 5. Licensee Event Staff shall not distribute or cause to be distributed in the Dolby Theatre Facilities or Center any handbills or other advertising devices.6. Licensee Event Staff shall not be permitted to enter those areas of the Dolby Theatre Facilities or Center that are designated “Employees Only.”7. Licensee Event Staff shall utilize no medium inside the Dolby Theatre that can be heard or experienced outside the Dolby Theatre, nor shall Licensee utilize any medium inside the Dolby Theatre Facilities that can be heard or experienced in the Center or outside the Dolby Theatre Facilities.8. Licensee Event Staff shall only be permitted to perform their employment tasks in portions of the Dolby Theatre Facilities or Center expressly approved (in writing) by an authorized agent of Licensor or Center Manager, as the case may be. Further, any such Licensee Event Staff shall be bonded in such amount as may be reasonably required by Licensor.9. Theatre is designated as a non-smoking facility by California State law. Smoking is permitted only in designated locations outside the Theatre. Smoking is not permitted in any part of the Theatre. No flammable, dangerous or explosive materials may be brought into the Dolby Theatre Facilities or Center.10. The maximum capacity of the Dolby Theatre is based on fire code and other applicable by-laws and governmental regulations and must not be exceeded for any reason.11. Crowd control and security matters in the Dolby Theatre Facilities and Center, respectively, will be administered only by Licensor’s or the Center’s authorized security personnel. There shall be no additional locks placed on any doors by a Licensee. Neither the Licensor nor the Center are responsible for any loss of valuables, except if due to the negligence or willful misconduct of Licensor or Center. Valuables should not be left in dressing rooms. 12. Licensee Event Staff shall not act in a manner that will in any way impair the use and enjoyment of the Dolby Theatre Facilities or Center by others.13. Decorations or signs shall not be placed in any rooms, hallways, lobbies, or theatres without the written permission of Licensor. All approved decorations and shall be put up without defacing the building and are subject to supervision by Licensor. Any damages incurred by violation of this rule shall be paid for by the party responsible for the damage.14. No sign, decoration or banner may be erected on the exterior of the buildings or in or around the Center or sidewalks except by and under the direction of the Center.15. Licensee shall not obstruct any portion of the sidewalks, entries, halls, stairs, or other egress from or access to the building; nor shall a visiting company obstruct access to any or all utilities of the Dolby Theatre

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Facilities and Center.16. Animals shall not be allowed in Dolby Theatre Facilities for any reason other than use in a show or as required under the ADA and other applicable law. The manner and means of the use of animals in a show shall be subject to the prior written approval of Licensor and Licensee shall be responsible for securing all licenses, permits and other authorizations from regulatory authorities for such use.17. At least five (5) working days prior to the first rehearsal or performance, whichever first shall occur, Licensee shall provide to Licensor identification and/or complete lists of all persons which Licensee wishes to be allowed admission to the backstage area. The Licensor reserves the right to restrict or withdraw the right to admission to any person for any commercially reasonable reason.18. The house opens thirty minutes before the scheduled curtain or starting time. All stage work and sound checks must be completed by that time Licensor will assist Licensee in opening the house on time.19. Removal of house seats for sound lighting board must be coordinated through the Theatre Manager.20. All coordination between a Licensee and theatre personnel shall be through the Theatre Manager.21. The taking of photographs and the use of video or audio recording devices is prohibited in the Dolby Theatre Facilities without the prior written consent of Licensor. The use of photographic, video, or audio recording devices during rehearsals must be approved in writing by the Licensor22. There shall be no smoke or open flame on stage. Only water-based chemical fog or dry-ice is allowed as a smoke substitute. No other type of smoke producing device will be allowed. Any special effects must be approved by the Theatre Manager.23. In compliance with state and city fire codes, all scenery, drapes, props, and other decorative materials must be flame retardant, fire retardant treated, or non-combustible. Certification documents must be made available to the Licensor at load in and on site flameproofing tests will be conducted by the inspector from the City of Los Angeles Fire Department. All costs to flameproof scenery in house will be borne by the Licensee.24. No stage rigging, stage lighting, or an other stage equipment can be used or changed without the prior approval of the Theatre Manager,25. Licensee shall not allow nails, tacks, stage screws or similar articles to be driven or placed in any part of the Dolby Theatre Facilities without the approval of the Theatre Manager.26. Only one designated representative of the Licensee shall be permitted in the box office at any one time, in accordance with procedures established with the Box Office Treasurer.

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Exhibit “E”

INSURANCE REQUIREMENTSFOR LICENSOR SERVICE PROVIDERS

A Certificate of Insurance is to be sent to the Risk Management Department of Avoca Productions, Inc. reflecting the following insurance coverages:

Commercial General Liability - $1,000,000. per occurrence $2,000,000. aggregate

Excess/Umbrella Liability - $2,000,000 per occurrence $2,000,000 aggregate

Automobile Liability - $1,000,000. CSL

Automobile Physical Damage

**Workers' Compensation - Statutory Limits **Employer's Liability - $1,000,000.

“All Risk” Property and/or Miscellaneous Equipment coverage on all property rented/leased or owned for replacement cost value

Professional Liability 3,000,000. per occurrence

3,000,000. aggregate

Fidelity Bond $250,000

For all of these coverages except Worker’s Compensation and Fidelity Bond, provide an endorsement naming Avoca Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear and as Loss Payees as their interests may appear.

All endorsements required above must indicate that Named Insured's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Named Insured’s insurance.

**Worker’s Compensation coverage should include a Waiver of Subrogation endorsement in favor of Avoca Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers,

directors, employees, agents, representatives & assigns

A Thirty (30) Day written Notice of Cancellation. non-renewal or material reduction in coverage

The insurance carriers must be licensed in the state/province where services are rendered & have an A.M. Best Guide

Rating of at least A:VII

CERTIFICATE HOLDER: Avoca Productions, Inc.

10202 W. Washington Blvd., Culver City, CA 90232, Attn: Risk Management

** Not required if personnel payrolled by Avoca Productions, Inc.’s payroll services company

ver - wikileaks · web viewincluding backstage, at the dolby theatre must be provided by wolfgang...

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