Netwerk Management & Clipper Stadium Agreement for Sara McLachlan July 8, 2005

MSN Hotmail - http://by104fd.bay104.hotmail.msn.com/cgi-bin/getmsg?curmbox=mfI...

1 of 1 3/30/2007 1:29 PM

[email protected] Printed: Friday, March 30, 2007 1:29 PM

From : Coleen Novak

Sent : Friday, July 8, 2005 3:06 PM

To : "Stan Caterbone"

Subject : RE: Sarah McLachlan

Hey Stan

Sarah has finished her touring on this album. She was on the road for the last 18 months sowill be taking a well-deserved break. I'll forward this to our agents for any other artists andfor Sarah during the next cylce in 2-4 years.

Thanks very much, c

At 10:00 AM -0400 7/8/05, Stan Caterbone wrote:

Coleen,

Enclosed are some documents and information that you requested. The Clipper Stadium canaccommodate a max of approximately 14,000 with the stage moved as far away from second base and toward the back of the outfield. That would include lawn seating and using the field.The Willie Nelson/Dylan concert used the stage at the closest point to second base.

This stadium is said to be one of the finest minor league parks in the country and was just opened a few months ago.

I know you have many clients on your list that would be a sell-out here. Too many to name. You can access the website for the Lancaster Banstormers at:

http://lancasterbarnstormers.com/

Let me know if you or Sara need anything else as far as the request is concerned.

Stay Safe & Thank You,

Stan

Stan Caterbone, CEO

Advanced Media Group

mailto: [email protected] Website: www.amgglobalentertainmentgroup.com Fax: (717) 427-1621 Voice Mail: (717) 799-5915 Mailing Address: 220 Stone Hill Road Conestoga, PA 17516

----Original Message Follows----From: Coleen Novak To: [email protected]: Sarah McLachlanDate: Thu, 7 Jul 2005 14:49:22 -0700Hi StanI am one of Sarah McLachlan's managers. Justreaching out with regard to the card you sent her. Can you send a formal request for use of"World On Fire" for your website? Would this be www.one.org? Also any details about the Clipper Stadium info would be appreciated.Thanks so much,Coleen--Coleen NovakNettwerk Management8730 Wilshire Blvd., #304Beverly Hills, CA 90211Ph: (310) 855-0668Fx: (310) 855-0674Efax: (310)388-0803Cell: (917) 861-6309AIM: Coleen212

Attachment converted: Macintosh HD:Lancaster Online.com_#E00CA.pdf (PDF /CARO) (000E00CA) Attachment converted: Macintosh HD:Lancaster Barnstormer#E00CB.pdf (PDF /CARO) (000E00CB) Attachment converted: Macintosh HD:Lancaster Barnstormer#E00CC.pdf (PDF /CARO) (000E00CC) Attachment converted: Macintosh HD:World on Fire Agreement.pdf (PDF /CARO) (000E00CD)

Advanced Media Group Page 1 of 17 10/08/2007

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

StanJ

StanJ

StanJ

MSN Hotmail - http://by104fd.bay104.hotmail.msn.com/cgi-bin/getmsg?curmbox=mfI...

1 of 1 3/30/2007 1:31 PM

[email protected] Printed: Friday, March 30, 2007 1:30 PM

From : Coleen Novak

Sent : Thursday, July 7, 2005 5:49 PM

To : [email protected]

Subject : Sarah McLachlan

Hi Stan

I am one of Sarah McLachlan's managers. Just reaching out with regard to the card you senther. Can you send a formal request for use of "World On Fire" for your website? Would this bewww.one.org? Also any details about the Clipper Stadium info would be appreciated.

Thanks so much, Coleen -- Coleen Novak Nettwerk Management 8730 Wilshire Blvd., #304 Beverly Hills, CA 90211 Ph: (310) 855-0668 Fx: (310) 855-0674 Efax: (310) 388-0803 Cell: (917) 861-6309 AIM: Coleen212


Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

Compaq_Owner

StanJ

StanJ

StanJ

1

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the agreement) is made and entered into this _______ day of MONTH, YEAR, by and between Lancaster Baseball Club, LLC, a Lancaster, Pennsylvania limited liability company d/b/a Lancaster Barnstormers (hereinafter Licensor), PROMOTER NAME. (hereinafter Licensee).

WITNESSETH:

WHEREAS, Licensor leases and operates a sports facility in Lancaster, Pennsylvania currently known as Clipper Magazine Stadium and, subject to the consent of the Redevelopment Authority of the County of Lancaster (the owner of Clipper Magazine Stadium), has the power and authority to license the use thereof to others for the purpose of holding and presenting certain events; and WHEREAS, Licensee desires to license the use of the Stadium and its facilities and adjacent areas from Licensor, and Licensor desires to license the use thereof to Licensee, for the purpose of holding and presenting a concert with NAME OF BAND(S)(the Event), all subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Grant of License; Premises:

Licensor hereby grants to Licensee license to use, and Licensor shall make available to Licensee, that portion of Clipper Magazine Stadium and its facilities and adjacent areas as may be necessary for the presentation of the Event, including the Stadiums field, seating facilities, access areas, public address, sound systems, corridors, stairways, walks and lavatories in or about the Stadium, and such other areas or parts of the Stadium as may be necessary for the presentation of the Event, all upon the terms and conditions set forth herein. Licensee hereby agrees to, and shall, use the Stadium to hold and present the Event as contemplated by this Agreement.

2. Term; Scheduling:

A. The term of the license granted hereby shall begin on DATE AND TIME and shall expire on DATE AND TIME (the Term).

B. In addition to the period set forth in the preceding section, Licensor shall

make the Stadium available to Licensee, without charge, for (i) preparation of the Event and delivery, move-in and set-up of Licensees freight and other properties on TIME AND DATE, and (ii) load-out


Compaq_Owner

Compaq_Owner

2

immediately following the conclusion of the Event, ending at a mutually agreed time but in no event later than TIME AND DATE.

C. Coordination of any and all deliveries for the Event will be the

responsibility of Licensee. If load-out shall run beyond the mutually agreed upon time, Licensee shall be liable for any additional expenses incurred by Licensor, including, but not limited to, payments to union labor, if applicable.

D. Licensor and Licensee agree that the Event shall be held Rain or shine;

provided, however, that is Licensor reasonable believes rain or other inclement weather is likely to present a hazard or danger to patrons, Licensor shall advise Licensee thereof, and the Event shall be cancelled (unless the parties mutually agree to postpone the Event to another date). In the event of any cancellation of the Event due to the foregoing, Licensee shall pay to Licensor an amount to cover any and all Reimbursable Expenses (defined in Section 6B) incurred by Licensor in preparation for the Event. In the event of thunderstorms at the time of the Event, the Event shall be delayed until such thunderstorms have passed.

3. Duties of Licensee: In connection with the presentation of the Event, Licensee shall provide (or cause to be provided) and pay for the following:

A. (1) All participants and staff required for the proper presentation of the

Event, including, but not limited to, set-up and take-down personnel, together with Workers Compensation Insurance with respect to such personnel;

(2) All tangible items of property necessary for the proper presentation

of the Event, including, but not limited to, all production equipment, stage and all other materials and supplies necessary for a concert.

B. All ASCAP, BMI and licenses required for the use of copyrighted or

licensed music in connection with the presentation of the Event, and all other licenses or permits required in connection with the use of the Stadium for the Event, all of which licenses and permits shall be procured by Licensee prior to commencement of the Term and presented to Licensor upon request;

C. The advertising, promotion and publicity campaign necessary and

desirable to promote the Event; and

D. Fifty complimentary tickets to the Event, which Licensor may use in its discretion.


3

4. Duties of Licensor: In connection with the presentation of the Event, Licensor

shall provide, or cause to be provided, the following (the costs of which shall be borne by Licensee, except as otherwise expressly provided below):

A. At Licensors cost, use of the Stadium, public address systems and such

other parts or areas of the Stadium as may be necessary for Licensee to present and produce (if applicable) the Event;

B. Electricity and other utilities for lighting, heating, air conditioning and

other services used in conjunction with the Event and the set-up and removal related thereto, as customarily provided for baseball events;

C. Cleaning and janitorial service during and after the Event;

D. All necessary support services (as determined by Licensor in its sole discretion), including, but not limited to, all ancillary staff necessary to hold the Event at the Stadium (other than those being provided by Licensee pursuant to Section 3A(1) above), including ushers, doormen, emergency medical technicians, security personnel and parking attendants; and

E. Additional items, personnel, and services, other than those set forth above,

which Licensee requests to be provided in connection with the Event and which Licensor is reasonable able to provide, such as stagehands for set-up, take-down and productions, additional production requirements, and lighting and/or sound equipment other than the current sound or lighting system in the Stadium used for baseball events, all of which shall be subject to the approval of Licensor and shall be provided at additional cost to Licensee.

5. Marketing and Advertising; Sponsorships:

A. Licensee, at its expense, shall provide the necessary personnel to, and shall use its reasonable best efforts to, market and promote the Event. Licensor agrees to assist Licensee in marketing and promoting the Event by providing in-Stadium advertising of the Event prior to the Event.

B.

(1) Other than the in-Stadium advertisements provided by Licensor as set forth in Section 5A above, all advertisements for the Event shall be developed by Licensee (including, but not limited to, all advertising, publicity and promotions material, press releases, poster, flyers and handbills) and shall be produced at the sole cost and expense of Licensee.


4

(2) Without the prior written approval of Licensor, which approval may be withheld in Licensors sole discretion, Licensee shall not permit any commercial banner, signage, advertisement or promotional announcement to be posted or made within the Stadium. In the event Licensee approves any in-Stadium banner, signage or advertisement, the exact location of any such signage or advertisement shall be subject to the approval of Licensor, and shall not interfere with, cover up, or obscure any pre-exiting signage in the Stadium.

(3) (I) Subject to the provisions of Section 5B(2) and Section 5B(3)(ii), Licensee shall have the right to sell sponsorships for the Event. All revenues generated from the sale by Licensee of such sponsorship shall be retained by Licensee, provided that all such sales shall be subject to the prior written approval of Licensor.

(ii) Each advertising or promotional agreement which Licensee enters into with a third party (a Third Party Agreement) respecting in-Stadium signage shall include a provision requiring termination or preemption thereof in the event that any provisions thereof conflict with any obligations of Licensor in any agreement now or hereafter entered into between Licensor and an advertiser requiring exclusivity in the advertisement or sponsorship of any product or service which is the subject of such Third Party Agreement. Licensee shall provide a written list of existing sponsors upon execution hereof and (if applicable) at least thirty (30) days prior to the commencement of the Term. In the even Licensor requires termination or redemption of such Third Party Agreement, Licensor shall give Licensee five (5) days prior written notice thereof, and such termination or preemption shall be effective upon Licensors delivery of such notice.

(4) Licensee shall make mention of the name Clipper Magazine

Stadium as the site of the Event in connection with any advertising or promotion thereof. All promotional materials shall contain the standard Clipper Magazine Stadium name. However, Licensor must approve all such uses of the Clipper Magazine Stadium name prior to dissemination of any promotional materials, which approval shall not be unreasonable withheld or delayed.

(5) All advertisements for the Event presented by Licensee pursuant to

the provisions of this Agreement (including, but not limited to, all advertising, publicity and promotions material, press releases, posters, flyers, handbills and radio and television commercials) shall be submitted by Licensee to Licensor for its prior approval before use.


5

6. License Fee:

A. In consideration of the license granted hereby and Licensors agreement to provide the items set forth in Section 4 hereof, Licensee shall pay Licensor the following (collectively, the License Fee):

(1) A fee of Gross Proceeds (as defined below) as follows: Gross Proceeds Fee to Licensor All tickets sold, base rental fee On a per ticket sold basis $3.00 per ticket sold

ENTER TIX SELLING PRICES AND OPTIONS

The term Gross Proceeds as used herein means gross proceeds from the fees charged for admission to the Event.

(2) Reimbursable expenses of Licensor as listed in Sections 4B

through 4E, inclusive, and elsewhere in this Agreement (collectively, the Reimbursable Expenses).

B. At the conclusion of the Event, Licensor and Licensee shall conduct a

preliminary settlement respecting all items of income and expense which are subjects of this Agreement. At said settlement, Licensee and Licensor shall preliminarily account to the other for all income items received by each as of such date and shall make payment to the other (if applicable) of any and all sums due to the other in accordance with this Section 6, except kids under 3 years of age. A final settlement shall be made by the parties within seven (7) business days following the expiration of the Term.

C. Licensee acknowledges that use of all Suites and other Premium Seating

areas of the Stadium (including the picnic, hospitality and VIP areas of the Stadium) are not hereby licensed to Licensee. Licensor hereby grants complimentary tickets to all 22 skybox holders. Licensor agrees not to use picnic area. Licensor will have the opportunity to sell other premium seating in suite level.

D. Licensee shall pay Licensor the License Fee and any and all additional

fees due hereunder without abatement, deduction or set-off. Licensor may, at its election, collect all or any part of the License Fee due hereunder out of the receipts of fees charged for admission, but whatever source, or concessions provided by or on behalf of Licensor, and Licensor shall have a first lien upon and security interest in such receipts to the


6

extent of any amount required to be paid to Licensor by Licensee hereunder.

7. Licenses:

Licensee shall secure in advance, prior to commencement of the Term, (a) all licenses and permits that may be required by or in connection with the use of the Stadium for the Event and (b) all licenses required by any performing arts societies, such as ASCAP and/or BMI, for music or other works to be utilized or displayed in connection with the Event. Licensee shall do all other acts necessary to comply with all laws and requirements of all public authorities and all rules and regulations of Licensor in connection with the presentation of the Event.

8. Concessions; Merchandising:

A. Licensor specifically reserves to itself and its concessionaires the right to sell, and the right to retain proceeds from the sale of refreshments and beverages, parking privileges and all other concessions at the Event.

C. Licensee will pay Licensor 20% of the net sales for selling Licensees

merchandise, including but not limited to: clothing, CDs, programs, and other souvenirs. Any sales tax is the responsibility of the Licensee.

9. Broadcasting:

Without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed, Licensee shall not in any manner transmit, record or videotape or otherwise reproduce or disseminate any part of, or a description of any part of, the Event (including, but not limited to, radio, television, cable television, commercial television, closed circuit television and/or pay television, video disc or phonograph recording).

10. Insurance:

A. Licensee shall obtain, at its own cost and expense, commercial general liability insurance in the name of Licensee which shall insure all operations of Licensee contemplated by this Agreement and the contractual assumption of liability reflected by this Agreement. Such insurance shall be written with a limit of at least One Million Dollars ($1,000,000.00) per occurrence combined single limit for bodily injury and property damage liability, personal injury liability and coverage for all acts and/or omissions of Licensee. Such insurance shall be endorsed to be primary as respects claims out of Licensees negligence to and not contributory with any coverage of Licensor, Lancaster Barnstormers or the City of Lancaster, Pennsylvania which may be applicable to the claim. Licensee shall also cause the required policy of insurance to include


7

Licensor, Lancaster Barnstormers and the Redevelopment Authority of the County of Lancaster as additional insureds with respect to the operations and obligations contemplated by this Agreement.

B. Licensee shall also maintain, at its own cost and expense, Workmans

Compensation Insurance in respect of its players, performers and other employees whose services are contemplated by this Agreement.

C. Certificates evidencing insurance required pursuant to this Section 10 shall

be provided to Licensor not less than ten (10) days prior to commencement of the Term. The policies shall also provide, and the certificate shall so note, that the coverages may not be canceled or that a major change in coverage may not be implemented without at least thirty (30) days prior written notice given to Licensor.

D. LICENSOR SHALL HAVE THE ABSOLUTE RIGHT TO TERMINATE

THIS AGREEMENT UPON WRITTEN NOTICE TO LICENSEE IF LICENSEE DOES NOT DELIVER TO LICENSOR THE CERTIFICATE OR CERTIFICATES OF INSURANCE REQUIRED HEREUNDER. IN THE EVENT OF SUCH TERMINATION BY LICENSOR, THERE SHALL BE NO FURTHER LIABILITY OF ANY KIND OR NATURE WHATSOEVER BY LICENSOR TO LICENSEE, AND LICENSOR SHALL RETAIN THE RIGHT TO PROCEED WITH A LEGAL ACTION AGAINST LICENSEE TO RECOVER ANY AND ALL DAMAGES AND/OR LOSS OF PROFITS SUSTAINED BY LICENSOR BY REASON OF LICENSEES DEFAULT HEREUNDER.

E. In the event that Licensee fails to procure and present the aforesaid

insurance, Licensor shall have the right, but not the obligation, to do so on Licensees behalf and at Licensees expense and shall be entitled to reimbursement for the costs thereof as part of the License Fee due and payable hereunder.

F. None of Licensor or its officers, partners, employees or agents shall be

responsible or liable for any loss or damage to the personal property of Licensee or its employees, players, performers or agents in connection with its use of the Stadium hereunder.

11. Indemnity:

A. Licensee shall indemnify, defend and hold harmless Licensor, Redevelopment Authority of the county of Lancaster and the County of Lancaster and each of their affiliates and each of their officers, agents and employees from and against (i) any and all losses, costs, expenses


8

(including, but not limited to, attorneys fees), damages and liabilities arising out of or in connection with any breach by Licensee of any of its representations, warranties, covenants or agreements contained herein and (ii) any and all losses, injuries or damages to any person or any property arising out of or sustained in connection with the exercise of the privileges herein granted or the provision by Licensor of materials, equipment or services in connection therewith, except for any and all losses, expenses, costs, damages and liabilities arising out of Licensor, Redevelopment Authority of the county of Lancaster and Lancaster Countys negligence.

B. Licensor makes no warranty or representation to Licensee of any kind

(express or implied) regarding the suitability of or compliance with applicable laws by the Stadium, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Stadium. Accordingly, Licensee acknowledges and agrees that it has made an adequate investigation and inspection of the Stadium and has made its own determination regarding the suitability of the Stadium for Licensees proposed use and is satisfied with the condition, fitness and order thereof. Licensee further agrees that the Stadium shall be delivered by Licensor to Licensee AS IS, WHERE IS and WITH ANY AND ALL FAULTS and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose. Licensee hereby waives any claims against Licensor and the Redevelopment Authority of the County of Lancaster and their affiliates and their respective officers, agents and employees for defects in the Stadium, including latent defects. Commencement of the use of the Stadium by Licensee shall be conclusive that the Stadium was in good repair and satisfactory condition, fitness and order when such use commenced.

C. Licensor and its affiliates, and their respective officers, agents and

employees, shall not be liable to Licensee, and Licensee waives all claims against such parties, for injury, death, or damage to person or property sustained by Licensee or any person claiming through Licensee resulting from any condition, accident or occurrence in or upon the Stadium or any other part of the Stadium, except for any and all claims arising out of Licensors and its affiliates negligence.

D. This Section 11 shall survive any termination or expiration of this

Agreement. 12. Admission:


9

During the Term hereof, all admittance into the Stadium shall be by general admission and, subject to any and all use and occupancy restrictions imposed by the Redevelopment Authority of the County of Lancaster and its applicable agencies, patrons will be granted admission to the Stadium only upon payment of an admission fee to Licensee. Licensee and Licensor shall mutually agree on the price of admission. Licensee shall be solely responsible for collecting the admission fees and shall serve as the custodian of record for the admission fees. Upon any cancellation of the Event for any reason, Licensee shall be responsible for refunding any admission fees paid in advance.

13. Remedies Upon Breach:

In the event any party fails to perform any of its obligations herein, the non-breaching party shall give the breaching party notice in writing of such breach. If the breaching party shall not cure said breach within ten (10) days after receipt of notice if a monetary breach, or within thirty (30) days after receipt of notice if a breach of any other nature, the non-breaching party, at its option , shall have the right to (i) cancel this Agreement by giving five (5) days written notice thereof to the breaching party, (ii) sue the breaching party for legal or equitable relief, and/or (iii) pursue any other remedy allowed hereunder or under applicable law; provided, however, in the event thee non-breaching party may suffer irreparable harm as a result of the breaching partys breach, then it shall not be required to give written notice to the breaching party, or to wait any period of time before pursuing any remedies hereunder or under applicable law.

14. Minors; Foreign Nationals:

In the event that any minor or foreign national is scheduled to appear in the Event which is the subject of this Agreement, Licensee shall, in advance of such Event, obtain all necessary Employment Certificates and other permits and authorizations as may be required by any governmental authority.

15. Compliance With Laws:

A. Licensee shall abide by, conform to and comply with, and shall cause every person under its direction or control who is connected with the performance of any aspect of this Agreement to fully abide by, conform to and comply with all applicable laws, rules, regulations and ordinances of the United States of America, the State of Pennsylvania, Lancaster County, City of Lancaster, and their respective agencies, as well as all rules and regulations of Licensor for the use, occupancy and operation of the Stadium. If Licensee is controlling any sale or distribution of tickets or is charging an admission fee, Licensee will comply with all federal, state or municipal laws, statues, ordinances or regulations relating to the payment of or taxes or charges on tickets, admissions or reservation, and make returns and pay all such taxes or charges immediately when due, and


10

indemnify Licensor against all liability, claim, loss or payment of any kind by reason of Licensees failure or omission to comply with any such law or regulation and/or to pay all or any taxes or charges.

B. Licensee shall not use or attempt to use any part of Stadium for nay use or

proposed use which would be contrary to law, common decency or good morals or otherwise improper or detrimental to the reputation of Licensor.

C. Licensee agrees not to discriminate against any employee or any applicant

for employment for any reason prohibited by law, and further agrees not to discriminate against any person relative to admission, services or privileges offered to or enjoyed by the general public for any reason prohibited by law.

16. Restrictions On and Further Obligations of Licensee:

A. Licensee agrees not to do any act or suffer any act to be done during the Term of this Agreement which shall mar, deface or injure any part of the Stadium; and upon expiration of the Term, Licensee shall deliver up to Licensor the premises aforesaid in as good condition and repair as the same be found at the beginning of the Term, excepting usual wear and tear. Any repairs necessary to the field shall be made by Licensor (under the supervision and direction of Licensor) immediately following the Event, at the sole cost of Licensee.

B. If Licensee brings into the Stadium any additional displays, props,

decorations, material or other personal property, it must fully comply with the Fire Code of Lancaster City, i.e., all wiring on booths or display fixtures must meet the rules and standards of the applicable Board of Fire Underwriters and Fire Department. Among other precautions, cloth, paper decorations, pipe boughs, leaves, tree branches and all other decorations must be flameproofed. Use of combustible material is forbidden.

(1) Licensee understands that approval from the Fire Marshalls Office

and a Permit from the Department of Licenses and Inspections must be obtain before bringing into the Stadium explosives, gasoline, kerosene, acetylene or other fuel or combustibles. Such a permit shall be submitted for review to Licensor upon receipt and prior to the commencement of the Term.

(2) Licensee understands that the fire fighting equipment in the

Stadium, such as fire extinguishers and fire hose cabinets and exits, shall not be covered or concealed in any manner whatsoever from public view or access.

C. Licensee shall use the Stadium in a safe and careful manner.


11

D. (1) Licensor and its authorized representatives shall have the right at

all times to enter upon and have access to the Stadium.

(2) A duly authorized representative of Licensee shall be in attendance at the Stadium when doors are opened and throughout the event scheduled hereunder. Licensee shall provide all of its representatives and working personnel to be admitted to any part of the Stadium with distinctive, visual identification which shall be approved by Licensor prior to the commencement of the Term.

E. In licensing the use of the Stadium to Licensee, it is understood that

Licensor does not relinquish the right to control the management thereof and to enforce all necessary rules and regulations. The decision of Licensors representatives as to be the number of persons that can safely and freely move about in the Stadium shall be final.

F. All portions of the sidewalks, entries, doors, passages, vestibules, halls,

corridors. Stairways, passageways and all ways of access to public utilities of the Stadium shall be kept unobstructed by Licensee and not used for any other purpose other than ingress or egress.

17. Miscellaneous:

A. This Agreement (including any and all exhibits hereto) reflects the entire agreement between the parties respecting the subject matter hereof and supersedes any and all prior agreements, understandings or commitments, written or oral, between the parties hereto. This Agreement may only be modified or amended by a subsequent written agreement signed by both parties hereto.

B. Notices by Licensor and Licensee to each other shall be deemed duly

given if (i) delivered personally with a signed receipt evidencing such delivery, (ii) transmitted by telecopier with confirmation of transmission. (iii) mailed by certified mail, return receipt requested, postage prepaid, or (iv) delivered by duly recognized air courier service to the following addresses:

Licensee: NAME ADDRESS CITY, STATE, ZIP CODE CONTACT Fax:


12

Licensor: Lancaster Barnstormers Clipper Magazine Stadium

PO Box 4728 650 North Prince Street Lancaster, PA 17603 Attn: Joe Pinto, General Manager Fax: (717) 509-4486

C. This Agreement may be transferred or assigned by Licensee provided the

assignee agrees, in writing, to be bound by all of the provision hereof. D. The relationship between Licensor and Licensee is that of independent

contractors and not agents or employees. Under no circumstances shall this license be considered a contract of partnership or joint venture. Neither party shall be liable for any of the debts, accounts, obligations or other liabilities of the other party, its agents or employees, and neither party shall have any authority to obligate or bind the other party in any manner except as may be expressly provided herein.

E. Subject to the provisions of Section 2E. above:

(1) If any event occurs whereby Licensors performance hereunder is

materially hampered, whether before or during the Term, as a result (wholly or in part) of any cause not entirely within Licensors control and which it could not by reasonable diligence have avoided, such as destruction or damage to the Stadium or unfitness of the Stadium for occupancy as a result of fire or other Act of God, riot, labor strike, national or local emergency, calamity or other cause entirely within Licensors control (each Licensor For Majeure), Licensors performance under this Agreement shall be suspended for the period of the Licensor for the affected period without any further liability or obligation on the part of the Licensor which arises out of suspension.

(2) If any event occurs whereby Licensees performance hereunder is

materially hampered, whether before or during the Term, as a result (wholly or in part) of any cause not entirely within Licensees control and which it could not by reasonable diligence have avoided (each a Licensee Force Majeure), then, without limiting Licensors rights as a result of the occurrence of the Licensee Force Majeure, Licensor shall have the option, without liability, to suspend the engagement for the Event for the duration


13

of such Licensee Force ajeure, by giving Licensee written notice thereof.

(3) Upon removal or cessation of the Licensor Force Majeure or

Licensee Force Majeure, as applicable, the parties respective rights and obligations hereunder shall be reinstated.

F. This Agreement is entered into in the State of Pennsylvania and, in event

of any controversy or litigation, shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its principles of conflicts of laws.

G. No waiver shall be effective unless in writing and executed by the [arty to

be charged with such waiver. No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default, whether or similar or dissimilar nature, unless expressly so stated in writing.

H. The invalidity or unenforceability of any particular provision of this

Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

I. Any headings preceding the text of the several sections, paragraphs or

subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

J. This Agreement may be executed in multiple counterparts, each of which

shall be deemed an original but together shall constitute one and the same instrument.

K. Licensee represents and warrants to Licensor that it has the full right,

power and authority to enter into and perform this Agreement.

L. This Agreement and Licensees rights hereunder shall be subject in all respects to the approval of the Redevelopment Authority of the County of Lancaster.


14

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. Licensee: PROMOTER NAME By: _______________________________ Name: _____________________________ Title: ______________________________ Licensor: Lancaster Barnstormers By: _______________________________ Name: Joe Pinto Title: General Manager, Lancaster Barnstormers


July 8, 2005 - Email from Coleen Novak, Manager for Singer Songwriter Sara McLachlan re Concert at the Clipper StadiumSara McLachlan Email ListingsAgreement from Joe Pinto, General Manager of the Lancaster Barnstormers and the Clipper Stadium for Concerts

Netwerk Management & Clipper Stadium Agreement for Sara McLachlan July 8, 2005

Documents

Transcript of Netwerk Management & Clipper Stadium Agreement for Sara McLachlan July 8, 2005