WEBER STATE UNIVERSITY (“WSU”) AGREEMENT

FOR PERFORMANCE/EVENT

1. PARTIES: This Performance/Event Agreement (hereinafter “Agreement”) is between Weber State

University, a public institution of higher education, and a body politic and corporate of the State of
Utah located at 3850 Dixon Parkway Department 1013, Ogden UT 84408-1013 (hereinafter “WSU”),
and the following independent contractor AAE Holdings, Inc. on behalf of Rainn Wilson, located
at dba All American Entertainment, Durham, North Carolina, 27713-9089 (hereinafter
“Contractor”). WSU and Contractor are sometimes individually referred to herein and in Attachment
A as a “Party” or collectively as the “Parties.”

2. WITNESSETH:

WHEREAS, WSU desires to receive certain services and goods from Contractor for an Event;

WHEREAS, Contractor desires to provide to WSU the services and goods for the Event;

NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings
hereinafter set forth, the parties hereby agree as follows:

3. DEFINITIONS:

3.1 “Agreement” means the following: 1) Attachment A: WSU Standard Terms & Conditions for
Performance/Event; 2) Weber State University (“WSU”) Agreement For Performance/Event; 3) any
other attachment mutually agreed upon and incorporated herein by reference in Section 9.

3.2 “Contractor” means the individual or entity providing the services and/or goods for the Event
and/or Performance. The term “Contractor” shall include its agents, officers, employees, partners,
subcontractors and Presenter. Contractor is fully liable for its agents, officers, employees, partners,
subcontractors and Presenter; and said agents, officers, employees, partners, subcontractors, and
Presenter are fully obligated to the same terms and conditions as the Contractor.

3.3 “Event” means herein and within Attachment A the services and goods provided to set up, stage,
appear, perform, present and/or take down.

3.4 “Presenter” means the person or persons responsible for appearing, performing, and/or presenting
at the Event.

4. GENERAL PURPOSE OF AGREEMENT: The general purpose of this Agreement is: Speaking
Engagement: Commencement Address

5. PERFORMANCE DATE(S): Friday, April 26, 2024

6. OBLIGATIONS OF WSU:
a. Payment. WSU agrees to pay (name to appear on the check) AAE Holdings, Inc. the all-
inclusive amount of $125,000.00 (includes travel and expenses arranged by AAE Holdings,
Inc.) by bank check within fifteen (15) days after the completion of the Event. Any payment
adjustments due will be made by bank check within thirty (30) days following the
engagement. WSU will provide a Purchase Order number to verify that payment shall be
made. No deposits or advance payments can be made prior to the Event due to restrictions
on the expenditure of WSU funds. In the event this Agreement is not signed and returned
at a minimum of one week before the event, payment to the Contractor may be paid thirty
(30) days after the Event.

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 7. OBLIGATIONS OF CONTRACTOR:
a. 20 minute commencement speech.

8. SPECIAL CONDITIONS: The following special conditions apply to Agreement. Any conflict
between a special condition and the Attachments referred to below will be resolved in favor of the
special condition.
a. None

9. ATTACHMENTS: The following attachments are attached hereto and made part of this Agreement.
Any conflicts between Attachment A and other Attachments, if any, will be resolved in favor of
Attachment A.
a. Attachment A: WSU Standard Terms & Conditions for Performance/Event
b. Rider - Weber_State_University_Rainn_Wilson_Sponsor_Agreement

10. JOINT AND SEVERAL LIABILITY: Any loss, damage, injury, liability, suits, claims and
proceedings arising hereunder the Agreement are joint and several for the Contractor, its agents,
officers, employees, partners, subcontractors and Presenter.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives; and Contractor acknowledges and agrees that for a person to be a duly
authorized representative of WSU with executory power, said person shall be authorized according to
the WSU Policy and Procedure Manual (PPM) 5-4d (see http://www.weber.edu/ppm/Policies/5-
4d_Contracts.html), and WSU reserves the right, at its sole discretion, to ratify or reject an Agreement
when a person acts outside of the scope of their authority.

“Licensor” “University”

AAE Holdings, Inc. WEBER STATE UNIVERSITY

By: By:
Nancy Emenger (Mar 14, 2024 08:42 MDT)
Signature Signature
Name: Name: Nancy Emenger
Greg Friedlander
(Please Print) (Please Print)
Title: President Title: Director of Purchasing
Date: March 11, 2024 Date: Mar 14, 2024

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 ATTACHMENT A
WSU STANDARD TERMS & CONDITIONS
FOR PERFORMANCE/EVENT
1. EVENT SET UP. All persons or props included under this Agreement for the Event to take place are required to be at
the designated Event site at the earlier of either (i) no later than thirty (30) minutes before the scheduled start time or (ii)
in enough time prior to the beginning of the Event to be ready to begin on time and fulfill the Agreement as scheduled.

2. PERFORMANCE. Contractor agrees that timing is a material element of performance of the Agreement. .

3. FORCE MAJUERE. Neither WSU nor the Contractor shall be held liable and do hereby release one another from
any and all claims, demands, agreements, and liabilities whatsoever that each may have had for failure to appear if such
failure is caused by or is due to serious accident, natural or human-made catastrophe (riots, strikes, etc.), epidemics or
pandemics (e.g. COVID 19), acts of God, or any other similar condition beyond the personal control of either Party. If
either Party is unable to perform any of its obligations under this Agreement due to events beyond its reasonable
control, WSU shall have the right to reschedule the Event at a time mutually agreed upon with the Contractor.

4. NON-PERFORMANCE CAUSED BY WSU. In the event that Presenter does not appear for reasons controlled by
WSU other than material, uncured breach of this Agreement or Sections 3, Contractor agrees that, the Parties may
reschedule the Event or WSU will provide payment at Contractor’s discretion.

5. TERMINATION. Unless otherwise stated in this Agreement, this Agreement may be terminated, with cause by WSU,
upon written notice given to Contractor. The Contractor will be given ten (10) days after written notification to correct
and cease the violations, after which this Agreement may be terminated for cause immediately. WSU and the Contractor
may terminate this Agreement, in whole or in part, at any time, by mutual agreement in writing.

6. PROPERTY ACCESS. WSU grants Contractor, as applicable, a limited nontransferable license to access WSU
property only to the extent necessary to provide the goods and services for the Event under this Agreement. Contractor
agrees to not exceed the scope of this license and to abide by applicable WSU policies, which are available online at
http://www.weber.edu/ppm/, and govern any activity involving access to WSU property including, but not limited to
policies related to drugs, alcohol, discrimination, harassment, and technology usage, violation of which may be deemed a
material breach of this Agreement. With no penalties, additional fees, risk of breach of the Agreement, or without
assuming any duty of care, WSU may revoke this license without notice and immediately escort off Contractor and/or
eliminate access to WSU property and/or terminate the Agreement for cause when the Contractor: (i) exceeds the scope
of the license of this Section; (ii) violates any applicable WSU policy; (iii) violates any federal or state law; (iv) materially
breaches this Agreement; (vi) or creates risk of damage to persons or WSU property. Contractor must include this
provision in every subcontract or purchase order relating to the Event to ensure that its subcontractors are bound by
this provision.

7. CONFLICT OF INTEREST. Contractor represents that none of its officers or employees are officers or employees
of Weber State University unless disclosure regarding such has been made in accordance with UCA Section 67-16-8,
1953, as amended.

8. PUBLIC INFORMATION. WSU is a governmental entity and thus subject to the Government Records Access and
Management Act of the Utah Code, Section 63G-2-101 et seq., 1953, as may be amended (“GRAMA”). Pursuant to
GRAMA, certain records within WSU’s possession or control (including the Agreement) may be subject to public
disclosure. WSU hereby informs Contractor that any person or entity that provides WSU with records that such person
or entity believes should be protected from disclosure for business reasons must, pursuant to Section 63G-2-309 of
GRAMA, provide to WSU, with the record, a written claim of business confidentiality and a concise statement of
reasons supporting such claim. Notwithstanding any provision to the contrary in the Agreement, WSU may disclose any
information or record to the extent required by GRAMA or otherwise required by law, and to WSU’s attorneys,
accountants, consultants on a need-to-know basis.

9. PROCUREMENT ETHICS. The Contractor understands that a person who is interested in any way in the sale of
any supplies, services, construction, or insurance to WSU is violating the law if the person gives or offers to give any
compensation, gratuity, contribution, loan or reward, or any promise thereof to any person acting as a procurement
officer on behalf of WSU, or who in any official capacity participates in the procurement of such supplies, services,

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 construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or
organization (63G-6-1002, Utah Code Annotated, 1953, as amended).

10. USE OF NAME. Presenter authorizes WSU the right to use Presenter’s name, approved biography, approved
photograph(s) and approved likeness for solely advertising, and promotional purposes in connection with the Event. All
advertising and promotions must be pre-approved by Contractor in writing each instance.

11. UNIVERSITY MARKS, LOGOS, NAME. Contractor must obtain prior written approval from WSU for any use of
WSU’s name, logos, or marks in advertising, testimonials, or other promotional materials.
12. APPROPRIATE MATERIAL. The Contractor acknowledges that the Event will occur in Davis County and/or
Weber County, Utah, minors may be in the audience to the Event, and the material shown shall be appropriate for all
audiences according to the contemporary community standards of Davis County and Weber County, Utah.

13. RULES, REGULATIONS, AND LAWS. Contractor, employees, agents, and volunteers of the Contractor shall obey
all rules and regulations of WSU and all laws, federal or state, while on WSU property. To the extent required by the
Anti-Boycott Israel Act (see U.C.A. 63G-27-101 et al.) and any other applicable law, Contractor certifies as of the
Effective Date that it is not engaged in a boycott of the State of Israel and agrees not to engage in a boycott of the State
of Israel for the entire duration of the Agreement.

14. DRUGS AND ALCOHOL. The use of alcohol and controlled substance on WSU property is restricted. Use of
alcohol or controlled substance by Contractor, employees, agents, volunteers, or participants will not be allowed during
the Event or while such individuals are present on WSU property.

15. INDEPENDENT CONTRACTORS. Except for the contractual obligations set forth herein, WSU does not accept
any responsibility for the supervision, direction, or control of the Event or the manner, means and/or details by which
said Contractor carries out the terms of this agreement. It is understood that the Contractor signs this agreement in the
capacity of an independent contractor and not as an employee of WSU and the Contractor agrees to assume all liabilities
normally accruing thereto.

16. INSURANCE. Contractor at its sole cost and expense, shall secure and maintain adequate insurance coverage to
protect WSU from any losses or claims which may arise out of the Contractor’s services at the Event, with limits of at
least $1,000,000 per occurrence. This certificate must be provided at least 10 days prior to the Event and include WSU
as an additional insured. All Events must be approved by WSU risk management.

17. ASSIGNMENT. Contractor shall not assign or transfer services to be performed under this Agreement without the
prior written approval of WSU.

18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Utah which shall be the forum for
any lawsuit arising from or incident to this Agreement. Parties consent to such exclusive jurisdiction.

19. SEVERABILITY. If any part of this Agreement is held to be illegal, void, or unenforceable for any reason, such
holding shall not affect the validity and enforceability of any other part of this Agreement. The failure of either Party to
enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to
subsequently enforce and compel strict compliance with every provision of this Agreement.

20. CONFLICT OF TERMS. Contractor Terms and Conditions that apply must be in writing and attached to the
contract. No other Terms and Conditions will apply to this contract including terms listed or referenced on a
Contractor’s website, terms listed in a Contractor quotation/sales order, etc. In the event of any conflict in the
Agreement terms and conditions, the order of precedence shall be: 1) Special Conditions in the Weber State University
(WSU) Agreement For Performance/Event; 2) Attachment A: WSU Standard Terms & Conditions for
Performance/Event; 3) Attachment B: Sponsor Agreement 4)WSU Contract Signature Page(s); 5) WSU Additional
Terms & Conditions, if any; 6 Contractor’s proposal/bid response (incorporated into Contract by reference); and, 7)
Contractor Terms & Conditions, if any.

21. ENTIRE AGREEMENT. This Agreement including all Attachments, and documents incorporated by reference
hereunder, and the related WSU solicitation (if any) constitutes the entire agreement between the parties with respect to
the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings
between the parties, whether oral or written. Each Party acknowledges that no representation, inducement, promise or
agreement has been made, orally or otherwise, by any other Party, or anyone acting on behalf of any other Party, unless
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such representation, inducement, promise or agreement is embodied in this Agreement expressly or by incorporation.
This Agreement may only be modified or amended if the amendment is made in writing and is signed by both Parties. It
is specifically understood and agreed by the Parties that WSU may, at its discretion, attempt to fulfill the requirements of
any rider or other terms and conditions submitted by Contractor to WSU, but that such other rider or terms and
conditions is not part of this Agreement and is not binding upon WSU unless and until both parties agree in writing.

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 ATTACHMENT B

www.allamericanentertainment.com
______________________________________________________________________________________________
5790 Fayetteville Rd, Ste 200
Durham, NC 27713, USA
T 919-403-7004 F 919-882-9497
Sponsor Agreement
Date of Agreement February 23, 2024
Organization Name /
Weber State University
Company (Sponsor)
Talent Rainn Wilson
Honorarium $125,000 USD
Expenses Honorarium inclusive of travel and expenses.
Name of Event Commencement Address
Event Date Friday, April 26, 2024
Location Ogden, UT
Venue/Address Dee Events Center
Schedule General Commencement: Rainn's Motivational Speech to end the day
7:00 pm: Commencement begins
Time TBC and mutually agreed upon: Talent's Speech (20 minutes)
8:30 pm: Commencement concludes
Event Time Zone: Mountain
Audience Students, families, etc.
This Event is open to the public
Number of Attendees Capacity is 11,000
Dress code for Talent Business Casual
Press Coverage University and local media will be covering this event.
Recording The in-person session shall be livestreamed one-time only. The session is not downloadable, and not for
resale.
The event will be video recorded in its entirety for archival purposes. The recording will remain in Sponsor’s
archive only for regulatory historical purposes. Sponsor shall not have the right to broadcast, televise,
duplicate or otherwise reproduce the recording.
Additional Event Details PRE-EVENT CALL: Responsible party on Talent’s behalf to participate in one (1) 30-minute pre-event call with
Sponsor at a mutually agreeable date and time.
UNIVERSITY MARKS, LOGOS, NAME: Talent/Agency must obtain prior written approval from Sponsor for any
use of Sponsor’s name, logos, or marks in advertising, testimonials, or other promotional materials.
DRUGS AND ALCOHOL: The use of alcohol and controlled substance on Sponsor's property is restricted. Use
of alcohol or controlled substance by Talent, employees, agents, volunteers, or participants will not be
allowed during the Event or while such individuals are present on Sponsor's property.
Payment Terms Full Honorarium - $125,000 USD due May 10, 2024
Strict adherence to Payment Terms must be enforced. All monies must be paid according to due dates. Any
late payment will result in the suspension of Talent's services until payment is received (including any agreed
upon pre-Event commitments and promotion). To facilitate, Agency is able to accept payments by electronic
check, ACH, wire transfer or credit card. (For credit card payments, Sponsor is responsible for a processing
fee of approximately 3.5%).

This Sponsor Agreement is subject to all of the Terms and Conditions set forth on the attached pages, which are an integral part
of this Agreement. The representative of each Party in signing this Agreement warrants that he or she signs as a duly authorized
representative of that Party.

_________________________________ 3/11/2024
______________ _________________________________ ____________
All American Entertainment Date Weber State University Date
TERMS AND CONDITIONS

This Agreement (the "Agreement") is by and between Weber State University (hereinafter "Sponsor") and AAE Holdings Inc. d/b/a All American Entertainment
(hereinafter "Agency"). Sponsor and Agency may be referred to herein individually as a "Party" and collectively as "Parties".

1. Background & Definitions. Sponsor desires Agency to work on its behalf to retain and engage the individual(s) identified on the face of this Agreement (hereinafter
"Talent") to appear at the Event identified therein. Sponsor acknowledges that Agency is acting as a booking agent and there is no general principal/agent
relationship that exists between Agency and Talent. Talent is an independent contractor, and not an employee of Agency, and shall have the sole and exclusive
control over the means and methods of performing at the Event. No joint venture, partnership, agency, or employment relationship is created by this Agreement, and
nothing in this Agreement is intended to convey any rights or benefits upon any third party. Agency shall only have the authority to bind Talent in accordance with the
terms set forth in this Agreement.

2. Agency's Services. Agency shall use reasonable efforts and diligence to work with Talent to coordinate and facilitate Talent's appearance at the time and location
of the Event. Sponsor expressly acknowledges that Agency shall have no liability or responsibility for any acts, errors, omissions or commissions of Talent or Talent's
agents, representatives, traveling companions or any other third party. Agency is not responsible in any way for any statement or opinion expressed by Talent.

3. Term. The term of this Agreement shall begin on the date hereof and shall continue until the completion of all services. This Agreement shall remain in effect until
it is terminated as set forth below, or until both Parties have fully performed their respective obligations hereunder.

4. Breaches and Termination.

a. Sponsor acknowledges that Talent has reserved the specific day and time set forth on the face of this Agreement and, in doing so, Sponsor understands that
Talent has forgone or may forgo other significant income producing opportunities as a result of this Agreement.

b. If Sponsor cancels this Agreement for any reason other than Force Majeure 100% of the Honorarium shall be due and payable immediately. Sponsor shall also pay
or reimburse Agency for any non-refundable Event-related expenses incurred by Agency or Talent prior to cancellation.

c. This Agreement may be terminated by Agency without liability upon written notice to Sponsor if Sponsor defaults on any of its obligations hereunder and fails to
cure such default within three (3) business days after receipt of such notice. In the event of Sponsor's uncured default, (i) Agency shall have no obligation to cause
Talent to perform under this Agreement, (ii) the entire Honorarium shall be due and payable immediately to Agency, and (iii) Sponsor will also pay or reimburse
Agency for any non-refundable Event-related expenses incurred by Agency or Talent prior to termination. In addition, if, on or before the date of any scheduled event,
Sponsor has failed, neglected or refused to perform any contract for any engagement through Agency, or if the financial standing or credit of Sponsor has been
impaired or is, in Agency’s sole opinion, unsatisfactory, Agency shall have the right to demand the Honorarium forthwith. If Sponsor fails or refuses to make such
payment forthwith, Agency shall have the right to terminate this Agreement by notice to Sponsor to that effect, and to retain any amounts theretofore paid to Agency
by Sponsor, and Sponsor shall remain liable to Agency for the agreed upon Honorarium herein set forth.

5. Talent's Failure to Perform.

a. In the event of Talent's failure to perform due to illness, unforeseen emergency, transportation problems, overriding obligation or professional responsibility,
Agency shall have no liability whatsoever for expenses or losses incurred by Sponsor. In the event that Talent is unavoidably delayed, but arrives and presents his/her
program as directed by Sponsor, the engagement will be considered to have been completed as agreed, and all fees, honoraria, and other charges shall be due in full
unless otherwise agreed to, in writing, by Agency.

b. If Talent is unable to appear and perform at the Event, Agency will use good faith efforts to provide a replacement that is acceptable to Sponsor. If Agency is
unable to provide a replacement that is acceptable to Sponsor, and if Talent's failure or inability to perform is in no way related to or attributable to any act or
omission of Sponsor, its agents or representatives, then Agency will immediately refund to Sponsor any pre-paid portion of the Honorarium. Except for the
obligations set forth in this paragraph, Agency shall have no liability to Sponsor arising from Talent's failure or inability to perform, regardless of the reason for such
failure. Agency's invitation to provide a replacement or to refund the Honorarium as described in this paragraph, as the case may be, shall be Sponsor's sole and
exclusive legal and/or equitable remedy hereunder.

6. Payment.

a. All amounts due hereunder shall be made to Agency via electronic check, ACH, wire transfer or credit card. If payment is remitted via credit card, Sponsor will be
responsible for a processing fee of approximately 3.5%.

b. Taxes and Duties. Sponsor acknowledges that, in addition to the Honorarium and Other Expenses described herein, it shall be solely responsible for all duties, fees
and taxes assessed or levied by any taxing authority or country, including but not limited to excise taxes, value added taxes, sales taxes, admission taxes, user fees,
or other charges, taxes, or fees of any kind. If Sponsor is required to withhold state income tax on behalf of Talent, that amount shall be added to the total
Honorarium, resulting in the total Honorarium paid to Agency the same amount as agreed to on the face of this Agreement.

c. Other Expenses. In addition to the Honorarium, Sponsor shall be responsible for all expenses related to Talent's engagement, unless otherwise noted on the face
of this Agreement. Reasonable expenses include (i) roundtrip airfare, (ii) hotel accommodations (at a mutually agreed upon hotel), (iii) roundtrip ground
transportation in origin and event cities, (iv) all meals and incidentals, and (v) if applicable, any travel-related expenses actually incurred by Talent prior to the date of
termination or cancellation (collectively, "Other Expenses"). Unless otherwise agreed to, Agency will arrange and invoice Sponsor for Talent's airfare and ground
transportation in origin city. It is understood that all commercial transportation will be purchased only with fully refundable tickets for the agreed number of travelers
at the fare(s) in effect at the time of purchase. If Sponsor is responsible for business class airfare, and available flights do not offer business class, Sponsor will be
required to provide a first class ticket. If Sponsor is responsible for first class airfare and Talent elects to use private aircraft, Sponsor shall be responsible for the
cost of fully refundable first class airfare for the agreed number of travelers. Sponsor shall reimburse Agency for all Other Expenses due hereunder within thirty (30)
days after receipt of Agency's written invoice therefor. Sponsor will arrange and directly pay for hotel and ground transportation in event city, unless otherwise agreed
to. All ground travel must be arranged through a fully insured and commercially licensed car service operator.

7. Other Sponsor Obligations.

a. Promotion of Event. Sponsor shall not, directly or indirectly, promote or publicize Talent's appearance at the Event until (i) Agency has returned a fully-executed
copy of this Agreement to Sponsor, and (ii) Sponsor has paid the required Deposit. Talent hereby grants to Sponsor limited use of his/or her name, pre-approved
biography and pre-approved image in connection with promoting this Event from the time this Agreement is fully executed until the performance date. Talent’s name,
voice and/or likeness may not be used as an endorsement or indication of use of any product or service nor in connection with any corporate sponsorship or tie-up,
commercial tie-up or merchandising. Sponsor must inform Agency how they plan to utilize Talent's name, likeness and image for promotional purposes. All
promotional materials relating to Talent must be sent to Agency for review and are subject to Talent's prior written approval.

b. Recording. The presentation remains the intellectual property of Talent. Unless otherwise expressly set forth on the face of this Agreement, Sponsor shall ensure
that no portion of Talent's appearance at the Event is (i) recorded in any medium, including without limitation, on audio tape, video tape or film, or (ii) published,
broadcast or otherwise made available for streaming on the internet. Sponsor consents to the use of the images of its facilities and venue in any recording and/or
rebroadcasting by Talent or other authorized party of Talent’s program or any part thereof.

c. Non-Solicitation. Sponsor shall not directly or indirectly contact or communicate with Talent without Agency's prior written consent. If Sponsor desires to engage
Talent for any future appearances, speaking engagements, media events or spokesperson campaigns during the twelve (12) month period following the term hereof,
it shall contract with Agency to make arrangements.

d. Schedule and Additional Services. The schedule of events listed on the face of this Agreement represents the complete list of requirements and obligations for
Talent. Any modifications to the schedule will require written permission from Agency. Any additional services, appearances, requests or activities not expressly
contained as part of the terms of this Agreement, may require additional fees, and Sponsor shall not plan any additional appearances or activities without Agency's
prior written agreement. Any material change in the nature of the Event shall constitute a breach of this Agreement.

e. Licenses and Insurance. Sponsor shall obtain all necessary licenses and insurance in connection with hosting the Event pursuant to this Agreement and any
insurance Sponsor deems it necessary for performance of the terms of this Agreement and for purposes of insuring any and all indemnifications provided herein.
Sponsor is solely responsible for ensuring compliance with any and all local, municipal, city, state and federal laws, rules, codes and regulations necessary for
hosting the Event and ensuring the safety of the attendees and Talent. In addition to any indemnifications contained in this Agreement, Sponsor shall indemnify and
hold Agency and Talent harmless from any claims of harm to any persons or property as a result of Sponsor's failure to so comply.

f. Venue. Sponsor shall provide a well lighted heated (or cooled, as necessary) place for the performance, microphone and PA system, cold water with glass at
podium, if applicable, all in good condition, safe and suitable for the intended use, and all other necessary stage accessories and properties. Sponsor agrees to follow
all then current federal, state and local guidelines required to hold the Event.

8. Confidentiality. Sponsor agrees that the terms of this Agreement, and any documentation and correspondence relating to or arising out of this Agreement and/or
to the appearance of Talent are strictly confidential and may not be directly or indirectly disclosed to any third parties without the prior written consent of Agency.
Sponsor acknowledges that any breach or alleged breach of this confidentiality shall be deemed a breach of this Agreement by Sponsor. This paragraph shall survive
the termination or expiration of this Agreement.

9. Force Majeure. In the event that the performance of this Agreement, or any part thereof, is prevented by acts of God, wars, strikes, terrorist activity, pandemics,
epidemics or threats thereof, violent weather or similar events of force majeure, Agency, Sponsor and Talent shall not be responsible to any Party for delay in the
performance of its obligations pursuant to this Agreement. Each Party agrees to notify the others immediately upon receiving information as to the existence of a
force majeure circumstance affecting this Agreement. All Parties agree that this clause shall serve to suspend, but not excuse, all Parties from the performance of
their obligations pursuant to this Agreement, and that full performance shall occur as soon as practicable after the force majeure circumstance is no longer present.
If the Event is prevented due to a force majeure occurrence, Sponsor shall be responsible for any non-refundable expenses incurred by Agency and/or Talent and
shall pay for Talent’s expenses for the rescheduled Event.

10. Limitation on Damages. In no event shall either Party be liable to the other Party for any indirect, special, incidental, consequential or punitive damages arising
out of this Agreement or its termination, whether liability is asserted in contract, tort (including negligence) or otherwise and irrespective of whether such Party has
been advised of the possibility of any such loss or damage; provided, however, that nothing in this section shall relieve either Party of liability for damages arising out
of its intentional fraud or gross negligence or third party indemnification obligations.

11. Indemnification.

a. Each Party to this Agreement shall indemnify, release, defend and hold harmless the other Party and any of its directors, officers, employees and agents from and
against any action or threatened action, suit or proceeding arising out of or as a result of, the indemnifying Party's performance under this Agreement and against
any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, (including reasonable attorneys' fees that result from the actions or
inaction of the indemnifying Party) arising from third party claims, based directly or indirectly, relating to or arising out of the negligence, willful misconduct, breach of
contract, misrepresentation of such Party, its officers, employees, agents or representatives.
GF
b. Sponsor hereby indemnifies and holds Talent, as well as Talent’s agents, representatives, principals, employees, officers and directors, harmless from and against
any loss, damage or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Talent or any of the foregoing in connection with or
as a result of any claim for personal injury, property damage or other loss brought by or on behalf of any third party person, firm or corporation as a result of or in
connection with the Event, which claim does not result from the active negligence of Talent.
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12. Attorneys' Fees. It is the mutual intent of the Parties that in any proceeding(s) instituted by one Party against the other Party to enforce the terms of this
Agreement (including the terms of this paragraph), (i) the losing Party shall promptly reimburse the prevailing Party for all costs of collection and other expenses,
including reasonable attorneys' fees, incurred by the prevailing Party, and (ii) the terms of this paragraph be honored and enforced in such proceeding(s).
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13. Representations and Warranties. Each Party represents and warrants that its performance hereunder shall not violate any applicable law, rule or regulation, and
that its signatory below has the authority to bind such Party as set forth herein. Agency represents and warrants it has full authority and all rights necessary to offer
the services of Talent and grant the rights granted to Sponsor herein.

14. Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered to Agency at the address set forth on the first page of
this Agreement by personal delivery, or via a nationally recognized courier service, e-mail, fax, or certified or registered mail, return receipt requested.

15. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Utah, without regard to the conflicts of
law rules of Utah. The Parties further agree that the location and jurisdiction for any dispute arising under this Agreement shall be proper only in any federal or state
court located in Utah.

16. Assignment. Neither Party shall assign this Agreement or its obligations hereunder without the prior written consent of the other Party.

17. Severability. In the event any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not
be affected, impaired or invalidated thereby, and each remaining term and provision shall be binding upon the Parties.

18. Entire Agreement. This Agreement constitutes the entire agreement between Sponsor and Agency relating to the subject matter hereof and supersedes any
written or oral statement, representation, promise, inducement or understanding not set forth herein. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the same document.