TERMS OF BUSINESS

1. Payment of Fees

Fees are payable as per the structure described under payment terms in the above agreement. If you fail to make payment on time, we reserve the right to cancel the booking. This will be treated as a cancellation by you and you will have to pay us the cancellation charges detailed below in Clause 4 headed “Cancellation”. The booking fee for the artist is to remain confidential between client and Scarlett Entertainment Inc.

2. Security

PURCHASER shall arrange and be responsible for the safety and security of all AGENT personnel, auxiliary personnel, all equipment, costumes and personal property at the Site.

3. Production Elements & Labor

PURCHASER agrees to furnish at its own cost and expense all that is necessary for the proper presentation of the AGENT, including a suitable stage and venue, as well as all necessary stage hands, stage carpenters, electricians, electrical operators and any other labor as required   by any national or local union(s) to take in, hang, work and remove the entertainment presentation. Any site-specific production requirements, including but not limited to staging, rigging, truss, lighting and sound are the sole responsibility of PURCHASER, if required. This will be detailed on the
contract or the rider.

4. Creative Control

AGENT shall have the sole and exclusive control over the production, presentation and performance of the Engagement hereunder, including but not limited to the details, means and methods of the performance. AGENT shall have sole and exclusive control over all casting/ personnel decisions for the Engagement.

5. Intellectual Property,

Copyright and Advertising
PURCHASER expressly acknowledges AGENT’s intellectual property rights in and to the
Engagement and agrees that it will do nothing inconsistent with such ownership. PURCHASER is
expressly prohibited from and must obtain prior written permission of AGENT for any use, sale or
other exploitation of AGENT’s intellectual property rights in and to the Engagement, including but
not limited to any and all reproductions, in whole and/or part, of the Engagement in any and all
forms. If you choose to advertise and/or market the Artist/Event/Performance without first
seeking our prior written agreement and/or approval from us then you agree to provide us with a
complete indemnity in respect of any potential claims by any third party for unlimited
consequential losses and/or damages. All copyright and other intellectual property rights relating
to the Artist’s performance and any material used by the Artist during the performance remain
vested in the Artist. No electronic or other recordings of the Artist’s performance can be made
without our prior consent. Where consent for recording is given copies of such recording must be
supplied to Scarlett Entertainment Inc.
6. Disturbance During Performance

It is accepted that you the PURCHASER are responsible for the actions of the audience/ delegates.
In the event of any disturbance e.g. (but not limited to) unreasonable background noise, throwing
of missiles, failure of P.A. system, continual abuse under or not under the influence of alcohol the
AGENT is entitled to decrease their performance time. In this event the PURCHASER will remain
liable for the full artist’s fee.
7. Taxes/Union Requirements/Royalties
PURCHASER agrees to pay directly any and all fees, levies and taxes including, without limitation,
amusement, income or franchise taxes (other than AGENT’s ordinary Federal and State of
Residence income taxes) and any taxes imposed on AGENT or SCARLETT ENTERTAINMENT INC
by any state or local or municipal government or authority, and that all payments shall be without
deduction and free of such taxes, fees and levies. PURCHASER shall comply with all regulations
and requirements of any union or unions that may have jurisdiction over any of the materials,
facilities and personnel to be furnished by PURCHASER. PURCHASER shall also be responsible
for any/all ASCAP or BMI royalties in connection with AGENT’s performance at Engagement.
8. Insurance
PURCHASER agrees to provide not less than one million dollars ($1,000,000) per occurrence
commercial general liability insurance (including, without limitation, coverage to protect against
any and all injury to persons or property as a consequence of the Site and the installation of the
production equipment and instruments provided by PURCHASER and/or its employees,
contractors and agents). PURCHASER warrants that such policy shall include Scarlett
Entertainment INC and ARTIST as additional insured’s for the duration of the Engagement and
any rehearsal(s).
9. Force Majeure
(a) A "Force Majeure Event" is defined as one or more of the following causes which renders
performance impossible, impracticable, or unsafe: death, illness of, or injury of AGENT's key
personnel; theft, loss, destruction, or breakdown of equipment owned or leased by AGENT; fire;
threat(s) or act(s) of terrorism; riot(s) or other form(s) of civil disorder in, around, or near the
Performance(s) venue; strike, lockout, or other forms of labor difficulties; any act, order, rule, or
regulation of any court, government agency, or public authority; act of God; absence of power or
other essential services; failure of technical facilities; failure or delay of transportation not within
AGENT's reasonable control; inclement weather; and/or any similar or dissimilar cause beyond
AGENT's or PURCHASER's reasonable control. 
(b) If a Force Majeure Event occurs, the parties' respective obligations hereunder will be excused
fully, without any additional obligation, and each of the parties shall bear its own costs incurred in
connection with this Agreement. Travel and accommodation already booked will also remain the
burden of the PURCHASER and costs for this cannot be claimed back from the AGENT or ARTIST.
(c) Notwithstanding the foregoing, if AGENT is ready and willing to perform, PURCHASER will pay
AGENT the full amount of the guarantee set forth in this Agreement.
(d) If ARTIST is unable to depart city of venue after the ENGAGEMENT due to flight cancellation,
or flight unavailability caused by onsite delays in ARTIST's performance schedule or failure to get
to the city of Engagement airport on time due to local traffic or delays in PURCHASER-provided
ground transportation, PURCHASER shall be responsible for providing additional hotel
accommodations and per diem allowances, in accordance with the terms and rates agreed upon in

this contract. ARTIST shall make best efforts to depart city of venue as soon as reasonably
possible in an effort to limit PURCHASER’s costs.
10. Cancellation
(a) If you wish to cancel your booking you must send us Notice of Cancellation in writing by email
or by recorded delivery post. Any cancellation will take effect on the day we receive your written
instruction.
(b) If you fail to make payment to us in accordance with this agreement, we may regard this as a
cancellation by you.
(c) If you cancel the booking after the Artist has confirmed acceptance of the engagement, you will
be liable to pay Scarlett Entertainment INC a charge to compensate for any losses and expenses
incurred as a result of the cancellation. The nearer the cancellation date is to the engagement
date, the greater the charge will be. The sums payable are:
Time before engagement date Cancellation charge (as a % of total booking fee) More than 90 days
50% 1- 90 days 100%
11. Scarlett Entertainment Inc Acts only as an agent
SCARLETT ENTERTAINMENT INC acts herein only as AGENT and is not responsible for any act of
commission or omission on the part of AGENT or PURCHASER. In furtherance thereof and for the
benefit of SCARLETT ENTERTAINMENT INC, it is agreed that neither PURCHASER nor AGENT
will name SCARLETT ENTERTAINMENT INC as a party in any civil action or suit arising out of, in
connection with, or related to any acts of commission or omission of PURCHASER or AGENT.
12. Indemnification
PURCHASER shall indemnify, protect, and hold AGENT, AGENT's accountants, attorneys, agents,
and their respective contractors, employees, licensees, and designees (collectively, the
"Indemnified Parties") harmless, from and against any claim, demand, action, loss, cost, damage, or
expense whatsoever (including, without limitation, reasonable attorneys' fees) arising out of or in
connection with the Performance, including, but not limited to: (a) any claim, demand, or action
made by any third party, as a direct or indirect consequence of the Performance; (b) any and all
loss, damage, and/or destruction occurring to AGENT's and/or their respective employees',
contractors', or agents' equipment at the place of the Performance, including, but not limited to,
damage, loss, or destruction caused by forces beyond the parties' control; (c) a breach or alleged
breach of any warranty, representation, or agreement made by PURCHASER hereunder in
connection with the Performance, including, without limitation, any failure by PURCHASER to
perform any agreement entered into between PURCHASER and any third party; and (d) damage
or injury to any patrons, or the venue, or any fixture or personal property therein, caused by fans
or any others not engaged by AGENT.
For the avoidance of doubt, no claim, deduction, or offset will be made by PURCHASER in respect
of same, unless proof of such damage and the cause thereof is provided to AGENT, and AGENT
expressly agrees to such claim, deduction, or offset in writing.
13. No Partnership
PURCHASER acknowledges that AGENT signs this Agreement as an independent contractor and
not as an employee, and agrees that nothing in this Agreement shall be construed so as to treat or
consider PURCHASER and AGENT to be a partnership or joint venture, or that AGENT shall be

liable in whole or in part for any obligation that may be incurred by PURCHASER in PURCHASER’s
carrying out any of the provisions hereof or otherwise.
NO ASSIGNMENT: PURCHASER shall not have the right to assign this Agreement, or any
provision hereof.
14. Limited Liability
Under no circumstances will AGENT be liable to PURCHASER or any third party in contract, tort,
or otherwise, for any indirect, incidental, special, consequential, punitive, exemplary, or similar
damages that result from the parties' performance or non-performance hereunder,  including but
not limited to loss of revenue or lost profits, even if AGENT has been advised of the possibility of
such damages.
15. Compliance with Law
Nothing in this Agreement shall require the commission of any act contrary to law or to any rules 
or regulations of any union, guild, or similar body having jurisdiction over the service and 
personnel to be furnished by AGENT to PURCHASER hereunder and wherever there is any
conflict between any provision of this Agreement and any law, rule, or regulation, such law, rule or
regulation shall prevail and this Agreement shall be curtailed, modified or limited only to the
extent necessary to eliminate such conflict.
16. Warranties
The warranties set forth in this section are the only warranties made by AGENT. AGENT makes no
other warranties of any kind, express or implied, in connection with the performance.
AGENT hereby expressly disclaims any implied warranties arising from a course of dealing or
course of performance. Except as set forth herein, no oral or written information given by AGENT,
or their respective employees, affiliates, or agents will create a warranty or representation and
purchaser expressly acknowledges that it has not entered into this agreement in reliance upon any
alleged representation or warranty of AGENT or any of its employees, affiliates, agents or
representatives.
17. Complete Agreement
This Agreement (including the Rider, if applicable) constitutes the sole, complete and binding
agreement between the parties hereto. This Agreement may not be changed, modified or altered
except by instrument in writing signed by the parties. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to its application of choice of 
laws. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall
be settled by arbitration in State of New York. The parties hereto agree to be bound by the award
of such arbitration and judgment upon the award may be entered in any court having jurisdiction
thereof.
18. Authority to Sign
Each party represents and warrants that it has the right and authority  to enter into this
Agreement, and that by entering into this Agreement, it will not violate, conflict with, or cause a
material default under any other contract, agreement, indenture, decree, judgment, undertaking,
conveyance, lien, or encumbrance to which it is a party or by which it may become subject.
19. Booking and Reservations

If you make the relevant and/or necessary booking arrangements for Artists for travel (including
baggage and transfers) and accommodation then you will provide us with details of those bookings
and/or reservations as soon as they are available and you will accept liability and provide us with a
complete and full indemnity for any loss, liability or costs (including legal costs) incurred by us as a
result of any act, omission or default by you or any third party engaged or instructed by you. If the
ARTIST is unable to travel due to reasons of Force Majeure as identified in term 9, the
PURCHASER is still liable for all costs concerning the travel and accommodation aspects of the
booking.
20. Notices
All notices under this Agreement shall be in writing and delivered to you or to us at our respective
addresses specified in the Booking Agreement, by first class post, EMAIL or personal delivery.
Notices by post shall be deemed and notices by facsimile and personal delivery shall be deemed to
have been delivered within 24 hours of transmission or such personal delivery as applicable.
21. Complaints
In the event of a dispute or complaint from either the AGENT or the PURCHASER, any issue must
be put in writing within 48 hours. The Agent will act as mediator and aim to reach an agreeable
solution between both parties. Third party statements should be obtained where possible to back
up any claim. If the matter cannot be resolved or an agreement reached, then both parties should
seek legal advice.