Background

The Company is a private live music buyer lead referral agent. The Band is engaged in the business of providing live music. The Company desires to be engaged by the Band, and the Band desires to engage Company, as an outside independent private referral agent on the terms set forth herein.

Statement of Agreement

1. The Company's Business
The Company is engaged in providing prospective live music buyer lead referrals for the Band. The Company is committed to and expects from the Band, a high level of competency, cooperation, loyalty, integrity, initiative and resourcefulness.

2. Services to be Rendered
Company will act as an independent outside referral consultant for the Band and, as such, will be responsible to perform those services.

3. Appointment
Band hereby appoints Company, and Company hereby accepts appointment, as an independent Company to provide referrals to Band, under and subject to the terms and conditions of this Agreement.

4. Term; Termination
The initial term of this Agreement is for a period of one year. This Agreement automatically renews for successive one-year periods unless terminated as follows:
(a)
by either party giving not less than 60 days written notice of cancellation prior to the end of the then current term; or
(b)
by Company upon 10 days written notice to Band of a breach of this Agreement or failure
to comply with any of the directions established by Company from time to time or for other good cause determined in good faith by the Company.
(c)
The Company may terminate this Agreement without cause at any time by written or notice to the Band via electronic mail

5. Independent Company Status
Company is engaged solely as an independent Company and not as an employee, partner, or otherwise of Band, and no employer/employee, partnership, or other relationship is created or inferred by this Agreement. Company has no authority, actual, apparent, or implied, to act for on behalf of Band or to bind Band in any contract, in any manner, without the express written approval of Band.

6. Solicitation/Right to offer Services/Arrangements
Solicitation. Band acknowledges and agrees that Company is referral service. During the term of this Agreement and immediately following the period during which a Band last performed services for a live music buyer lead under this Agreement, Company shall, directly or indirectly, for itself, or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, shareholder, partner, member, officer, director, sole proprietor, or otherwise, without Band's prior written consent, (i) solicit, participate in or promote the solicitation of such live music buyer lead, and (ii) offer services, or otherwise engage such live music buyer lead.

7. Confidential Information
During the course of the relationship, Band will learn information about the Company, which information would be advantageous if known by the competitors of the Company, or otherwise used in competition with the Company. Band therefore agrees that he will not, during or after the termination of his relationship (for any reason), communicate or divulge to or use for his benefit or for the benefit of any person, corporation, partnership or entity, any information concerning its Prospective live music buyer leads and prospects, the conducts and methods of the business, pricing information, and sales information of the Company, or any other information of the Company, or any other information obtained by him in the course of his relationship pertaining to the business of the Company. Such information is and will remain the exclusive property of the Company. Band further agrees that information obtained by him during his relationship with the Company is a "trade secret" as the term defined by Massachusetts law, or by the laws of any state declared applicable by a Court of competent jurisdiction. Band agrees that the provisions herein under section 7 are reasonable, fair, and equitable, and that the enforcement of such provisions shall not create an undue hardship or interfere with Band's ability to make a living.

8. Name and Likeness
Band hereby grants Company permission and a worldwide non-exclusive license to use your name(s), group name, location(s), services, approved photograph and/or likeness(es) and biographical materials solely in connection with the promotion, marketing and advertising of the Band and Company.

9. Obligations of Band
At all times during the term of this Agreement, Band must:
(a)
Lawful performance. Fully comply with all local, state, and federal laws, rules, and regulations affecting Band's business and the services performed by him hereunder
(b)
Insurance. Obtain and maintain in full force and effect all bonds and insurance required by law or regulation
(c)
Cooperation. Cooperate with the Company and comply with all other reasonable requirements and requests of the Company or deemed necessary by it for the proper performance of the Company or Band or its or his representative's respective obligations or undertakings
(d)
Payment. A referral fee of $150 (One Hundred Fifty Dollars) US Currency payable to Company out of (deposits) received from the prospective live music buyer lead.

10. Obligations of Company
Company will:
(a)
Provide Band with prospective live music buyers, as Company deems appropriate;
(b)
Provide other assistance to Band as Company deems reasonable and appropriate.

11. Governing Law
This Agreement was negotiated and entered into in the State of Massachusetts. The Company's office is in Massachusetts, as are all of the records, including those relating to this Agreement. The parties agree that all questions relating to the performance hereunder respecting any party hereto must be judged and resolved in accordance with the laws of the State of Massachusetts. The invalidity or unenforceability of any provision hereof in no way affects the validity or enforceability of any other provision of this Agreement. For any lawsuit related to this Agreement, the proper venue of hearings shall be Plymouth County, Massachusetts.

12. Arbitration
If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. All expenses of the mediation, including required traveling and other expenses or charges of the mediator, shall be borne equally by the parties unless they agree otherwise. The expenses of participants for either side shall be paid by the party requesting the attendance of such participants. If dispute is not settled by Mediation, both parties agree that any dispute or claim between Band and Company arising out of or relating to the Service or Web Site provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in Boston, Massachusetts in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators must be entered in the state and federal courts of Suffolk County, Massachusetts. All claims shall be arbitrated individually and Band will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. The arbitrator shall have no authority to award punitive damages. Band acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

13. Binding Agreement
The rights and obligations under this Agreement inure to the benefit of and are binding upon the representatives, heirs, successors, and assigns of the parties. Furthermore, all covenants and obligations of, and restrictions on Band hereunder, are also binding upon all employees, agents and representatives of Band, and any breach or violation of them is deemed a breach or violation by Band. This Agreement, or any part of it, may be not be assigned without the written approval of the other party.

14. Entire Agreement; Modification
This Agreement contains the entire understanding of the parties and supersedes any prior understandings or Agreements. The Agreement may be changed only by the Agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

15. Indemnification
Band agrees to refrain from any act or omission that may result in the loss of a prospective live music buyer lead or another Band to the Company. Band must indemnify, defend (with counsel chosen by Company), and hold harmless the Company, and its owners, agents, employees, successors and assigns from and against any and all claims, losses, damages, liabilities, actions, costs and expenses, including, but not limited to, reasonable legal fees and expenses, paid or incurred by Company and arising directly and indirectly out of:
(a)
any breach of this Agreement by Band,
(b)
any breach by Band of written policies or standards of the Company, or
(c)
any other act or omission of Band, his agents, or representatives.

16. Release
Band hereby fully and completely releases, discharges, and holds harmless the Company from any and all claims, suits, damages or losses, of any nature whatsoever, including but not limited to claims of personal injury, whether known or unknown, foreseen or unforeseen, arising from or in any way related to the rendering of services by Band to the Company as described herein (excluding any claims for compensation for the services described herein).

17. Representation of Band
Band hereby represents and warrants that Band is not a party to any covenant not to compete or non-solicitation Agreement which would prohibit, restrict, or in any way impair his ability to enter into this Agreement.

IN WITNESS WHEREOF, the parties have entered into this lead referral Agreement as of the date set forth above.


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Signatory Musician

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Printed Name

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Date

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Candido Bretto for Partybands.com

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Date

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