user agreement 1. Definitions 1.1. Slot length shall mean the length of the time slot during which the Company has the use of the theatre space for the purposes of getting-in, the admission of the audience, performing the production and getting-out. This time slot is subject to scheduling by The Wildish Theater as set out hereunder. 1.2. Completion of get-out time shall mean the time by which the Company is to have completed its get-out after its performance, and have ensured that the theatre space s auditorium, stage and technical areas are clear, clean, in good order and ready to receive the next company to the satisfaction of The Wildish Theater. 1.3. Gross box office receipts shall mean the total box office receipts received in respect of the Company s performances of this production at the theatre space, to include receipts received from all points of sale, including the Company s box office, if it has one, and The Wildish Theater box offices, and shall be the sum of all receipts before any deductions for commission or for other purposes have been made. 1.4. Guarantee shall mean the minimum amount the Company shall be charged in respect of the Company s performance of this production at the theatre space. 1.5. Share or Total Fee shall mean the maximum amount the Company may be charged based on a percentage of gross box office receipts. 1.6. The Parties shall mean the Company and The Wildish Theater, as parties to this agreement. 1.7. Any reference in this agreement to a section, clause or sub-clause without further designation is to be construed as a reference to the section, clause or sub-clause of this agreement so numbered. 1.8. Any headings do not form part of this agreement and must not be taken into account in its construction or interpretation. 1.9. Words importing one gender shall include all other genders, words importing the singular shall include the plural and vice versa, and words importing persons shall be construed as importing a corporate body or a partnership and vice versa. 2. Payments of Sums Due 2.1. In addition to the guarantee, The Wildish Theater may request payments on account of additional facilities or services requested by the Company or on account of additional sums due under this contract. Any such payments on account or other sums due will be payable as notified to the Company by The Wildish Theater. 2.2. If any part of the guarantee shall still remain unpaid after its due date as set out in clause III of this agreement, or any payments on account or other sums due to The Wildish Theater shall remain unpaid after their due date, The Wildish Theater may suspend the provision of facilities or services to the Company without notice, and may prohibit the Company from entering the venue or performing in the theatre space. 2.3. The balance of the rental fee less any sums already paid by the Company to The Wildish Theater plus any surcharges levied or other sums due hereunder plus any sums due to The Wildish Theater or for which The Wildish Theater shall be liable in respect of goods and services used by or supplied to the Company in connection with its appearance in Springfield howsoever arising whether under this agreement or otherwise (such balance to be known as the total deductions ) will be deducted by The Wildish Theater from the gross box office receipts. Should the Company s gross box office receipts prove insufficient to pay the total deductions, the outstanding balance shall be payable on demand. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 1
2.4. The Company hereby specifically authorizes The Wildish Theater to charge any sum due to The Wildish Theater under this agreement to any credit, debit or charge cards or any direct debit arrangements of which details have been supplied to The Wildish Theater by the Company. 2.5. In the event of any cancellation of any performance or performances, for whatever reason, no refund of any monies paid by the Company to The Wildish Theater will be available, and the Company will still be liable for payment in full in accordance with clauses II and III of this agreement. 2.6. Should the Company cancel any performances, fail to give at least the agreed minimum number of performances or fail to complete any performances, then the Company will be liable to pay an amount in excess of the guarantee but no more than the full potential rental from such cancelled or incomplete performances on a sell-out basis, such amount to be determined by The Wildish Theater, plus The Wildish Theater fees and costs for cancellation. 3. Ticketing 3.1. The Wildish Theater will act as the sole agent of the Company in selling tickets for the production at its box offices (including any internet and telephone booking facilities it operates) and in making tickets available for sale at third party box offices at its sole discretion and under its sole control. The Company agrees that tickets shall not be sold by the Company nor by any third parties unless specifically authorized by The Wildish Theater, and that The Wildish Theater and not the Company shall be responsible for all liaison with third party box offices. The Wildish Theater will pass to the Company s account third party commissions and other charges incurred in connection with third party ticket sales for the production. The Wildish Theater may at its discretion pass to the Company s account any bank or card processing commission or charges incurred in respect of tickets for the production sold at its own box offices, and may at its discretion levy a commission to the Company on sales at its own box offices. 3.2. The pricing of tickets is subject to the final decision of The Wildish Theater, who may allow concessionary prices to children, students, senior citizens, the disabled and any other group at their discretion, and may charge ticket purchasers such booking, handling, membership or other fees or commissions as they require. The Wildish Theater reserve the right to participate in any group booking, discounted booking, season ticket, pre-pay or other ticketing schemes at their sole discretion. 3.3. The Wildish Theater reserve the right to issue complimentary tickets at their discretion. Complimentary tickets will only be available to the Company by prior arrangement with The Wildish Theater. Subject to this, the Company s company manager may arrange up to four complimentary tickets per performance with The Wildish Theater box office manager. The Wildish Theater reserve the right to surcharge the Company at the full price value for complimentary tickets obtained for the Company s use in excess of this number and also for the cost of printing complimentary tickets for the Company s use. 3.4. The Wildish Theater undertakes to bank the Company s box office receipts including monies received from third party box offices into their box office client account. The Wildish Theater may transfer or withdraw from the said client account such sums as may be due from Company to The Wildish Theater or for which The Wildish Theater shall be liable in respect of goods and services used by, requested by or supplied to the Company in connection with its appearance in Springfield howsoever arising whether under this agreement or otherwise. 3.5. The Wildish Theater undertakes to pay over to the Company its box office receipts after settlement of the total deductions within one month of receipt of final cleared funds from third party box offices or so soon after as is practicable, subject to The Wildish Theater rights under this agreement. A full sales breakdown will be provided along with the payment in settlement of box office income. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 2
3.6. The Wildish Theater reserves the right to withhold payment of the Company s box office receipts in the event of nonsettlement of any outstanding debts due to The Wildish Theater from the Company, or for which The Wildish Theater shall be liable in respect of goods and services used by, requested by or supplied to the Company in connection with its appearance in Springfield howsoever arising whether under this agreement or otherwise, until such time as the said debts have been settled in full. 4. Marketing, publicity, recording, merchandising and sponsorship 4.1. The Wildish Theater will seek to provide the following means of marketing and publicity, subject to clauses 4.2 to 4.14 below and to receipt of suitable copy and images from the Company within such time limits as may be specified by The Wildish Theater: 4.1.1. A press and marketing department to promote and publicize the The Wildish Theater season as a whole, who will also assist the Company in the planning of their press and marketing campaign. The press and marketing department will seek to respond to press enquiries received by The Wildish Theater on behalf of the Company as far as is reasonable and practicable. 4.1.2. Inclusion in The Wildish Theater print material and website, to the extent determined by and subject to the procedures of The Wildish Theater. 4.1.3. Inclusion in The Wildish Theater season press information, to the extent determined by and subject to the procedures of The Wildish Theater. 4.1.4. Display of marketing material at the venue, to the extent determined by and subject to the procedures of The Wildish Theater. 4.1.5. Such other means of marketing and publicity as are deemed appropriate by The Wildish Theater. 4.2. The Wildish Theater reserves the right of editorial control over any web page, poster, leaflet, brochure, press release or other publicity item issued by the Company, and the right of approval over any publicity event or campaign carried out by or on behalf of the Company in connection with its appearance at The Wildish Theater. The Company must submit all such items, events or campaigns for approval by The Wildish Theater in accordance with The Wildish Theater s procedures prior to the production, distribution, execution or action of any such items, events or campaigns. Subject to this, the Company is fully responsible for the marketing and publicizing of its production. 4.3. The Company s entry and any of the Company s advertising in the Springfield and Eugene local media are subject to the editorial control of The Wildish Theater. The Company shall provide The Wildish Theater with a full copy for its proposed press releases as and when requested by The Wildish Theater, who will forward the entry to local media outlets once The Wildish Theater has made any amendments it requires. If the Company takes advertising in the local print media, this must be submitted to The Wildish Theater in accordance with The Wildish Theater procedures. While The Wildish Theater will use its best endeavors to see that the Company s entry and any advertising is included and is correct in the local media, The Wildish Theater shall not be liable for any inaccuracies, errors or omissions or delays in regard to local media entries or advertising. 4.4. The Company is not guaranteed any particular level of coverage or inclusion in The Wildish Theater publicity campaigns, material or displays, the management of such campaigns, material and displays being under the control of The Wildish Theater. Display facilities at the venue or arranged by The Wildish Theater are under the control of The Wildish Theater, and the Company may not display any item or place any marketing material inside or outside or adjacent to the venue or at or adjacent to a facility arranged by The Wildish Theater without The Wildish Theater s permission. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 3
4.5. The Company shall provide The Wildish Theater with their proposed ticket prices, copy and images for The Wildish Theater s season brochure and website, and with proposed material for use in The Wildish Theater s season press releases, as and when requested by The Wildish Theater. 4.6. The Company will also be responsible for the provision of any other form of publicity material or copy and information about the production and Company for the use of The Wildish Theater as and when required, including but not limited to a full copy of the script to be performed, company background and performance record, biographies of the cast and creative team, and press photos. 4.7. The Company shall follow the house style determined by The Wildish Theater in any posters, leaflets, handbills, brochures, stickers, clothing, web pages, press releases, advertising or other publicity item produced by the Company, and shall include such information, logos, copy or typeset text as The Wildish Theater shall require. 4.8. The Wildish Theater reserves the right to change the final names given to the designated theatre space and the venue from those in this agreement. In its publicity the Company shall use only the venue name, and not the theatre space name (i.e., main stage or green room ). 4.9. The Wildish Theater reserve the right to surcharge the Company for late or non-submission of publicity material or for the breach of any of The Wildish Theater s editorial decisions, guidelines or house style in the Company s publicity material. The decision as to whether the said material is in breach shall be The Wildish Theater s entirely. In the event of such breach, The Wildish Theater reserves the right to require the Company to recall, destroy, correct, amend, reproduce, reprint or replace the said publicity material at their discretion. 4.10. All television, radio or other recording of the Company s performances is subject to the approval of The Wildish Theater, who may charge a fee to the Company for such recording. Approval will not be unreasonably withheld or fees charged in the case of recording by recognized press organizations for which the Company does not itself receive a fee. 4.11. The Company consents to publicity material, images and recordings of its productions and its members being used in The Wildish Theater s own publicity and informative material and campaigns and for the purposes of the management of its organization. This applies whether the said material or images have been taken, created or designed by the Company its staff or contractors, in which case the Company agrees to ensure that the necessary copyright consents are in place, or by The Wildish Theater or third parties. 4.12. The Company may not sell or advertise merchandise or other material at or in the vicinity of the venue without the permission of The Wildish Theater. In the absence of a written agreement to the contrary, The Wildish Theater s commission rates on merchandise are 15% on any material sold by the Company s staff, and 25% on any material sold by The Wildish Theater s staff, and merchandise stalls set up by the Company are subject to the approval of The Wildish Theater and must be set up no earlier than and taken down no later than 60 minutes either side of the performance time. 4.13. The Company shall not address or canvas opinion (including but not limited to audience surveys) from the audience or invite the audience to agree to join a mailing list or receive marketing material without prior consent of The Wildish Theater. It is a condition of any consent that the results and/or customer data are made available to The Wildish Theater. 4.14. All sponsorship of the Company or any part of its appearance in Springfield is subject to the approval of The Wildish Theater, who shall have the right of veto of any sponsor it deems incompatible with its own sponsorship or otherwise unsuitable. 5. Scheduling 5.1. The exact scheduled details of the Company s slot including venue, designated theatre space, dates, get-in time, performance start and finish times, and completion of get-out time, shall be determined by The Wildish Theater and shall be confirmed to the Company as soon as is practicable after The Wildish Theater has completed programming. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 4
5.2. Scheduled details are subject to alteration by The Wildish Theater at any time. The Company is advised that the overrunning of productions earlier in the day may cause a delay to the scheduled timings. 5.3. In the event of the production being performed by the Company overrunning its slot, subject to paragraph 5.5 below, The Wildish Theater reserve the right to increase the basic rental fee by $10 for each minute of over-run. Part minutes will be rounded up to a full minute. 5.4. The Wildish Theater decision as to the extent to which the production shall be deemed to have over-run is final. Subject to this, a production shall not be deemed to have over-run unless it has exceeded the length of its total slot time, from start of get-in to end of get-out; where a previous production has over-run, and consequently delayed the subsequent productions, the subsequent productions shall only be deemed to have over-run if they have increased the amount of the delay. 5.5. In the event of continued overrunning, The Wildish Theater reserves the right to require the Company to refrain from performance until The Wildish Theater can be satisfied that the production will run to its allotted time. 6. Staffing 6.1. The Company will provide a full and efficient company for its production. Save as set out below, The Wildish Theater is not responsible, nor will they at any time assume responsibility for the staffing of the Company s production except by express written agreement to the contrary. 6.2. The Wildish Theater will provide the following venue staff when the venue is open to the public: a duty manager, a duty technician, and box office, concessions, and front of house staff such as The Wildish Theater shall consider appropriate. 6.3. The Company will provide sufficient competent personnel to assist with ticket-tearing and the admission of the audience into the auditorium. During performances one of these personnel may be required to remain inside the theatre space on each level of the auditorium and another of these personnel may be required to remain outside the theatre space for general ushering and emergency evacuation purposes. Such persons will be under the direction of The Wildish Theater. The Company is also responsible for the provision of sufficient competent technical staff to operate their production and to complete get-ins and get-outs within the time allotted under clause I of this agreement. 6.4. If requested by the Company, The Wildish Theater may at its discretion provide ushering and technical staff as described at 6.3 above to the Company. Unless agreed otherwise in advance in writing, this will be charged at The Wildish Theater s standard rate. 6.5. The Wildish Theater reserves the right to supplement the Company s ushering and technical staff described at 6.3 above with The Wildish Theater s own staff should The Wildish Theater believe that the Company is providing or may provide insufficient or incompetent staff. In this case The Wildish Theater will surcharge the Company for staff supplied, at a rate to be set by The Wildish Theater. 7. Technical Facilities 7.1. Lighting: 7.1.1. For theatre productions or those requiring a set and specialized lighting (designated P1 ), The Wildish Theater will provide one focused lighting general cover for the theatre space that may be refocused at the Company s discretion. A selection of standard gels, barn doors, and other lighting accessories is provided for the Company s use and may be changed at the discretion of the Company. A lighting plan and instrument schedule will be made available to the Company by The Wildish Theater prior to the Company s tech rehearsal. Additional lighting equipment may be arranged in advance for the Company s use at the discretion of The Wildish Theater. An extra charge may be levied for such equipment. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 5
7.1.2. For music productions or those not requiring a set (designated P2 ), The Wildish Theater will provide one permanently focused lighting general cover for the theatre space. Up to five (5) instruments may be designated as moveable by The Wildish Theatre and may be refocused at the company s discretion. Gels may be changed at the discretion of The Wildish Theater. A lighting plan and instrument schedule will be made available to the Company by The Wildish Theater prior to the Company s tech or dress rehearsal. Additional lighting equipment may be arranged in advance for the Company s use at the discretion of The Wildish Theater. An extra charge may be levied for such equipment. 7.1.3. For presentations that do not require a set or specific staging (designated P3 ), The Wildish Theater will provide one permanently focused lighting general cover (unmovable) for the theatre space. Gels may be changed at the discretion of The Wildish Theater. A lighting plan and instrument schedule will be made available to the Company by The Wildish Theater prior to the Company s first performance. Additional lighting equipment may be arranged in advance for the Company s use at the discretion of The Wildish Theater. An extra charge may be levied for such equipment. 7.2. The Wildish Theater will provide a sound system in the theatre space, to include: 2 - wireless handheld, 2 - wireless lavalier, 4 - Astatic 77 condenser mics, 2 - Shure SM 58 dynamic mics, 4 - Boundary mics, 4 - Hanging mics, 2 - CD/ DVD players, 1 - cassette tape player, back stage monitoring, a mixing facility, amplification and speakers. Additional sound equipment for the Company s use may be arranged in advance at the discretion of The Wildish Theater. An extra charge may be levied for such equipment. 7.3. The Wildish Theater will provide limited space for the storage of sets, props and costumes. Storage space will be allocated by The Wildish Theater. The Company undertakes to comply with The Wildish Theater s directions as to storage. The Wildish Theater reserves the right to surcharge the Company for non-compliance with such directions at their discretion, and to require the Company to remove articles of set, props or costume from the venue after each individual performance slot. 7.4. The Wildish Theater will provide limited dressing room space, equipped with lighting and mirrors. Dressing rooms may be shared between companies. The Wildish Theater will provide the Company with access to the dressing rooms for tech and final dress rehearsals as well as for performances. 7.5. The Wildish Theater will provide the Company with access to the green room for all rehearsals as well as for performances. 7.6. Rehearsals: Tech, Final Dress, and Run Throughs 7.6.1. For productions requiring a set and full technical rehearsal ( P1 ) as determined by the Company and the Wildish Theatre: 7.6.1.1. The Wildish Theater will provide the Company with a four-hour technical rehearsal slot and also a four-hour dress rehearsal slot and a run through slot equal to the length of time of the performance slot. Technical and dress rehearsal slots will be on dates of The Wildish Theater s choosing prior to the Company s first performance and will typically be from 6 PM to 10 PM the nights immediately preceding the Company s performance, if the Company s regular performance time is in the evening. If the Company is unable to meet the time offered by The Wildish Theater, they forfeit the right to their technical or dress rehearsal slot. The Wildish Theater may make available additional technical rehearsal time to the Company for which an additional charge may be levied. The Company is responsible for the efficient use of its technical and rehearsal time. All technical and dress rehearsal time is made available subject to the operational requirements of The Wildish Theater and Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 6
may be amended or withdrawn at the discretion of The Wildish Theater. The Company undertakes to comply with The Wildish Theater schedules and not to over-run its technical or dress rehearsal slot. 7.6.2. For productions requiring limited set and tech ( P2 ) as determined by the Company and the Wildish Theatre: 7.6.2.1. The Wildish Theater will provide the Company with a three-hour technical rehearsal and a three-hour dress rehearsal slot. The slots will be on a date of The Wildish Theater s choosing prior to the Company s first performance and will typically be from 6 PM to 10 PM the preceding nights before the company s first performance, if the Company s regular performance time is in the evening. If the Company is unable to meet the time offered by The Wildish Theater, they forfeit the right to their technical or dress rehearsal slot. The Wildish Theater may make available additional technical rehearsal time to the Company for which an additional charge may be levied. The Company is responsible for the efficient use of its technical and rehearsal time. All technical and dress rehearsal time is made available subject to the operational requirements of The Wildish Theater and may be amended or withdrawn at the discretion of The Wildish Theater. The Company undertakes to comply with The Wildish Theater s schedules and not to over-run its technical or dress rehearsal slot. 7.6.3. For productions with no set and limited tech ( P3 ) as determined by the Company and the Wildish Theatre: 7.6.3.1. The Wildish Theater will provide the Company with a one hour production meeting with the Wildish Technical director. The meeting will be on a date of The Wildish Theater s choosing prior to the Company s first performance and will typically be during the regular work day. If the Company is unable to meet the time offered by The Wildish Theater, they forfeit the right to their production meeting. The Wildish Theater may make available additional technical rehearsal time to the Company for which an additional charge may be levied. The Company is responsible for the efficient use of its production meeting time. Any additional technical and/or dress rehearsal time is made available subject to the operational requirements of The Wildish Theater and may be amended or withdrawn at the discretion of The Wildish Theater. The Company undertakes to comply with The Wildish Theater s schedules and not to over-run its technical or dress rehearsal slot. 7.7. The Company will provide The Wildish Theater with accurate information about the production and any technical requests or requests for additional staffing or facilities or time, and all necessary risk assessments, and when required by The Wildish Theater. 7.8. In the event of any breach of any of the foregoing undertakings by the Company, the Company agrees forthwith to remedy the said breach. The Wildish Theater reserves the right to surcharge the Company for every occasion of such breach. 7.9. There will be no charge for electricity or water used by the Company unless such use is determined by The Wildish Theater to be excessive. 8. Licensing and Venue Regulations 8.1. The Wildish Theater shall be responsible for ensuring that the building is fit for use and that all rates or taxes pertaining to it are paid. 8.2. The Wildish Theater reserves the right to superintend and control the venue for the protection, accommodation and convenience of the public, and for the fulfillment of all obligations, terms and conditions of any and all licenses relating to the venue. The Wildish Theater shall have a right of access to the theatre space at any time for any purpose as shall any person authorized by them. 8.3. The Company shall not make any collection in or around the venue without the prior consent of The Wildish Theater. 8.4. In the event of any part or element of the performance not being of the appropriate quality as determined by The Wildish Theater, or in the event of late running which in the opinion of The Wildish Theater would materially affect customer Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 7
satisfaction, The Wildish Theater reserves the right to respond to customer dissatisfaction by issuing refunds or credits and deducting the value of these from the Company s account. 8.5. The Company undertakes to comply with the requirements of any licenses held by The Wildish Theater in all particulars, with any other requirements of any public authorities, and with any other legislation or regulations, whether national or local, which affect performances at or use of the venue. The Wildish Theater reserves the right to require the Company to make any changes to its production or do any other thing necessary to ensure compliance. 8.6. The Company undertakes to comply with any venue rules and regulations determined by The Wildish Theater. 8.7. While The Wildish Theater will endeavor to keep the tidiness, cleanliness and facilities of the venue up to a standard suitable for use theatrical venue, the condition of the venue may be affected by the actions of other parties, and The Wildish Theater shall not be responsible for any resultant loss or damage caused to the Company. 8.8. The theatre space and other parts of the venue used by the Company are to be left clean and tidy and in good order, to the satisfaction of The Wildish Theater, by the Company at the end of each allotted slot, and at any other time. 8.9. The Company agrees to make good any damage caused to the venue or contents and to replace lost or broken items. The Company agrees that no nails or staples shall be driven into the floor, walls or ceiling of the venue, nor shall anything be affixed to the floor, walls or ceiling of the venue in any other way without the express permission of The Wildish Theater, obtained before such fixing. The Company agrees not to remove any fittings, fixtures or furniture from the venue. 8.10. The Company undertakes not to take, borrow, use or interfere with sets, props, costumes, equipment or other items brought into the venue by other companies using the venue, without express permission from both the company concerned and The Wildish Theater. 8.11. The Company undertakes to use only the dressing room, changing, storage and other areas allocated for their use by The Wildish Theater. 8.12. The Company acknowledges that the venue is used by others, and that other performances and events may be taking place in areas adjacent to the theatre space during the time of the Company s usage. The Company therefore undertakes not to cause undue inconvenience or disturbance to other users or to The Wildish Theater, and in particular to refrain from making excessive noise. 8.13. The Company acknowledges that The Wildish Theater s staff are there to ensure the smooth running of the venues and to provide a channel of communication between the Company and other users of the venue. Any abuse of this facility by the Company or its members, in particular verbal abuse or violence, shall entitle The Wildish Theater at its sole discretion and without notice (i) to suspend provision of facilities or services to the Company, (ii) to suspend performance by the Company with immediate effect, and (iii) to cancel all performances by the Company. In such event the full rental fee shall still be due and payable in accordance with clauses II and III of this agreement, and the Company shall not be entitled to any refund of any sums paid to The Wildish Theater. 8.14. In the event of any breach of any of the foregoing clauses by the Company, the Company agrees forthwith to remedy the said breach. The Wildish Theater reserve the right to surcharge the Company for every occasion of such breach. 9. Insurance 9.1. The Wildish Theater shall insure itself against public and employers liability. 9.2. The Company shall be responsible for its own insurance. The Company agrees that all items brought into the venue by or for the Company shall be at its own risk. 10. Content Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 8
10.1. The Company shall be responsible for obtaining, and shall indemnify The Wildish Theater against any liabilities in respect of any necessary consent(s) in respect of copyright or performing rights in respect of its performances. 10.2. The Company shall not perform or distribute material which in the opinion of The Wildish Theater is defamatory or obscene or breaches any requirements of The Wildish Theater s landlords, or relevant national or local legislation or regulations. The Wildish Theater s landlords may require the Company not to perform or distribute material they deem to be inflammatory. The Wildish Theater reserves the right to require the Company to make any necessary changes. 10.3. The Company shall be responsible for ensuring that the production complies with any necessary requirements imposed by ADA and other any relevant national or local legislation or regulations relating to accessibility. 10.4. The Company may not vary the production or author as stated in this agreement without the prior written consent of The Wildish Theater. 11. General 11.1. Where the Company is a partnership or an association or consortium of two or more persons or corporate bodies, obligations expressed or implied to be made by or with them are deemed to be made by or with such persons or bodies jointly and severally. 11.2. Where the Company is a corporate body, or a partnership or an association or consortium which includes one or more corporate bodies, obligations expressed or implied to be made by or with them are deemed to be made by or with such corporate bodies jointly and severally with the signatories who have signed this agreement on their behalf. 11.3. The terms of this agreement confer no right on the Company to assign any of its rights or obligations hereunder. 11.4. The rights granted by The Wildish Theater to the Company hereunder are limited to those set out in this agreement. The Wildish Theater may choose to make certain other goods and services available to the Company, such as but not limited to telephone, fax, photocopying, desktop publishing, reprographics and printing facilities, sale of merchandise, and supplies of stationery, technical goods, bar and hospitality services. In this event these goods and services shall be charged for in full at rates set by The Wildish Theater, to be paid for by the Company as and when rendered or at such time as The Wildish Theater may determine is appropriate, whether supplied by The Wildish Theater or any third party. 11.5. The Company agrees to indemnify The Wildish Theater against all claims howsoever arising against The Wildish Theater arising in any way out of the Company s performances or the Company s exercise of its rights under this agreement. The Company agrees to indemnify The Wildish Theater in respect of any loss suffered resulting from any breach by the Company of this agreement or arising in any way out of the Company s appearance in Lane County or use of the venue. The Wildish Theater reserves the right to withhold payment of box office receipts to the Company pending quantification of such claims or loss. 11.6. Nothing in this agreement shall constitute or create a relationship of partnership or consortium between the Parties. 11.7. Other than as specifically set out in this agreement nothing in this agreement creates a relationship of agency between The Wildish Theater and the Company. For the avoidance of doubt The Wildish Theater s relationship as an agent of the Company is limited strictly to the matters specifically set out in this agreement. 11.8. The Wildish Theater s standard method of communicating information to the Company is via the Internet, unless otherwise notified, to the Company. The Company agrees to maintain a suitably reliable email address, telephone number with voicemail, and postal address, to communicate these details and any change to them to The Wildish Theater promptly in such form as The Wildish Theater may require, and to check for email, voicemail and mail on at least a weekly basis before and during the Company s performance in the Wildish Theatre and until the Company has received its box office settlement. The Wildish Theater recommends that the Company check the said email and voicemail and mail on a daily basis during this time. The Company understands that some communications from The Wildish Theater Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 9
or from other parties regarding its appearance at The Wildish Theatre may be time-critical, and that any delay in checking for communications or responding to them may affect the Company's situation adversely. The Company accepts that if it requests The Wildish Theater to send it information by alternative arrangements to The Wildish Theater s standard methods, The Wildish Theater is entitled to charge the Company for any additional work or costs involved in such alternative arrangements. The Company accepts that a request to receive information by such alternative arrangements may result in information taking longer to reach it than by using The Wildish Theater standard methods. The Wildish Theater will not sell the Company s contact details to unrelated third parties, but the Company agrees to The Wildish Theater passing the Company s relevant contact details to other entities or persons who The Wildish Theater considers have a bonafide reason to contact the Company. 11.9. All payments made under this agreement will be rendered in the form of checks, drafts, or similar instruments drawn on a United States bank, unless otherwise agreed. The Company shall be responsible for the payment of all charges and commissions, whether charged by The Wildish Theater bankers or otherwise, and for any payment delays incurred in connection with payments made and received other than by checks drawn on a United States bank. 11.10. If the Company is late in payment of any sum due to The Wildish Theater whether under this agreement or otherwise, The Wildish Theater shall be entitled to interest on such overdue amount at 2% over the prevailing Bank lending rate, and may surcharge the Company for administration work involved. 11.11. Should The Wildish Theater believe that the Company is in breach of this agreement, The Wildish Theater shall have the right without notice to suspend provision of facilities and services to the Company, to suspend the Company s performances, and to deny the Company access to the venue until The Wildish Theater is satisfied that the Company is no longer in breach of this agreement and is unlikely to breach this agreement in the future. Without prejudice to this right, in the event of a material breach of this agreement by the Company or should the Company become unable to pay its debts as they fall due, or being a Company shall enter into liquidation or being an individual or partnership any partner shall commit an act of bankruptcy or enter into any composition with his creditors or suffer any distress or execution on its or his goods, The Wildish Theater shall be entitled by notice to the Company to terminate this agreement forthwith. In that event the Company shall have no further right to perform in the theatre space nor enter the venue, The Wildish Theater shall be entitled to relet the slot to another party, no refund shall be payable to the Company in respect of monies already paid, and The Wildish Theater shall be entitled to claim from the Company the balance of any monies due under this agreement including damages flowing from the Company s breach. 11.12. The Wildish Theater will not be liable for any failure of electrical, water, gas, telecommunications or other utility supplies, internet connections, technical, computer, or other equipment, software or systems from whatever cause, or for any consequences thereof. 11.13. The Company acknowledges that The Wildish Theater is in no position to control the use of adjacent space in the building, of the approaches to the venue or the surrounding areas, these being in the control of others. Due to the nature of the building housing the venue, the venue may be subject to noise or water penetration, which The Wildish Theater will use its best endeavors to minimize. The Wildish Theater shall not be responsible for any loss or damage caused to the Company or any disruption or disturbance to the Company s performances arising from such usage or other circumstances outside The Wildish Theater s control. 11.14. In the event that performance becomes adversely affected as a result of war, riot, civil commotion, flood, order of emergency works by a competent authority, refusal to grant a theatre license or withdrawal or suspension of a theatre license, action by The Wildish Theater landlords, or other circumstances beyond The Wildish Theater control, The Wildish Theater shall not be responsible for any loss or damage caused to the Company. In such circumstances The Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 10
Wildish Theater reserves the right to require the Company to refrain from performance, to suspend or terminate performances until further notice, or to cancel this agreement. In the event of such suspension, termination or cancellation as aforesaid, no part of the guarantee, rental fee or any monies paid to The Wildish Theater will be refundable. 11.15. The Company agrees to keep this agreement and all dealings in relation to its performance by the Parties strictly confidential, and not to disclose any information in relation to this agreement or such dealings to any third party without the prior written agreement of The Wildish Theater, save proper disclosure to legal advisers, to any mediator or arbitrator appointed by the Parties, or to a court of law. 11.16. Any complaints or claims by the Company regarding the performance of this agreement should be made in writing to The Wildish Theater within one month of the alleged breach or its discovery, whichever shall be the later. In the first instance The Wildish Theater and the Company agree that any unresolved complaints or claims will be mediated by the Wildish Governing Board, save issues which in the opinion of The Wildish Theater require urgent resolution by way of the courts. 11.17. This agreement may only be varied by an amendment in writing dated and signed by both The Wildish Theater and the Company. 11.18. This agreement shall be construed in accordance with United States law. The Wildish Theater and the Company agree that for all purposes in connection therewith or therefrom they shall be liable to the jurisdiction of the United States courts in Lane County, Oregon. Wildish Theatre User Agreement, 2012 A3 July 5, 2012 Page 11