CM-2024-137 - 5/3/2024YG Music, Inc,
Contract Number: RL-061524LP
PURCHASER ENGAGEMENT CON7nd
This agreement ("Agreement") is maered into on April 1, 2024 by and between Goldies
Playhouse LLC,flslo Lloyd, locateWest Flamingo Rd Suite 110-474, Las Vegas, NV 89147
("Talent" or "Talent Representation")und Rock Texas (Purchaser). For the mutual promises
contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Talent and Purchaser hereby agree as follows:
1- RIGHTS GRANTED
Purchaser agrees to engage the talent, Lloyd ("Talent') to appear at the following engagement
according to all the conditions and terms contained herein:
Talent: Lloyd
Venue Name: Old Settlers Park
Date of Appearance: June 15, 2024
Venue Location: 3300 E Palm Valley Blvd, Round Rock, TX 78665
Talent Obligation: 40 min Full Band Performance
Time of Appearance: TBD
Total Length of Appearance including Talent Obligation: 60 Minutes
Purchaser Obligation: Flat Fee of $35,000.00 All in plus Hospitality and Tech Rider. Any
change in the above itinerary shall be subject to Talent's prior approval. If any information as
required above is not set forth at the time of issuance of this Agreement, Purchaser agrees to
notify YG Music, Inc. of the missing information, in writing, no later than 7 days prior to
contracted event.
2. PAYMENT TERMS:
Purchaser will pay the total fee of Thirty -Five Thousand US Dollars ($35,000.00) the "Total Fee',
of which Twenty -Six Thousand Two Hundred Fifty US Dollars ($26,250.00), shall be paid to, posted and
cleared in the Talent's business banking account within 24 hours, no later than, April 3, 2024 such deposit
should be wired to Goldies Playhouse LLC, Bank of America, Account # 601029931950, Bank
Routing #122400724. Balance of Eight Thousand Seven Hundred Fifty US Dollars, ($8,750.00), shall be
paid via cashier's check or cash upon arrival to venue or City.
Failure by Purchaser to pay the Talent Fee and ALL other fees listed above as scheduled herein,
constitutes a material breach of this Agreement by Purchaser and subject Purchaser to forfeiture of any
and all previous deposits made in connection with this Agreement.
ABSOLUTELY NO ADVERTISING MAY TAKE PLACE UNTIL 75% DEPOSIT IS RECEIVED BY YG
MUSIC, INC.
3. ARTIST HOSPITALITY AND TECHNICAL RIDER:
Purchaser will provide certain provisions for the Talent's Technical and Hospitality requests listed
in Talent's official rider document provided by the Talent Representation. Parking fees for all parties
related to the artist, including the YG Music, Inc. Facilitator Representative, shall be covered and
paid in full by Purchaser on the day of the event.
I e event that Purchaser is responsible for providing travel. Purchaser will ensure that TgLOW
prove confirmed and purchased roundtrip flexible First Class airfare referred
commercial air i a , and all members of the Talent's Tr re provided with a confirmed
and purchased round trip n same co it ines as Talent.
TRAVEL. ITINERARIES MUS TED TO YG Music, Inc. FOR APPROVAL NO
LATER THAN 7 DA TO DEPAR E. FLIGHTS SHOULD NOT BE
PURCHAS IOR CONFIRMED WITHOUT WR PROVAL FROM TALENT
REP NTATIVE.
In the ev at Purchaser is responsible for providing lodging. Purchaser will ensure lent is
pro ' d with a confirmed and purchased hotel suite and a standard king room for all members
T nl's Travel Party at a four (4) to five (5) star hotel. Purchaser will nfir i-Fi Internet
service , m and suite for Talent and all members' arty.
HOTEL INFORMATION MUS YG coMusic, Inc. FOR APPROVAL NO
LATER THAN 7 D TO DEPARTURE D NOT BE
PURCH /OR CONFIRMED WITHOUT will
APPROVAL NT
SENTATIVE.
In the event that Purchaser is responsible for providing ground transportation. Purchaser shall confirm
and purchase ground transportation to and from all required locations. Purchaser shall ensure that all
ground transportation is handled by certified, insured, and licensed drivers. All ground transportation must
be a legally registered, seven passenger, late model 5UV with tinted windows.
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4. USE OF TALENT'S LIKENESS AND/OR IMAGE:
The Talent grants to Purchaser the following rights: (a) subject to the Talent's written approval,
the right to use any and all images of Talent for distribution of flyers and/or promotional materials prior to
and during the date of show; (b) the right to use Talent's name, likeness, voice recordings on video and
approved pictures and/or flyers to publicize and advertise this event subject to this Agreement, (c) the
right to a minimum of one posted promotion on the official and/or personal social networking site
including, but not limited to, Twitter within a reasonable time after the 50% deposit to Talent's business
banking account, or in the case of same day promotion/event, immediately following receipt of 50%
deposit to Talent's business banking account is confirmed. It is agreed and understood that any and all
tools used for promotion of this event, including but not limited to ad mats, flyers, electronic flyers,
text/email blasts, posters, newspapers or any other media advertising or posts on any social networks,
must be submitted to YG Music, Inc. for the Talent(s) approval prior to being released for use. If
purchaser proceeds with any form of unapproved advertising then it will be deemed a material non -
curable breach and artist shall be excused from attending the event and buyer will forfeited the amounts
paid to Talent.
5, C RMATION:
This Agreement a of are CONFIDENTIAL_ and the Talen ser are
prohibited from releasing any information rega to contact information, and/or 1
pricing, fees, or costs between one another or t ce tual Agreement, and all
information herein regardin s orwarded, given or viewed by any pe wr wed j%�
in original contr ement. Violation of this clause will result in a breach of this agreement. y,Q(1
6. REPRESENTATION, DISCLAIMERS AND LIMITATIONS:
REPRESENTATIONS AND WARRANTIES:
Each party represents and warrants to the other party that:
(a) it has the full right, power and authority to enter into this Agreement and perform its
obligations hereunder, (b) its execution, delivery and performance of this Agreement, and the
other party's exercise of rights under this Agreement, will not conflict with or result in a breach
or other violation of any agreement or other third party obligation by which it is bound; (c) when
executed and delivered, this Agreement wil, constitute its legal, valid and binding obligation
enforceable against it in accordance with its terms except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to
or affecting the enforcement of creditors' rights generally, or by general equitable principles;
and (d) it will comply with all applicable laws in its performance of this Agreement.
LIMITATIONS:
Except to the extent awarded to a third party in a judgment against which party is entitled to
indemnification, or to the extent arising out of an intention breach of this agreement, neither
party will be liable (whether in contract or tort (including negligence), to the other party or any
other person or entity for the cost of cover or for any indirect, incidental, special, consequential,
punitive or exemplary damages (including damages for loss of profit, business or data) arising
out of this Agreement (excluding sums payable pursuant to the express terms of this
Agreement), whether in contract or tort (including negligence) or otherwise, will not exceed the
greater of (a) one hundred thousand dollars ($100,000) or (b) the cumulative amount paid to
the Talent.
INDEMNIFICATION:
Each of the Talent and Facilitator (as applicable, the Indemnifying Party") will defend,
indemnify, and hold harmless the other party (the'lndemnifted Party") and its affiliates (and
their respective employees, directors, and representatives) from and against any and all
claims, costs, losses, damages, judgments, penalties, interest and expenses (including
reasonable attorney's fees) arising out of any claim to the extent such claim is based on any
actual or alleged breach of the Indemnifying third Party's representations, warranties, or
obligations set forth in this Agreemeri� � �, ,l�u� ,��!p�( _ �pN#
TERMINATION:
Either party may terminate this Agreement if the other party is in material breach of any
obligation hereunder, and such breach is not cured within thirty (30) days of written notice from
the non -breaching party, unless the breach is of nature which is permanent and not capable of
cure, in which event of termination will be effective upon notice. Except as otherwise provided
herein, the rights and remedies of the parties provided herein will not be exclusive and are in
addition to any other rights and remedies provided by law or this Agreement.
SURVIVAL.:
The provisions of Sections 2, 3, 5, 6 and 7 will survive the expiration or termination of this
Agreement.
7. MISCELLANEOUS:
CHOICE OF LAW; JU ON:
This Co,qVdFt shall be governed by and nstrued in accordance with the laws of the state of
without regards to conflict of w. The parties agree that all disputes arising out of this
Agreement, shall be resolved in is the exclusive venue for any
proceedings regarding this Agreement brought by either party and that any legal proceedings
arising out of or relating or relating to this Agreement, including negotiations hereof, will be
brought exclusively in the courts o
ada
FORCE MAJEURE: a
Neither party will be deemed in default of this Agreement to the extent that performance of its
obligations or attempts to cure any breach are delayed or prevented by reasons of force
majeure, such as acts of God, fire, flood, earthquake, provided that such party gives the other
party written notice thereof promptly of such delay or prevention and uses its best efforts to �+
continue to perform its obligation or cure any breach. �JG
ASSIGNMENT: ag
The Purchaser shall not have the right to assign or transfer agreement, or any provision
thereof without prior written consent from the Talent. In t event that this Agreement is
breached, the breaching party will be responsible for al ourt costs and legal fees• mmv
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CANCELLATION:
THE TALENT(S) OBLIGATION TO FULFILL CONTRACTED DUTIES HEREUNDER SHALL
BE EXCUSED IF TALENT(S) OR ANY OF THEIR GROUP MEMBERS OR ESSENTIAL ,,,�//
ROAD CREW IS UNABLE TO FULFILL CONTRACTED OBLIGATIONS AS A RESULT OF i/V*4
ILLNESS OR INJURY; ; DETENTION RESULTING
FROM INABILITY OR OTHER MANIFESTATIONS OF CIVIL STRIFE; STRIKES OR OTHER [
FORMS OF LABOUR DISPUTES; EPIDEMICS; AN ACT OR ORDER OF PUBLIC c.��(JX
AUTHORITY OR COURT; ANY ACT OF S
T STES : IN SUCH EVENT THE TALENT(S) I't'
WILL NOT BE REQUFM TO FULFILL CONTRACTED OBLIGATIONS HEREUNDER AND
SHALL RETURN TO THE PURCHASER ALL MONIES THEREFORE TO BE PAID; COSTS
INCURRED BY THE TALENT(S) AND THE PURCHASER SHALL HAVE NO FURTHER
y.Ir
LIABILITY OR OBLIGATION REGARDING HE ENGAGEMENT. UPON WRITTEN
CANCELLATION, TALENT MAY CANCE LL OBLIGATIONS ASSOCIATED WITH THIS
AGREEMENT GIVING A MINIMUM OF DAYS NOTIFICATION. IN SUCH CASE, TALENT
AGREES TO ACCEPT RESPONSIBIL Y TO RETURN AND REIMBURSE THE
FACILITATOR FEE TO PURCHASER. In event of cancellation caused by the Talent's
unexcused inability to fulfill contracted obligations, the Purchaser reserves the right to cancel
the entire Agreement and be reimbursed by the Talent for any monies incurred in the
advertising, promotion, reservation and technical rentals & set-up of facilities for the production
and any other out of pocket expenses incurred by the Purchaser, as well as the right to enforce
any other remedies allowed by law, and the Purchaser will be relieved of any responsibility
under this Agreement in such event. In the case of cancellation by the Talent's inability to fulfill
these contracted obligations, Talent accepts the responsibility of reimbursing the facilitator
booking fee and any expenses incurred related to this contracted event and YG Music, Inc. will
not be held liable or responsible for reimbursement of the facilitator fee.
WAIVER:
To be effective, any waiver by a party of any of its rights or the other party's obligations under
this Agreement must be made in a writing signed by the party to be charged with the waiver.
Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver
of any prior or subsequent breach. No failure or forbearance by either party to insist upon or
enforce performance by the other party of any of the provisions of this Agreement or to
exercise any rights or remedies under this Agreement or otherwise at law or in equity will be
construed as a waiver or relinquishment to any extent of such party's right to assert or rely
upon any such provision, right or remedy in that or any other instance; rather, the same will be
and remain in full force and effect.
SEVERABiLITY:
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or
portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible as to effectuate the intent of the parties, and the remainder of this
Agreement will continue in full force and effect.
NOTICES:
Any formal notice under this Agreement given by either party to the other party will be in writing
and, to be effective, must be sent to the intended recipient by prepaid registered letter,
receipted commercial courier, or electronically receipted facsimile transmission at its address
and to the attention of the officer specified below with its signature below.
CONSTRUCTION:
The headings of Sections and subsections of this agreement are for convenience of reference
only and are not intended to affect the interpretation or construction of any provision of this
Agreement. Each party acknowledges that it has had the opportunity to review this Agreement
with legal counsel of its choice, and there will be no presumption of ambiguities will be
construed or interpreted against the drafter, and no presumptions made or inferences drawn
because of the inclusion of a term not contained in a prior draft or the deletion of a term
contained in a prior draft.
COUNTERPARTS; ELECTRONIC COPIES:
This Agreement may be executed in one or more counterparts, each of which will be deemed
an original, but which collectively will constitute one and the same instrument. For purposes
hereof, a facsimile or electronic copy of this Agreement, including signature page hereto, will
be deemed to be an original.
EXECUTION OF THIS AGREEMENT:
This Agreement shall not be binding unless signed by all parties hereto. If an agreement
regarding this scheduled event is not signed by Talent Representation and Purchaser of this
event and secured by Facilitator then this agreement remains unbinding and is void.
YG Music, Inc. is acting as a Principle for Lloyd and not as principal for both to Purchaser and
Jr.,Talent, and as such accepts no liability for any acts, failures, errors or omissions on the part
of the Purchaser. YG Music, Inc. is not bound to this agreement until an official contractual
agreement is signed and secured by both Talent management and Purchaser.
IN WITNESS WHEREOF, Talent, Purchaser, and Facilitator have caused this Agreement to be executed
and delivered by their respective duly authorized officers. (by signing below I confirm and agree to have
been given and have reviewed the contents of this Agreement, the Talent's official rider requirements in
its entirety, and agree to uphold all requirements and obligations requested of me on all of the mentioned
documents).
Talent Repr to
Vv
By:
Name: Ryan Lewis
Date: April 23, 2Q24
Purchaser:
By:
Name:
Date: D g 1 3 0/ 2" 01 [