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Sponsor shall provide a well heated, lighted and proper place for the program, in good condition, together with all necessary stage accessories and properties including microphones and amplification system in properworking condition. No lecture or program or any part thereof is to be reproduced, including, but not limited to, reproduction by broadcasting, video- taping or tape recording, without written permission of the Agency or Artist. It is understood that this Agreement is binding on both parties, it cannot be canceled except as follows: The Agency and Sponsor mutually agree that either party may cancel this Agreement and all parties shall be released from any liability or damages hereunder If the Artist or Sponsor is unable to fulfill the terms of this Agreement due to an Act of God or any legitimate condition beyond the control of the Artist or Sponsor. However, it is agreed by both parties that "best efforts" will be made by both parties to so adapt that the program be presented as scheduled. Should a personal emergency, illness or "Act of God" force the artist to cancel the Sponsor's date, the Agency will make its best effort to provide a comparable replacement Artist, which replacement Artist Sponsor may accept or reject in its sole discretion. Agency agrees to refund to the Sponsor any advances, deposits or other payments received from the Sponsor in the event the Artist cancels the Agreement and Agency cannot provide a comparable Artist that is acceptable to the Sponsor. The foregoing rights of cancellation shall be in addition to any other provision respecting cancellation contained in this Agreement. Agency and/or Artist shall provide prompt notice to Sponsor of any cancellation and proposed replacement Artist pursuant to this paragraph. In the event of cancellation of this Agreement by the Artist or should the Al tist be unable to appear as scheduled due to illness or an unforeseen emergency, Agency will not have any liability for expenses or losses incurred by the Sponsor, provided however, that Agency agrees to refund to the Sponsor any advances, deposits or other payments received from the Sponsor. Agency and/or Artist shall provide prompt notice to Sponsor of any cancellation pursuant to this paragraph. In the event that Artist is unavoidably delayed but arrives and presents his/her program in full as directed by Sponsor, the engagement will be considered to have been completed as agreed and all fees, honorariums and other charges shall be due and paid in full. Agency and/or Artist shall provide prompt notice to Sponsor of any unavoidable delay. Your signed copy of this Agreement Is acknowledgment that Artist has agreed to appear at the time and place specified above. It is agreed by both partes that any delay in the Artist's appearance shall not subject Agency to liability as long as Agency has used its best efforts to assure Artist's appearance as scheduled. The previous statement notwithstanding, Agency shall return in full any advances, deposits, or other payments received from the Sponsor in the event that the Artist does not appear. Sponsor acknowledges that Agency acts as the Artist's agent and shall not be liable in any way for Artist's actions including, but not limited to, his/her acts, omissions or statements. Deposits received are not refundable if the Sponsor cancels this Agreement for any reason. In the event of breach or cancellation of this Agreement by the Sponsor up to 60 days prior to the event, the entire deposit shall be immediately due Agency. In the event of Sponsor's breach or cancellation of this Agreement within 60 days of the scheduled event, the entire honorarium shall be due immediately to Agency. This Agreement shall be construed under and governed in all respects by the laws of the State of California without regard to conflict of law principles. The parties agree that any action at law or in equity brought by either party for the purpose of enforcing a right or rights provided for this agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The parties agree that the Superior Court of the State of California and the United States Court for the County of San Mateo, State of California, and the parties waive all provisions of law providing for a change of venue In these proceedings to any other county. In the performance of this agreement, Agency and the Artist agree to conform to any and all applicable laws, including but not limited to, the Redwood City Municipal Code. The Sponsor may not publicize this event until the contract is signed and returned along with the required deposit. In the event the Sponsor fails or refuses to provide any of the items herein stated, or fails or refuses to make any of the payments as provided herein or to proceed with the engagement, the Artist shall have no obligation to perform this Agreement. If this Agreement is not received within twenty (20) days of the date "entered into," Agency reserves the right to cancel this engagement. The representative of the Sponsor, in signing this Agreement, warrants that he/she signs as a duly representative of Sponsor and does not assume any personal liability. The Agency representative warrants that the Agency has expressed authority to contract on behalf of the Artist. ATTY/AGR/2017.051/SAM GLENN REV: 03-1417 EI Page 2 of 3