NJ Devil Appearance Agreement

 

Cancellation Policy: The Devils may, in its sole discretion and at any time for any reason, cancel the Services without cause and without any obligation or liability to the Party, upon Party’s receipt of written notice fifteen (15) days prior to the Event Date.  In the event of such cancellation, Party shall be reimbursed the Appearance Fee. In addition to paying the Appearance Fee, in the event that Party cancels the Services at any time, the Party shall promptly reimburse the Devils for any out-of-pocket expenses incurred on behalf of the Party.

 

1. All payments hereunder in connection with the Services shall be paid by the Party at least thirty (30) days prior to the performance of the Services by DAE by US Bank Check or US Money Order

2. Any additional costs (“Additional Costs”) shall be due within fifteen (15) days of Party’s receipt of an invoice from DAE following the performance of the Services hereunder.  Additional Costs may include, without limitation: (i) any applicable taxes, (ii) any unforeseen travel or similar reasonable expenses incurred by the Performer and/or DAE and (iii)an additional fee in the event that the Services run longer than the Party originally contracted for.

 

3. In connection with the Appearance, Party shall provide the following at no cost to DAE for the Performer providing the Services as described herein:

• One (1) reserved parking space in close proximity to the location of the Event;

• One (1) Performer Escort who is eighteen (18) years or older, who will be present to accompany the Performer during the Event;

• If the Services are to be performed outdoors, and the expected temperature on the Event Date is over 75 Degrees Fahrenheit, Party will allow Performer to take reasonably frequent breaks to avoid dehydration or heat stroke and Party will provide adequate hydration for the Performer 

4. The Party makes the following representations in connection with this Agreement:

• The Event will not have an adverse effect upon the reputation and goodwill of DAE or their affiliated entities and Party shall use reasonable commercial efforts, skill, judgment and abilities and professional, qualified and competent personnel in connection therewith.

• Party will not, without the written consent of DAE (which consent DAE may withhold in its sole discretion): (i) refer to the Party's relationship with DAE under this Agreement in any promotion or advertising of Party or its products or services; or (ii) disclose to any person or entity any information regarding this Agreement or its terms, or use (other than to perform this Agreement).

• The Party shall indemnify, defend and hold harmless the Performer and DAE, its affiliated entities and their respective officers, employees, directors, managers, partners, members, shareholders, agents, and contractors from and against all claims, losses, damages and expenses (including reasonable attorney fees and personal injury (including death) or property damage) arising out of or resulting from any claim with respect to (i) the Party’s misrepresentation or breach of any provision of this Agreement, (ii) any negligent, tortious, or wrongful or criminal act or omission of the Party (or its employees, agents or contractors) in connection with this Agreement, or (iii) any violation of law.

5. The Party shall, at its own expense, obtain from a reputable insurer such insurance covering (in type and amount) its potential liabilities under this Agreement as a reasonable and prudent party in the same or similar position to the Party would normally put in place (including commercial general liability insurance and workers compensation insurance), subject to DAE’s reasonable approval.  The Party’s certificate of insurance must evidence the following: (i) the Party shall name DAE and all of its affiliates as Additional Insured with respect to Commercial Automotive Bodily Injury and Property Damage Insurance, Commercial General Liability and Umbrella Liability; (ii) the Party must waive all rights of subrogation for Workers’ Compensation, Commercial General Liability, Commercial Automotive Bodily Injury and Property Damage Insurance and Umbrella Liability losses; and (iii) the Party’s insurance must be primary without any contribution from DAE or its affiliates insurance policies.

 

6. All intellectual property rights relating to the activities and performance of the Performer at the Event are the property of DAE, and Performer may not be recorded, videotaped, reproduced, transmitted or disseminated in or from the location of the Event in any manner or by any means for any commercial purpose or value without permission of DAE, and any unauthorized use, transmission, picture, video or reproduction of the Performer’s appearance is prohibited.  Except with the prior written consent of DAE, no one shall sell or distribute promotional material or merchandise in connection with the Performer’s appearance (for the avoidance of doubt, this includes any advertising of the Services prior to and on the Event Date).  

8. In no event shall DAE be liable for any indirect, incidental, consequential, special or punitive or exemplary damages of any kind, or for the loss of anticipated profits or for business interruption, even if DAE have been advised of the possibility of such loss or damages and regardless of whether any remedy set forth herein fails of its essential purpose.

9. The Party hereby waives all right to trial by jury in any summary or other action, proceeding or counterclaim arising out of or in any way connected with this Agreement and any claim for injury or damages. The Party also hereby waives all right to assert or interpose a counterclaim in any summary proceeding or other action or proceeding brought by DAE.

 

10. Prior to filing any arbitration proceeding hereunder, the party intending to file such a proceeding shall notify the other party in writing of the existence and the nature of the dispute. The parties agree that within ten business days of the other party's receipt of such notice, authorized representatives of each party shall meet in order to attempt to amicably resolve the dispute. If such informal dispute resolution attempts prove to be unsuccessful, either party may submit a dispute under this Agreement promptly for arbitration to be conducted by one arbitrator in Newark, New Jersey, and administered by the American Arbitration Association (the “AAA”). The award and decision of the arbitrator shall be conclusive and binding upon all parties and judgment upon the award may be entered in any court of competent jurisdiction. The parties waive any right to contest the validity or enforceability of such award.

 11. This Agreement shall be governed and construed in accordance with the internal laws of the State of New Jersey (without regard to principles of conflict of law) and the parties agree to submit to the exclusive jurisdiction of the courts of Essex County, in the State of New Jersey with respect to any claim or dispute with regard to the parties’ rights and obligations or any other aspect of this Agreement.

 

12. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement. The Party may not assign all or any of its any rights or obligations under this Agreement without the prior written consent of DAE. Any notice to be given by either party to the other shall be delivered in person or mailed to the addresses provided herein.

 

13. Any provision of this Agreement, including, without limitation, all provisions with respect to confidentiality, limitation on liability or indemnification, shall survive any termination or expiration of this Agreement and continue in full force and effect.

 

14. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

 

Direct questions or concerns to Greg Cirrone via gcirrone@newjerseydevils.com.