‘otha Arce $5035 Aven, 24 Fear New York, 10016 Phone 64673-6601 Pu: 646365-6890 Mal: Info @gohan- artiste Web: wnagothamarticom GOTHAM ARTISTS Contract # 1478, :L Agreement made August 30,2016, between Gotham Aris hereinafter referred to as GA") and Ghereinater referred to 45 “Buyer"} to furnish the services o{dward Snowlen (versinaNer referred toas Arse) sceordance withthe folowlag terme: fi 2 Tide of Program: ‘OUAB Fall Lecture 2038 3. Date & Time of Program: Time TBD (Artists Chlee) . 3PM-:30PM OR 6:00PH-9:30PM (ALL TIMES LISTED ARE EST) 1 Mour Moderated Conversation followed by 30 rinutes QRA Tape TBD 4. Location of Program: ‘Archie Griffin Ballroom 11739 N High Street, Columbus, 43210 S.Compessation: (A) $30,000.00 (Thirty thousand dollars and 00/100 cets); (B) Fee Is inclusive of travel all expenses, (C) Buyer responsible for technical costs on thelr end, 6.Payment: The fll balance of $30,000.00 is dua within 7 days following the evect, ‘7. Confidentiality: All terms of ths agreement. Including but not nied to Ards’ compensation, ae strictly confidential and ‘are notta be disclosed ta any third party (or any purpose except where required by law. ues Cancaaon , i “=A Fie crt “Of “canvlelion, eFrR wid be Mant “breeds Wren ame erage 9, Addldonal Provistons: (A) The akached {der isan intgral parcof ths contract. (B) Moderator andall paricipantsin any panel discussion must be approved in advance by Gotham ‘Arist and Artist, (C) Audiance members must be instructed to ture ofalldavces prior to and during presentation to Avold interruption io vdeo transmission. 40,Adverisng, Marketing and Promotion: All advertising, marketing and promowon related to Artist’ appearance mast be proved In writing by GApror to use. Buyer cannotuse Artist’ aame, voice or Mendes as an enderseqent or ndlation of ‘use of ny productor service, nor Imply any corporate sponsorship or relationship bayond the contracted program. Unless otherwise agreed to In writing the Buyer may not advertise, markat, or promote the Artist's appearance und Ga has reclved the signed contract andgpect 11.The Buyer's represencatve, in signing this Agreement, warrants that (s)he ls duly authorized to ign and dots notassume ny persona ality ules there ls breach of sid waranty. The GA representative warrans tat Gh has expres uhonty tasignon behalf of Arist 12,The Tes and Conditions on the following page(s) ar part of and Integral to tls Agreement Please revaw them carehily.Gotham Artists 5503+ Avenue, 24 Floor ‘Now York, NY 20016 Phone: 646-873-6601 Fax: 646-365-8890 E-tfal:Info@gotham-arists.com Webs warw-gotham-ardsts com GOTHAM ARTISTS Executed for Buyer For Gotham Anite By Date: by Date: Obie SeaeUnicrsiy es RE | Goxham Arist Brecon 550 3H Avenue, 2» Floor Bie Idie Plo | New York NY 10016 Fed-ID: 45-3516984 ADDITIONAL TERMS AND CONDITIONS 41, Parties: his Contract ("Contract is between Gotham Artists, ("GA") and the Buyer‘as designated on the frst page of this Contract ("Der") the parties (Individually "Party" and collectively *Parties") to this Contract. 2, Artist: The Artist as designated on the first page of this Contract ("Artist") is not a party to this Contract, Artist is an Independent Contractor and is act an employee of GA. Artist and GA are not ina prineipal/agent relationship. GA has confirmed Artist's availability and GA is entering into this Contractin reliance upon these and other representations made by the Artist to GA, whether in writing or otherwise. GA's authority to speak for the Artist is strictly limited to the terms of their ‘mutual contract. GA's relationship with Artist is further limited to that of a booking company only. GA shall not be responsible {any manor for any clalms of harm or damage to persons or property caused by or related in any way to the Artist, the Artist's 3s, invitees, servants, principals, successors, employees, employers, and/or representatives of aay kind or any Acts, omissiv"s, statements, or any commitment made by the Artist or by the Buyer to each other. Any diversion by the Artist from any agceed upon topic shall not be considered a breach of contract. 43, Buyer: he Buyer and GA are not in a principal/agent relationship with respect to one another. GA's relationship with the Buyer is st ietly limited to that ofa booking compauy for Artist only. No additional activities shall be planned by the Buyer nor ‘expected ol the Artist unless expressly contained in this Contract. Any change by the Buyer in the nature of this Contract shall constitute « breach of this Contract unless agreed upon in writing by the Parties hereto. 4, Paymicut: Any payments of the fee as designated on the first page ofthis Contract (“Fee”), travel expenses and costs not paid when \\e will be considered a default and breach of this Contract. Notwithstanding any other provision to the contrary, the Fee is unlorstoad to be for the keynote address, speech, lecture or main performance only. Any and all ancillary activities {including but not limited to those stated on the first page of the Contract, ae not material to this contract, Any such ancillary activities performed by the Artist or GA are strictly gratuitous and may not be relled upon or considered an amendment of this Contract. 5. Taxes and Compliance Fees: Buyer agrees to pay any and all federal, state, and local rental, amusement, sales, permits oF other such axes, other than income taxes, and fees 1o obtain all necessary licenses and insurance in connection with hosting. the event jrsuant to this Contract and any insurance the Buyer deems it necessary for its performance of the terms of this Contract, Metisithstenlny “thi-fireg 2g, Bryer ty tax-eccmpl | yrsereste Nyht dy Sele —wanares 6. Force Majeure: In the event that the pcrformanc:: of any obligation under this Contract by GA, Artist and/or Buyer is prevontei! cr delayed due to acts of God, exchange controls, wars, hostilities, blockades, civil disturbances, revolutions, strikes, terrorist sttacks, or lockouts, transportation interruption oF delays, Artist illness or for any other reasons which are, in the reasonable opinion of the Artist or GA, beyond the Artist's control ("Force Majeure Condition’), GA, Artist and/or Ruyer shall promptly ctify the other Party of such Force Majeure Condition and the Parties shall use Its best efforts to arrange fora ‘mutuo ly ay reeable change of time or date lor the Avtist’s performance, Buyer agrees to pay any additional travel expenses and ‘cost inci by the Artistas.a result of at »/ce Majcury Condition in addition to the travel expenses and casts Buyer is 2Gotham Artists 550 3"| Avenue, 2% Floor New York, NY 10016 Phone: 646-873-6601 Fax: 646-365-8890, E-Mall fafo@gotham-artistscom ‘Web: wnwgotham-artists.com GOTHAM ARTISTS required to pay pursuant to the terms of this Contract. Ifa change of date or time cannot be agreed upon then any deposits paid by the Buyer toward the Fee shall be returned and this Contract shall be null and void without further recourse or claims fr dma ably harm by te Pris whasooyer. Inna even sal Force Magus Condon requ heexpendtre of any additonal fees by either the Antistor Ga. Alt tynvl ¢. fate tare Sub\eol fe aypreal te accordance abby ba a ‘ety Should nit laa ch wile tat Cr PAGE ay Nth ony provoke contrary, should the Artist be delayed but srrive anc’ present his/her keynote address, lecture, speech or main performance oF is willing wo presont his/ner key note add ess, the Fee, and all travel expenses and costs, shall be due, if not already paid, immediately in fll to GA on behalf ofthe /\tist, without setoff In the event thatthe Artist is delayed and is unable to attend the event, ny deposits paid by Buyer toward the Fee shall be returned and this Contract shall be null and void without further recourse or claims for damage, liability or harm by the Buyer whatsoever. In the event afa delay, GA and Artist shall not be liable 0 1 \e Buyer in any manner and any sich delay shall not be considered a breach of contract. 8, Substitution: If for any reason the Artist cannotaitend the event, GA will use its best efforts to notify the Buyer and arrange for a miutwilly agreeable change of date o1 Line. In the event that a change of date or time cannat be mutually agreed upon, GA will use its best cHforts to obtain a replacenicnt Artist (or the Buyer. A replacement Artist's fee may be higher or lower than the original Artist's ‘ve, Upon Buyer's agreent: it of the replacement Artist a new contract will be issued, In the event that a replacemec't Artist could not be obtained «agrees! jon, all deposits toward the Fee paid by Buyer will be applied to another ‘event or, the Inyer’s option, refunded in full satisfaction of any and all obligations of GA and Artist to the Buyer and this, Contract sil! | ull and void without anv further recourse or claims for damage, liability or harm by the Buyer whatsoever. 9, Buyer Cancctlatlon and Breach: Should the Buyer cancel the Artist's performance more than ninety (90) days prior to the event fifty (50%) percent of the total Fee shall be (or! ted and immediately due if not previously paid to GA. Should the Buyer rior to the event, the full contracted Fee shall be forfeited and, ccancv| the Artist's performance ninety (90) days or los imme ‘iately du ifnot previously paid to A. In the ent of any such cancellation all travel expenses acxl costs incurred by GA oF thy Artist hh ave nonerefuadable sh tl be imi ately due and payable by Buyer to GA. Additionally, Buyer shall be liable fort tages and harm to GA and ‘he Artis: ising from Buyer's breach of this Contract and Buyer's failure to perform any ofthe tern ofthis Contract. The forfe ture of any portion of the contracted Fee shall not actas a limitation of damages under this Cor’ ct fn the event of Buyer": reach o: Jiayer's failure to perform under the terms of this Contract, Artist shall not be obligate v perform under this Co» ract. 10. Civncellation for Causs event t iat any infivination comes to the attention of GA which raises a reasonable doubt as to the Ziayer's at tty to meet its cbligatio: i under U Gontract or which results in a reasonable belief that Artist's reputation (or G) s reputation, would be neg.tively in acted I 1+ association created by completion of this Contract, Ga shall have the Imm: tials rip +10 either: (a) Requestan; ssuran: sr actions from Buyer that will alleviate the reasonable doubt raised or mitigate tht snable belief created, Su. assursii-es or actions may include, but ace not limited to, advance payment, personal 0. -es, public inforazation re icases in \:- form of press releases, retractions or other media notices: or (b) GA. on bbehaifof Artist, ay cancel this event in (or the Zt t's sole reasonable opinion no such assurance or action could alleviate Or mitigate the ets of the information « tained. The parties hereto expressly agree and acknowledge that GA and Artist's repul tions anc’ jublic image have an intr asic valu avd that the defense of these items is of utmost concern and importance. Actus’ damages the event of such an as ciation ¢. «scribed above would be extremely difficult or impracticable to ascertain al 3} termination of ill obliga ions her: ithout recourse is reasonable in light of an anticipated loss caused by such. assoea mand the difficulties of , roof of! 11, Confido is “ty: Other than as may b. requir applicable law, government order or regulation; or by order or decree ofth: commits -utiesagree tha neither them +. . publicly divulge or announce, or in any manner disclose, to any third party.any ut: pecific terms aud condi’ ns of Uits Gontraet, including specifically all (nancial cerms; and both Parties Wariintand eo -nantto one another that sone of tieit officers, directors, employees or agents will do so either,one Elavo Gotham Arists ‘5803 Avenue, 24Floor New Yark WY 10016 ‘Phone: 646-873-8601 Fux 646-365-890 ‘E-Maltfofo@gothameartists. com Wete wow gothamartists.com GOTHAM ARTISTS 12, Advertising: The Buyer may not advertise, publicize or promote the Arts¢'s attendance or performance at the event until the Contraeris fully executed by both GA and the Buyer, Ga-has-roseived-the roguires-deposicand CA has subsequently ‘authorized the Buyer in writing to advertise, publicize o promote the Artists attendance or performance at the event All Advertising and promotion of the Artist Ifauthorized shall cease on the day ofthe event 13. Pacily: Buyer agrees to furnish suitable place forthe event, properly lighted, well heated/or cooled, with lt the ‘necessary Secessories Including microphones and amplification, tv proper working condition. Suyer agrees to imiethe auilence to x0 more than the iegal number perrlited atthe place ofthe event. Auyer Is solely responsible for ensuring, compliance with any and all local, munictpa, cy, state and federal awe, rues, codes and regulations necessary for hosting this event and ensuring the safety ofthe attendees andthe Artist. 14, Reproductions: The cantent ofthe Ariss speech, preseatation and matartals provided remain te intllectal property ofthe Arist Artist reserves all copyrights forthe Artist's presentation and matarils provided by Arist and any broadcace recording videotape, padcast, webcast, reproduction o rebroadcast in any manner, form or medium. No lecture, sppearance, ‘or performance of this “event” to be broadcast, recorded, videotaped, padeast, webcast or otherwise reproduced in any. ‘manner, frm or medium, without prior written permission fro Ga or the Artis I viften peraision ls given a copy e¢ any broadcast recording. videotape, podcast, webcast or other reproduction mustbe sent tw GA priar to public dlsbursement with sufficient reasonable time for review of sald copy. The content of Ardsts speech or performance shall nt be deemed the moral learning oropictons of GA. 15, Public Portrayals: Ariss name, image, blographical Information or keness may notbe used In any manner Including bbutnot limited to as an endorsement or pramotion of any product, service, group, or opinion without prior written permis ‘from GA ar the Artist. Buyer shall actin an ethical and socially responsible manner at all times with respect the event and the Artist. State of Oni d 16, Miscellaneous Provisions: This Contract shall be governad in accordance with the laws of ‘Massachusetts, Buyer hereby submits to exclusive personal jurisdiction of the Courts the ‘The venue with respect to any matters in dispute that may arse under this Contract shall f ing GA's FranonsieROTMeys ters: Any controversies singe of ees of ti ntact nrg ar elt ‘actions, shalt be seitied in accordance.sith he rote of herAmerican Avbltatlon Ascoeiatlen inthe nO Noor te egneatoon sary besten enpenrcnp reer score =F rl ‘constitutes the entire agreement and understanding of the Parties hereto with respect to the matters described hereln, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the Parties, Thscanract snot assignable in whale orn parr by any Paty withut te wren aprronent oe eles Aware breach of ary provision of ts Contact or fare enforce any such proviston shall eetopersttar be tanctes cover afar subsequent breach a any seh provi ro aright to afore any sac proisan No actor onion sal toca, a wale of any rights hereunder except or a writn waver, Whenever possible exch provision ots Consacr le teepreted in such manera ta beelerire and valid unde apple ew butfanyprovson ofthis Contact ished tobe protic by or aval unde apps aw, uch provision wil be leeecv ony tthe extent a sch protons eval without nal the remaode of ssh proviso or Ce remaring provions ots Conte:Gotham Artists 5502 Avenue, 2" Floot ew York 10016 Pane 66873-6601 Far 646-906-8690, Mall infosotnam-arstecom Web, wewgatnamartinerom GOTHAM ARTISTS EDWARD SNOWDEN ‘TECHNICAL REQUIREMENTS Please use the following guidelines to ensure your event runs properly Gotham Ariss connection should be tested in advance. This is the best practice to ensure any network, software, audi, or video [problems in the presentation hall arising fram remote appearances are resolved prior to show time rather than in front Df the live sudience, We can be available elthes 9 few hours before the schaduled event, or eve annie Imarder to support s remote video appearance of tie highest quality, the computer systems handling the presentation ‘must have hard-wired ("Ethernet” ar Tiber") rather than wireless network connections. Ensure that atleast {Ombps of ‘your network's bandwidth is dedicated to the presentation system and cannot be thrattied or impacted by other network ‘etivity at the v Plesse advise your technica stafTto ensure audio output played through the room's sound system {such as Mr, Snovlen's voice) Is not picked up by the stage microphones or other Input devices and then looped back inte the audio circuit Failing to do this creates a feedback effec that disrupts fluid coaversation and degrades the qualty of conversation. questions from the audience will be taken, ensure that their microphone input is also directed to Mr. Snoveden's audio channel in addition tothe presentation hall's sound system. Ifthis is impossible, you may have the moderator repeat the {question ato the primary stage microphone. Mr. Snowdon may incorperate compelling graphic effects into the appearance, such as displaying the famous front pages of newspapers. Please ensure thatthe video screens on which the session ls displayed arc large enough {or placed at ftervals within the hall) so that headline-size type is legible ta all guess, Date