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worlcs which are licensed by BMI at the time of be, but need not be, entered into any court haying '
<br /> LICENSEE's perfoRnance. BMI's Clearance Department jurisdiction. Such award shail include the fixing of the
<br /> wiil, upon written request, advise LICENSEE whether costs, expenses and attomeys' fees of arbitration,�which
<br /> particular musical works are availabie for performance as shall be bome by the unsuccessful party.
<br /> part of BMI's repertoire. LICENSEE agrees to give BMI (b) If LICENSEE elects to waive the terms set forth in
<br /> immediate notice of any claim, demand or suit, to deliver Paragraph 7(a) above, LICENSEE must cross out 7(a)
<br /> to BMI any papers pertaining thereto, and to cooperate and initial box to the right. � �
<br /> with BMI in respect thereto and BMI shall have full ���
<br /> charge of the defense of any such claim, demand or suit. 8. NOTICES �
<br /> LICENSEE, however, shall have the right to engage Any notice required or permitted to be given under this
<br /> counsel of its own, at its own expense, who may agreement, other than the notices required pursuant to
<br /> participate in the defense of any such action or Paragraphs 5, 10 and 13 hereof, shalt be deemed duly
<br /> proceeding and with whom counsel for BMI shall given when sent by ordinary first-class U.S. mail to the
<br /> cooperate. party for whom it is intended, at its address herein
<br /> stated, or any other address which either party hereto
<br /> 5. BREACH OR DEFAULT/WAIVER may from time to time designate for such purpose, and
<br /> Upon any breach or default of any of the terms or when any such notice is so mailed, it shall be deemed to
<br /> conditions herein contained, BMI may give thirty (30) have been given upon the mailing thereof.
<br /> days' notice in writing to LICENSEE to cure such breach ,
<br /> or default, and in the event that such breach or default 9. GOVERNlNG LAW/MlSCELLANEOUS
<br /> shall not have been cured within such thirty (30) days, This agreement constitutes the entire understanding
<br /> BMI may, at its sole option, and in addition to any.and all between the parties with respect to the subject matter
<br /> other remedies which it may have, cancel this agreement hereof. This agreement cannot be waived or added to or
<br /> by sending written notice to LICENSEE by registered or modified orally and no waiver, addition or modification
<br /> certified mail. No waiver by BMI of full performance of shall be valid unless in writing and signed by the parties.
<br /> this agreement by LICENSEE in any one or more This agreement, its vatidity, construction and effect, shall
<br /> instances shall be deemed a waiver of the right to require be governed by the laws of the State of New York.
<br /> full. and complete performance of this agreement
<br /> thereafter or of the right to cancel this agreement. 10. DEFINITIONS
<br /> (a) Concerts: shall mean and be restricted to concerts
<br /> 6. CLASS AND CATEGORY and similar events given by the Concert BancUWind
<br /> In the event that BMI, at any time during the term hereof, Ensemble/Symphonic Band in the United States, its
<br /> shall, for the same class and category as that of territories and possessions.
<br /> LICENSEE, issue licenses granting rights similar to those
<br /> in this agreement on a more favorable basis, BMI shall, (b) Gross receipts: shall mean all gross box otfice
<br /> for the balance of the term, offer LICENSEE a receipts from concerts and concert fees for all concerts,
<br /> comparable agreement. exclusive of federal, state, and/or local taxes. Gross
<br /> receipts shall in no event include income from program
<br /> 7. ARBITRATION advertising, concessions, or recording or broadcasting
<br /> (a) All disputes of any kind, nature or description arising activities or grants or contributions. As to "run-out"
<br /> in connection with the terms and conditions of this concerts and tours, gross receipts shall be adjusted by
<br /> agreement shall be submitted to the Ame�ican Arbitration deducting transportation�and per diem costs incurred in
<br /> Association in the City, County and State of New York for connection therewith; but in no event shall such deductible
<br /> arbitration under its then prevailing rules, the arbitrator costs for any such concert or tour exceed the gross
<br /> (s) to be selected as follows: Each of the parties shall, receipts thereof.
<br /> by written notice to the other, have the right to appoint �c) Contract year: shall mean any year of the term
<br /> one arbitrator. If, within ten (10) days following the giving commencing September 1 or any partial year
<br /> of such notice by one party, the other shafl not, by written commencing on the commencement date of the term (if
<br /> notice, appoint another arbitrator, the first arbitrator shall such date shall be other than September 1) and ending
<br /> be the sole arbitrator. If two arbitrators are appointed, the following August 31.
<br /> -- they shall appoint a third arbitrator. If ten (10) days
<br /> elapse after the appointment of the second arbitrator and
<br /> the two arbitrators are unable to agree upon the third �
<br /> arbitrator, then either party may, in writing, request the �
<br /> American Arbitration Association to appoint the third
<br /> arbitrator. The award made in the arbitration shall be
<br /> binding and conclusive on the parties and judgment may �
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