HomeMy WebLinkAboutThe Expendables 2025-03-10Contract Number: 877692
Issue Date: Mar 10, 2025
Agent: David Limentani
2846 A. N Milwaukee Ave, Chicago, IL 60618 US | 312-260-0857
Performance Contract made March 10, 2025 between The Expendables LLC (“ARTIST COMPANY”) furnishing the services of
The Expendables (“ARTIST”) and City of Ukiah (“PURCHASER”)
PURCHASER engages the ARTIST COMPANY to furnish the services of ARTIST for the engagement (as defined herein) upon all
the terms and conditions herein set forth, including, without limitations, Addendum “A” (Terms & Conditions), the Artist Rider, and
any other ARTIST COMPANY addenda which are attached hereto and incorporated herein by this reference (Agreement).
PURCHASER AND ARTIST COMPANY hereby Agree as Follows:
ENGAGEMENT / VENUE
Artists The Expendables Venue Sundays in the Park
600 Live Oak Ave
Ukiah, CA 95482 US
Date Sunday, June 8, 2025 Event Series
No. Of Shows 1 Performance Live Set (75 minutes)
Billing 100% Headline Ages All Ages
Announce Monday, April 7, 2025 Schedule
Jun 8, 2025, 5:00 PM Doors Open
Jun 8, 2025, 6:00 PM Opening Act Top Shelf
Jun 8, 2025, 7:00 PM Headliner The Expendables
On Sale NA
Sundays in the Park
COMPENSATION
Flat Guarantee of $ 12,000.00
ADDITIONAL PROVISIONS
Purchaser to provide and pay for hotel accommodations, per Artist specs.
Purchaser to provide and pay for backstage catering per Artist rider.
Purchaser to provide all requirements per Artist’s rider.
Artist to be paid in full, rain or shine.
Support act, if any, requires Artist approval.
PAYMENTS
Deposit Paid to MINT due 4/24/25 $ 6,000.00
Balance due on site $ 6,000.00
Deposit payable by WIRE TRANSFER to MINT TALENT GROUP
Mint Talent Group, LLC, Account #750011799, at City National Bank, Routing: #122016066; Swift: CINAUS6L
Or Paid by certified / cashier’s check sent to: 2846 A. N Milwaukee Ave, Chicago, IL 60618, United States.
Balance to be Paid by cash, money order or cashier’s check Payable to The Expendables LLC. prior to performance or Artist will
not perform.
MERCHANDISE
100% Soft Goods, 100% Recorded, Artist Sells.
COU No. 2425-206
PRODUCTION
PURCHASER to provide and pay for Sound and Lights, approved by ARTIST.
TICKETING
Tier (6/8/25) Total Comps/Kills Price Total
Free Admission 10000 0 $ 0.00 $ 0.00
Total 10000 0
Gross Potential $ 0.00
Net Potential $ 0.00
Ticketing Fees
Ticket Notes:
CONTACT LIST
ARTIST The Expendables VENUE Sundays in the Park
Manager:
Bryan Sandell
bryan@1212mgmt.com
Andrew Vicente
amp@1212mgmt.com
Igor Katz
650-291-1732
igor@ineffablemusic.com
Marketing:
Andrew Vicente
408-355-0382
amp@1212mgmt.com
Tour Manager:
Travis Cross
traviscrossproductions@gmail.com
Igor Katz
650-291-1732
igor@ineffablemusic.com
Promoter/Buyer:
Carter Grissom
707-391-8676
highestvibrationmusic@yahoo.com
Production:
Larry Thompson
707-391-7090
larry4music@comcast.net
Marketing:
Carter Grissom
707-391-8676
highestvibrationmusic@yahoo.com
PURCHASER ARTIST COMPANY
Sage Sangiacomo
City of Ukiah
411 W Clay St
Ukiah, CA 95482 US
sig|req|signer1]
X
date|date|signer1]
Igor Katz
The Expendables LLC
The Greenroom Resource PO Box 6009
Bozeman, MT 59771 US
X
ADDENDUM “A”
ADDITIONAL TERMS AND CONDITIONS
A. COMPENSATION
1)Unless otherwise specified, all payments shall be made in full without any deductions whatsoever.
2)In the event the payment to ARTIST shall be based in whole or in part on receipts of the performance(s) hereunder, PURCHASER agrees to
deliver to ARTIST a certified statement of the gross receipts of each performance within two (2) hours following such performance. ARTIST shall
have the right to have a representative present in the box office at all times and such representative shall have access to box office records of
PURCHASER relating to gross receipts of the Engagement.
3)In the event that the payment of ARTIST’S share of said performance(s) receipts is based in whole or in part upon expenses related to the
Engagement, PURCHASER shall verify by paid receipts, canceled check or similar documents all such expenses, or they shall not be included as an
expense of the Engagement.
4)In the event the payment to ARTIST does not include a percentage payment, if the actual gross box office receipts from the Engagement exceed
the gross potential as stated on the face of this Agreement or as otherwise agreed in writing between parties, such excess shall be immediately paid
in full to ARTIST in cash.
5)PURCHASER agrees to pay all amusement taxes, if applicable.
6)PURCHASER shall enforce all social distancing and gathering restriction protocols as recommended and/or required by the CDC and Local State
regulations. Guidelines and restrictions are to be re-assessed one week prior to performance. PURCHASER and ARTIST reserve the mutual right to
cancel performance due to COVID-related safety measures. If the Venue is deemed unsafe for ARTIST to perform due to PURCHASER neglecting
to enforce state restrictions and protocols, ARTIST shall no longer have an obligation to perform and shall receive full compensation.
B.TICKETS Note: free show, no ticket sales.
7)PURCHASER shall not announce, advertise, promote or sell tickets to the Engagement until authorization in writing has been received
from ARTIST or AGENT.
8)No tickets shall be priced at more than the agreed upon price exclusive of value added tax or other sales-based tax without ARTIST or AGENT
prior approval.
9)If ticket price scaling shall be varied in any respect, the percentage of compensation payable to ARTIST shall be based on whichever of the
following is more favorable to ARTIST: (i) the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing by
the parties, or (ii) the actual ticket price scaling in effect for the Engagement.
10)It is understood that no stage seats are to be sold or used without ARTIST or AGENT prior written consent.
C.BILLING
11)ARTIST shall receive billing in such order, form, size and prominence as directed by AGENT in all advertising and publicity issued by or under
the control of the PURCHASER, including, but not limited to, displays, newspapers, radio and television ads, electric lights, posters, house boards
and announcements.
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2) PURCHASER may only use ARTIST’S name and pre-approved: voice, likeness, materials, pictures, photographs, image, or other identification of
ARTIST (collectively, “ARTIST’S Likeness”) in connection with PURCHASER’S advertising and publicizing of the Engagement, however
PURCHASER’S use of ARTIST’S likeness shall not be as an endorsement or indication of use of any product or service and no corporate or
productive/service name or logo shall be included in any such advertising and publicity absent AGENT’S prior written approval in each instance.
Notwithstanding the foregoing, the placement, form, content, appearance, and all other aspects of PURCHASER’S use of ARTIST’S likeness shall at
all times be subject to the prior written ARTIST or AGENT approval.
D. MERCHANDISING
ARTIST shall have the exclusive right to sell souvenir programs, books, photographs, recordings and any and all types of merchandise including,
but not limited to, articles of clothing (i.e. T-shirts, hats, etc.), posters, stickers, etc., on the premises of the place(s) of performance without any
participation in the proceeds by PURCHASER subject, however, to concessionaire’s requirements, if any, as specified on the contract face in this
Agreement. Payment for any ARTIST merchandise sold by PURCHASER or venue must be received by ARTIST within thirty (30) days of the date
of the scheduled Engagement. If payment is not received by ARTIST within thirty (30) days of the date of the scheduled Engagement, then
PURCHASER will waive any right to receiving proceeds from the sale of ARTIST merchandise and ARTIST shall retain all monies related to
ARTIST merchandise sales.
E. FACILITIES / EQUIPMENT / STAFF
1)PURCHASER agrees to furnish at its sole cost and expense on the date(s), time(s) and place(s) of the performance(s) all that is necessary for the
proper and lawful presentation of the Engagement, including, without limitation, a suitable venue, well-heated or cooled as per prevailing conditions,
ventilated, lighted, clean and in good order, stage curtains, properly tuned grand piano or pianos (if required) and all necessary first class sound
equipment in perfect working condition including amplifiers, microphones in number and quantity required by ARTIST, dressing rooms
clean, comfortable, properly heated and air-conditioned and near the stage), all necessary electricians and stage hands, all necessary first class lights,
tickets, house programs, all licenses (including musical performing right licenses), special police, ushers, ticket sellers, ticket takers, appropriate and
sufficient advertising in all media and PURCHASER shall pay all other necessary expenses in connection therewith. Note: Stage is outdoors and has
no climate control or curtains. No piano is required or provided. Free show, no ticket sales.
2)PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder as provided on the face of the
agreement, or as designated in the attached ARTIST Rider, unless otherwise agreed by ARTIST and PURCHASER in writing.
3)PURCHASER shall comply with all regulations and requirements of any union(s) that may have jurisdiction over any of the said materials,
facilities and personnel to be furnished by PURCHASER and ARTIST.
4)If ARTIST so requires, PURCHASER will furnish at its expense all necessary facilities, electricians, stagehands and other personnel for lighting
and dress rehearsals. PURCHASER shall furnish at its own expense all other items and personnel including, but not limited to, any and all personnel,
including musicians, as may be required by any national or local union(s) required for the proper presentation of the performance hereunder, and any
rehearsals therefore, except for those items and personnel which ARTIST herein specifically agrees to furnish.
5)PURCHASER shall ensure compliance with all applicable requirements of laws and regulations as to health and safety, licensing, insurance,
hygiene, fire, access, egress, security, and generally relation to the performance(s) and the venue(s) and the venue(s) for such performances(s).
F.PRODUCTION CONTROL
6)ARTIST shall have the sole and exclusive creative control over the production and presentation of ARTIST’S performance at the Engagement
hereunder, including, but not limited to, the details, means and methods of the performance of the performing artist’s hereunder, and ARTIST shall
have the sole right, as ARTIST may see fit, to designate and change at any time the performing personnel other than the ARTIST herein specifically
named.
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2) ARTIST shall at all times be the headline act and will be the closing act of each show, unless otherwise specified herein.
3) PURCHASER agrees that no performers other than those to be furnished by the ARTIST hereunder will appear on or in connection with the
Engagement hereunder unless otherwise agreed in advance. Any supporting acts require ARTIST advance approval or remain subject to
cancellation.
4) PURCHASER agrees that no other Engagement outside of the agreement contained hereunder to occur on the same date at the same
facility/venue, unless otherwise agreed by ARTIST or AGENT in advance. No separate matinee or early or late shows whatsoever, unless otherwise
agreed by ARTIST or AGENT in advance. ARTIST RESERVES THE RIGHT TO CANCEL FOR PAYMENT IN FULL AT ANY TIME IF SUCH
CONDITIONS ARE NOT FOLLOWED OR DISCLOSED, INCLUDING UPON ARRIVAL DAY OF SHOW.
5) PURCHASER agrees to promptly comply with ARTIST’S directions as to stage settings for the performance hereunder.
G. NO RECORDING/BROADCAST
PURCHASER shall not itself, nor shall it permit or authorize others (including, without limitation, PURCHASER or venue employees,
representatives or contractors) to record, broadcast, televise, film, photograph, webcast, or otherwise reproduce the visual and/or audio
performances hereunder (or any part thereof) and/or ARTIST and/or ARTIST’S personnel at any time during the Engagement for any purpose,
archival or otherwise. In the event PRODUCER does so grant any of the aforementioned rights, such rights shall be subject to a separate written
agreement and PURCHASER shall be responsible, at PURCHASER’s sole cost and expense, for securing any and all necessary third party rights,
licenses, clearances, and permissions (including, but not limited to, all necessary publishing and record label clearances) required in connection
with PURCHASER’s capture and/or exploitation of the same. Notwithstanding the foregoing, and further to any additional obligations of
PURCHASER to indemnify PRODUCER/ARTIST contained in this Agreement, PURCHASER shall indemnify and hold harmless PRODUCER
and ARTIST from any and all damage(s) it, or they, may sustain as a result of PURCHASER’s failure to comply herewith.
H. EXCUSED PERFORMANCE
If, as the result of a Force Majeure Event (as defined below), ARTIST is unable to, or is prevented from, performing the Engagement or any portion
thereof or any material obligation under this Agreement, then ARTIST’S obligations hereunder will be fully excused, there shall be no claim for
damages or expenses by PURCHASER, and PURCHASER shall bear its own costs and expenses in connection with this Agreement.
Notwithstanding the foregoing: (i) PURCHASER shall be obligated and liable to ARTIST for such proportionate amount of payment provided for
therein as may be due hereunder for any performance(s) which ARTIST may have rendered up to the time of the inability to perform by reason of
such Force Majeure Event; and (ii) in the event of such non-performance as a result of a Force Majeure Event, if ARTIST is present, ready, and
willing to perform (but for the occurrence of such Force Majeure Event), then PURCHASER shall nevertheless pay ARTIST an amount equal to the
full guarantee plus all other payments and compensation due hereunder; and (iii) in the event of such non-performance as a result of a Force
Majeure Event that renders Artist unready and/or unable to perform, then PURCHASER shall nevertheless pay ARTIST an amount equal to 50% of
the full guarantee. For clarification, in the event of cancellation due to any Force Majeure Event, and whether or not ARTIST is ready, willing to
perform, PURCHASER shall remain responsible for all transportation, accommodations, expense reimbursements and any other payments or
compensation for ARTIST and entourage pursuant to the terms of this Agreement.
A “Force Majeure Event” shall mean any one or more of the following acts which makes any performance(s) by ARTIST contemplated by this
Agreement impossible, infeasible or unsafe: act(s) of God; act(s) of regulation(s) of any public authority or bureau, civil tumult, epidemic, act(s) of
the public enemy; act(s) or threats of terrorism; threats; insurrections, riots or other forms of civil disorder in, or around, the Engagement venue or
which ARTIST reasonably believe jeopardizes the safety of ARTIST, any of ARTIST’S equipment, musicians or other performers, or any of
ARTIST’S key personnel,; embargoes; labor disputes (including, without limitation, strikes, lockouts, job actions, or boycotts); fires; explosions;
floods; shortages of energy or other essential services; failure of technical facilities; failure or delay of transportation; death; disability, illness, injury
or other inability to perform of ARTIST, any of ARTIST’S musicians, other performers, crew, representatives or advisors, any of ARTIST’S family
members, or any other person personally known to ARTIST whose death, disability, illness or injury adversely impacts ARTIST’S ability to perform
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in connection with the Engagement; or other similar or dissimilar causes beyond the control of ARTIST which make any performance(s)
contemplated by this Agreement impossible, infeasible or unsafe.
I. INCLEMENT WEATHER
Notwithstanding anything contained to the contrary herein, inclement weather shall not be deemed a Force Majeure event and PURCHASER shall
remain liable for payment to ARTIST of the full guarantee plus all other compensation due hereunder if the performance(s) called for herein is
prevented by such weather conditions, regardless of which party (ARTIST or PURCHASER) cancels the Engagement. For clarification,
PURCHASER shall remain responsible for all other terms and conditions of this Agreement, including, without limitation, accommodations,
transportation, and expense reimbursements for ARTIST and touring party. ARTIST shall have the sole right to determine in good faith whether
any weather conditions shall render the performance(s) impossible, infeasible, hazardous or unsafe.
J. ARTIST’S RIGHT TO CANCEL
PURCHASER agrees that ARTIST may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least
thirty (30) days prior to the commencement date of the Engagement hereunder. Upon termination of the Agreement in accordance with this Section
G, ARTIST shall return to PURCHASER any deposit previously received by ARTIST or AGENT in connection with the Engagement. Subject to
the foregoing, upon such termination, the parties shall have no further rights or obligations hereunder, and each of the parties shall bear its own
costs incurred in connection with this Agreement.
K. PURCHASER DEFAULT
1) In the event PURCHASER refuses or neglects to provide any of the items herein stated or comply with any provisions hereunder, and/or fails to
promptly make any of the payments as provided herein and/or fails to proceed with the Engagement and/or fails to furnish ARTIST or AGENT with
any documentation, tickets or notice or proof thereof as required hereunder, at the times herein specified, then any such failure shall be deemed a
substantial and material breach of this Agreement and ARTIST shall have the right (in ARTIST’S sole discretion), without prejudice to any other
rights and remedies to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts
already paid to ARTIST by PURCHASER as partial compensation for such breach; (iii) receive the full GUARANTEE (or unpaid balance thereof)
plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by ARTIST in connection
with the Engagement or the transactions contemplated by this agreement; and (iv) ARTIST shall have no further liabilities and/or obligations in
connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER
shall remain responsible for all transportation, accommodations, and expense reimbursements for ARTIST and entourage pursuant to the terms of
this Agreement.
2) If, on or before the date of any scheduled Engagement, PURCHASER has failed, neglected, or refused to perform any contract with
AGENT/ARTIST, and/or any contract with any third party relating to this Engagement, and/or any other contract with any other performer for any
other engagement (whether or not related), or if the financial standing or credit of PURCHASER has been impaired or is in ARTIST or AGENT’S
opinion unsatisfactory, ARTIST shall have the right to demand payment of the full GUARANTEE and all other compensation due pursuant to this
Agreement. If PURCHASER fails or refuses to make such payment forthwith, then any such failure shall be deemed a substantial and material
breach of this Agreement, and ARTIST shall have the right (in ARTIST’S sole discretion), without prejudice to any other rights and remedies, to: (i)
immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to ARTIST or
AGENT by PURCHASER as partial compensation for such anticipatory breach; (iii) receive the full GUARANTEE (or balance thereof) and all
other compensation due pursuant to this Agreement and all out of pocket expenses incurred by ARTIST in connection with Engagement or the
transactions contemplated by this Agreement; and (iv) ARTIST shall have no further liabilities and/or obligations in connection with the Engagement
or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all
transportation, accommodations, and expense reimbursements for ARTIST and entourage pursuant to the terms of this Agreement.
L. INSURANCE/INDEMNIFICATION
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1) PURCHASER shall obtain and maintain, from the date hereof through completion of the Engagement, public and comprehensive general liability
insurance coverage in an amount of not less than Five Millions Dollars ($5,000,000) per occurrence (but in no event in amounts less than the limits
required but the venue and/or as set forth in the ARTIST Rider, if any) indemnifying and holding ARTIST and ARTIST’S traveling party and
ARTIST’S respective officers, directors, principals, agents, employees and representatives, harmless from claims and/or actions by any and all
persons who suffer death, personal injury or property damage during or incidental to any performance given under this Agreement or arising out of or
in connection with this Agreement. The foregoing policies maintained by PURCHASER shall contain a waiver(s) of subrogation with respect to the
ARTIST and their respective officers, directors, principals, agents, employees and representatives, and each policy shall contain all appropriate riders
and endorsements. PURCHASER will provide evidence of the existence of the insurance coverage referred to herein by naming ARTIST, and their
respective officers, directors, principals, agents, employees and representatives, as “additional insureds” and providing ARTIST with originals or
copies of certificates of insurance so reflecting and providing that ARTIST shall be notified in writing by the insurance carrier of any change or
modification in the policy, not less than fifteen (15) days prior the effective date of such change. ARTIST’S failure to request, review or comment on
any such certificates shall not affect ARTIST’S rights or PURCHASER’S obligations hereunder.
2) Without limiting the generality of the foregoing, PURCHASER hereby indemnifies and holds ARTIST, as well as their respective agents,
representatives, principals, employees, officers and directors, harmless from and against any loss, damage or expense, including, without limitation,
reasonable attorney’s fees, incurred or suffered by or threatened against ARTIST or any of the foregoing in connection with or as a result of any
claim for death, personal injury or property damage or otherwise brought by or on behalf of any third party person, firm or corporation as a result of
or in connection with the Engagement, or any acts or omissions of PURCHASER or its employees, agents, or other representatives in connection
with the transactions contemplated by this Agreement, which claim does not directly result from the gross negligence of the ARTIST.
M. LIMITATION OF LIABILITY
In no event shall ARTIST (nor any of their respective agents, representatives, principals, employees, officers, directors and affiliates) be liable to
PURCHASER (or any third party) for any indirect, incidental, consequential, special, punitive (or exemplary), or any similar damages, including,
without limitation, lost profits, loss of revenue or income, cost of capital, or loss of business reputation or opportunity, as to any matter under,
relating to, or arising out of the Engagement or the transactions contemplated by this Agreement, whether in contract, tort or otherwise, even if
ARTIST has been advised of the possibility of such damages. Under no circumstances shall the liability of ARTIST (or any of their respective
agents, representatives, principals, employees, officers, directors and affiliates) exceed, in the aggregate, an amount equal to the lesser of (i) the
amount of reasonably necessary out-of-pocket expenses directly incurred by PURCHASER in connection with the Engagement; or (ii) the amount
of the GUARANTEE which ARTIST have actually received in accordance with the terms of this agreement. PURCHASER agrees that it shall not
and shall cause its affiliates not to) seek indirect, incidental, consequential, special, punitive (or exemplary), or any other similar damages as to any
matter under, relating to, or arising out of the Engagement or the transactions contemplated by this Agreement.
N. CONFIDENTIALITY
PURCHASER agrees that the terms of the Contract are strictly confidential. Accordingly, PURCHASER shall not disclose the terms or contents of
the Contract to any third parties unless (i) the other party agrees in writing to the disclosure, or (ii) disclosure is absolutely required by applicable law
or court order. The parties hereby agree that each party may disclose the terms of the Contract and to its agents, employees, legal representatives or
financial advisors as may be necessary in fulfilling the terms hereof. In addition to the foregoing, ARTIST has advised PURCHASER, and
PURCHASER hereby acknowledges, that ARTIST’s privacy is highly valued and requires all efforts be made to maintain confidentiality with respect
to all information and material of every kind concerning ARTIST, ARTIST’S business, and ARTIST’s professional and personal lives, activities and
affairs (collectively, “Sensitive Information”), other than information or material publicly and intentionally disclosed by ARTIST. PURCHASER
agrees that all Sensitive Information shall be deemed to be confidential, private, secret and sensitive, and shall be kept confidential and secret by
PURCHASER. PURCHASER shall not, at any time, (a) disseminate, publish, state or in any other manner disclose any Sensitive Information which
comes to the attention of or is derived by PURCHASER as a result of the Engagement or otherwise, subject to any disclosure which PURCHASER
may be required to make by judicial process from a court of competent jurisdiction or otherwise as a matter of law; (b) give any interviews (whether
oral or written) concerning Sensitive Information without ARTIST’S prior written consent; (c) write or prepare, or assist in the preparation of any
books, articles, programs, or other oral or written communications which concern or discuss Sensitive Information; or (d) take any action, or make
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any remarks, that may harm or disparage ARTIST or ARTIST’S reputation or public image. For purposes of this paragraph, “PURCHASER” shall
include its employees, agents and independent contractors.
O. NOTICES
All notices required hereunder shall be given in writing at the address stated in the preamble of this Agreement.
P. CONTROLLING PROVISIONS
In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any riders, addenda, exhibits or any
other attachments hereto, the parties agree that the provisions most favorable to ARTIST shall control.
Q. ROLE OF AGENT
Mint Talent Group acts only as an agent for ARTIST and assumes no liability hereunder and it is agreed that neither PURCHASER nor ARTIST
will name Mint Talent Group or any of its officers, directors, principals, agents, employees and representatives as a party in any civil action or suit
anywhere in the world, arising out of, in connection with or related to any acts of commission or omission pursuant to or in connection with this
Agreement by either PURCHASER or ARTIST.
R. MISCELLANEOUS PROVISIONS
1) PURCHASER shall not commit ARTIST to any interviews, promotional appearances. Meet & Greets, photo opportunities or otherwise
without ARTIST’S prior, written consent, which shall be given or withheld at ARTIST’S sole discretion.
2) PURCHASER shall not commit to any stage introductions whether from PURCHASER themselves or media presenter, DJ/celebrity personality,
without ARTIST’S prior, written consent.
3) Nothing in the Agreement shall require the commission of any act contrary to applicable law or to any rules or regulations of any union, guild or
similar body have jurisdiction over the services and personnel to be furnished by ARTIST to PURCHASER hereunder. In the event of any conflict
between any provision of the Agreement and any such law, rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be
curtailed, modified, or limited only to the extent necessary to eliminate such conflict.
4) This (and any of ARTIST’S riders, addenda, exhibits or attachments hereto) constitutes the sole, complete and binding agreement between the
parties hereto, and may not be amended, supplemented, altered or discharged except by an instrument in writing signed by the parties. If any part of
the Agreement is determined to be void, invalid or unenforceable, such invalid or void portion shall be deemed to be separate and severable from the
other portions of this Agreement, and the other portions shall be given full force and effect, as though the void and invalid portions or provisions
were never a part of this Agreement.
5) This Rider and Contract shall be deemed made and entered into in the State of Illinois and shall be governed by the laws of such State applicable
to contracts entered into and wholly to be performed therein. The State or Federal courts located in Chicago, IL shall have exclusive jurisdiction
over any disputes arising hereunder and the parties hereto agree to submit to the jurisdiction of these courts. In such an event, the prevailing party to
such dispute shall have the right to be reimbursed by the other party for its reasonable attorneys’ fees.
6) PURCHASER shall not have the right to assign or transfer this Agreement, or any provision thereof.
7) The waiver of any breach of any provision of this Agreement shall not be deemed a continuing waiver, and no delay in exercise of a right
shall constitute a waiver.
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8) Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership, or joint venture, nor to make ARTIST
liable in whole or in part for any obligation that may be incurred by PURCHASER, in PURCHASER’S carrying out any of the provisions
hereto, or otherwise.
9) The terms “ARTIST” and PURCHASER” as used herein shall include and apply to the singular and the plural and to all genders.
10) There shall be NO chargebacks to ARTIST of any kind (including, but not limited to in relation to labor and/or production costs) under any
circumstances unless such chargeback is expressly agreed to and pre-approved in writing by ARTIST or AGENT.
11) THE PERSON EXECUTING THIS AGREEMENT ON PURCHASER’S BEHALF WARRANTS HIS/HER AUTHORITY TO DO SO,
AND SUCH PERSON HEREBY PERSONALLY ASSUMES LIABILITY OF THE PAYMENT OF SAID PRICE IN FULL.
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PRODUCTION RIDER 2024
USEFUL CONTACTS
BAND MANAGEMENT TOUR AGENCY (US): Mint Talent Group
Bryan Sandell Ryan Owens
bryan@1212mgmt.com ryan@minttalentgroup.com
Andrew Vicente David Limentani
amp@1212mgmt.com david@minttalentgroup.com
Tyler Coburn Daniel Park
tyler@1212mgmt.com daniel@minttalentgroup.com
Igor Katz
igor@ineffablemusic.com
TM / FOH: Travis Cross
traviscrossproductions@gmail.com
801)708-1359
TOURING PERSONNEL
BAND: 4
Geoff Weers USA Vocals, Guitar
Adam Patterson USA Vocals, Drums
Ryan DeMars USA Vocals, Bass
Raul Bianchi USA Guitar
Kevin Eichhorn USA Keys
Jose Picazo USA Vocals, Guitar
Crew: 4
Travis Cross USA TM/FOH
Daniel Thigpen USA Stage Tech
Kenneth Nishikawa USA Stage Tech / Merch
Andrew Hall USA Media
LIGHTING
The Expendables lighting plot will be attached separately. Please contact the Expendables
Tour Manager for any questions or clarifications regarding our lighting package or local lighting
requirements. The Expendables production will have full control over the cueing of House
Lights. All lights in the auditorium not specifically required by local or venue safety regulations
must be switched off during the performance. This especially applies to clocks, scoreboards,
advertising billboards and concessions stands. All doorways to lighted hallways must be
curtained off. If an unusual situation exists in which all auditorium lights cannot be switched off
during the performance, The Expendables production should be informed no less than (14) days
prior to show day. Note: the Todd Grove stage has fixed lighting only.
SOUND SPECIFICATIONS
The Expendables input list and stageplot will be attached separately. The Expendables
sound engineers shall be given full and unhindered access to and use of the PA system. Please
provide a good P.A. with adequate power (+headroom) to deliver clean, undistorted sound of 105
dB SPL RMS at any point in the venue. Please ensure the stage is completely clear of house
desk, split, drum fill, drum risers & all other house equipment that will not be used on show day
in time for load-in. In the cases where The Expendables carries their own production, all in-
house PA equipment must be removed prior to load-in. This will not bear any cost to The
Expendables production and is at the Purchaser’s expense. The FOH mixing console will be set
up approximately 85 to 100 feet (25m to 30m) from the downstage edge in line with the center
stage (with respect to the venue’s size/proportions). In the event that this position is not available
or is underneath a balcony or behind any other obstruction, final placing must be approved by
The Expendables Tour Manager/engineer. The FOH mix position must be properly protected
using MOJO style barriers 1.2m high. This must NOT be set up prior to our arrival. These must
only be set up once The Expendables production is satisfied with the final mix position. These
safety barriers must be removed immediately after the show. UNDER NO CIRCUMSTANCES
must the loading crew be used for this job. The need for risers at FOH will be determined during
the show advance by The Expendables Tour Manager approximately 14 days prior to show day.
In some cases, this decision will be made on the day of the show. The Expendables reserves the
right to select the music played before their performance. Note: FOH will be secured by event
fencing and/ or rope.
Important! In the cases where we do not carry production, we will be relying on the house to
provide proper professional equipment. This means NO Behringer x32, Soundcraft, or older
Yamaha consoles (m7, or LS9). We will provide a microphone package but will need sub
snakes, cables, and stands from the venue.
SOUNDCHECK: This is a closed sound check, and the auditorium will be cleared of everyone
except those directly involved in the sound check or in the preparation of the auditorium. The
audience will not be allowed to enter the auditorium until all technical set up and sound check
have been completed. The venue agrees not to open the auditorium to the audience until approval
is given by The Expendable’s Production. The Expendable’s production requires that sound
check occur no less than two hours before doors. Sound check times will be agreed during the
advance. The Expendables’s production must be informed of any restrictions which could
affect either the timing of or the soundcheck itself. Note: venue is a public park which will be
open to spectators.
MONITOR MIX POSITION: The Expendable’s are carrying their own IEM rack with in-ear
monitors and split. House monitors will not be required unless the Tour Manager specifies
otherwise. The monitor mix position will be placed on the stage left side of the stage or floor, in
a downstage position which allows the Monitor Engineer to see across the stage during the
performance. Please notify The Expendables’s Production during the advance if a stage left
installation will not be possible.
NOISE RESTRICTIONS: Should there be any government/local authority posed noise level
restrictions during the day or during show time, or any restrictions on the movement of Heavy
Goods Vehicles, please notify The Expendables’s Production no less than (14) days prior to
show day.
PRODUCTION TO BE SUPPLIED LOCALLY: The Purchaser is responsible for the
provision of all audio requirements according to the artist specifications listed on the stage plot
and input list. Substitutions of equipment for other models or manufacture types won’t be
accepted without prior agreement in writing by The Expendables’s Tour Manager.
LOCAL PRODUCTION REQUIREMENTS ARE AS FOLLOWS;
Stage: approx. 1,20 meters high (with regard to the room size) capable to resist of a load of 500kg/m2.
Solid roof for outdoor events able to withstand 80 km/h winds.
ONE (1) - 8’ Wide x 8’Deep x 12” High rolling riser for stage.
All audio consoles, microphones, XLR cabling, mic stands and sub-snakes.
Sound System including Delays where necessary.
Professional 3-way or 4-way PA System with L+R+SUB (XLR input preferably at FOH Position).
TWO (2) x 2-way Front Fill Speakers w/amps (NOTE: We won’t accept wedges as front fills).
Intercom system between FOH Desk / Light desk / Monitor desk.
The power must never be switched off without the permission of The Expendables
engineers. Damage to equipment as a result of unnecessary manual interruption of power is
the purchaser’s responsibility.
Meet & Greets
All Meet & Greets for THE EXPENDABLES require pre-approval in Writing by 1212
Management (Bryan Sandell - bryan@1212mgmt.com) no less than 30 days prior to the
engagement date.
BACKLINE
REQUIREMENTS: The purchaser is responsible for the provision of all backline requirements
according to the artist specifications listed below. Substitutions of equipment for other models or
manufacture types won’t be accepted without prior agreement in writing by The Expendable’s
Tour Manager.
Drums: Pearl Reference or closest pearl equivalent for shells
1) 22” Kick
1) 10” Rack Tom
1) 12” Rack Tom
1) 16” Floor Tom
2) 14” Pearl Reference and Symphonic Aluminum
1) 14” Timbale
4) Pearl Pro series cymbal boom stands
1) Pearl Pro series 2-leg Hi-Hat Stand
2) Pearl Pro series Snare Stands
1) Pearl Roadster Multi-Core Saddle Drum Throne
1) Pearl Eliminator Redline double Kick pedal
1) Gibraltar 6713E 6700 Series Electronics Mounting Stand
1) 16” Zildjian A Custom Medium Crash Cymbal*
1) 17” Zildjian A Custom Medium Crash Cymbal*
1) 18” Zildjian A Custom Medium Crash Cymbal*
1) 22” Zildjian A Custom Medium ride Cymbal*
1) 14” Hi Hat Cymbals K Custom dark Hi Hat Cymbals*
All Zildjian Cymbals must be swapped to Legado brand Cymbals if available.
Keys:
1) Ultimate Support Apex AX-48 Pro Column Keyboard Stand (need 3 tiers)
1) Yamaha MOXF6
1) Roland Fantom 06 (if not available then: Roland VRBK)
1) Nord Electro 5D
8) ¼ inch instrument cables
2) sustain pedals
HOSPITALITY
LUNCH & DINNER: There are SEVEN (7) people with no dietary restrictions. If hot meals
with protein options are not being provided, a buyout at $25 USD (or equivalent of local
currency) per meal, per person, should be delivered to the Tour Manager upon arrival. Please
double-check the number of buyouts needed with the Tour Manager before show day. All
buyouts must be given to the Tour Manager by 12:00.
DRESSING ROOMS:
3) x cases of 24ct water (one case needed for soundcheck)
1) x case of 24-pack variety White Claw – No watermelon
1) x bottle of Tito's Vodka
1) x 12 pack of High Noon’s
1) x 12 pack of Corona Premier
1) x case of LaCroix
1) x Chips n Salsa
1) x Assortment of fresh fruit and veggies (variety of berries, vegetable tray, apples, bananas,
etc.)
1) x Meat and cheese platter
2) x 4 pack of Gatorade 20 oz – 32 oz (Gatorade zero will not be accepted, and neither will
small gatorades. There must be at least 20 fluid ounces minimum.)
1) x Case of Coca-Cola
1) x Case of Diet Coca-Cola
1) x Pack of Liquid IV
1) x Tea and Coffee Station w/ creamer, sweeteners, and honey
GENERAL TERMS
A. COMPENSATION
1) Unless otherwise specified, all payments shall be made in full without any deductions whatsoever.
2) In the event the payment to ARTIST shall be based in whole or in part on receipts of the performance(s) hereunder, PURCHASER agrees to
deliver to ARTIST a certified statement of the gross receipts of each performance within two (2) hours following such performance. ARTIST
shall have the right to have a representative present in the box office at all times and such representative shall have access to box office records of
PURCHASER relating to gross receipts of the Engagement.
3) In the event that the payment of ARTIST’S share of said performance(s) receipts is based in whole or in part upon expenses related to the
Engagement, PURCHASER shall verify by paid receipts, cancelled check or similar documents all such expenses, or they shall not be included as
an expense of the Engagement.
4) In the event the payment to ARTIST does not include a percentage payment, if the actual gross box office receipts from the Engagement
exceed the gross potential as stated on the face of this Agreement or as otherwise agreed in writing between parties, such excess shall be
immediately paid in full to ARTIST in cash.
5) PURCHASER agrees to pay all amusement taxes, if applicable.
6) PURCHASER shall enforce all social distancing and gathering restriction protocols as recommended and/or required by the CDC and Local
State regulations. Guidelines and restrictions are to be re-assessed one week prior to performance. PURCHASER and ARTIST reserve the mutual
right to cancel performance due to COVID-related safety measures. If the Venue is deemed unsafe for ARTIST to perform due to PURCHASER
neglecting to enforce state restrictions and protocols, ARTIST shall no longer have an obligation to perform and shall receive full compensation.
B. TICKETS
1) PURCHASER shall not announce, advertise, promote or sell tickets to the Engagement until authorization in writing has been received from
ARTIST or AGENT.
2) No tickets shall be priced at more than the agreed upon price exclusive of value added tax or other sales-based tax without ARTIST or AGENT
prior approval.
3) If ticket price scaling shall be varied in any respect, the percentage of compensation payable to ARTIST shall be based on whichever of the
following is more favorable to ARTIST: (i) the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing
by the parties, or (ii) the actual ticket price scaling in effect for the Engagement.
4) It is understood that no stage seats are to be sold or used without ARTIST or AGENT prior written consent.
C. BILLING
1) ARTIST shall receive billing in such order, form, size and prominence as directed by AGENT in all advertising and publicity issued by or
under the control of the PURCHASER, including, but not limited to, displays, newspapers, radio and television ads, electric lights, posters, house
boards and announcements.
2) PURCHASER may only use ARTIST’S name and pre-approved: voice, likeness, materials, pictures, photographs, image, or other
identification of ARTIST (collectively, “ARTIST’S Likeness”) in connection with PURCHASER’S advertising and publicizing of the
Engagement, however PURCHASER’S use of ARTIST’S likeness shall not be as an endorsement or indication of use of any product or service
and no corporate or productive/service name or logo shall be included in any such advertising and publicity absent AGENT’S prior written
approval in each instance. Notwithstanding the foregoing, the placement, form, content, appearance, and all other aspects of PURCHASER’S use
of ARTIST’S likeness shall at all times be subject to the prior written ARTIST or AGENT approval.
D. MERCHANDISING
ARTIST shall have the exclusive right to sell souvenir programs, books, photographs, recordings and any and all types of merchandise including,
but not limited to, articles of clothing (i.e. T-shirts, hats, etc.), posters, stickers, etc., on the premises of the place(s) of performance without any
participation in the proceeds by PURCHASER subject, however, to concessionaire’s requirements, if any, as specified on the contract face in this
Agreement.
E. FACILITIES / EQUIPMENT / STAFF
1) PURCHASER agrees to furnish at its sole cost and expense on the date(s), time(s) and place(s) of the performance(s) all that is necessary for
the proper and lawful presentation of the Engagement, including, without limitation, a suitable venue, well-heated or cooled as per prevailing
conditions, ventilated, lighted, clean and in good order, stage curtains, properly tuned grand piano or pianos (if required) and all necessary first
class sound equipment in perfect working condition including amplifiers, microphones in number and quantity required by ARTIST, dressing
rooms (clean, comfortable, properly heated and air-conditioned and near the stage), all necessary electricians and stage hands, all necessary first
class lights, tickets, house programs, all licenses (including musical performing right licenses), special police, ushers, ticket sellers, ticket takers,
appropriate and sufficient advertising in all media and PURCHASER shall pay all other necessary expenses in connection therewith.
2) PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder as provided on the face of
the agreement, or as designated in the attached ARTIST Rider, unless otherwise agreed by ARTIST and PURCHASER in writing.
3) PURCHASER shall comply with all regulations and requirements of any union(s) that may have jurisdiction over any of the said materials,
facilities and personnel to be furnished by PURCHASER and ARTIST.
4) If ARTIST so requires, PURCHASER will furnish at its expense all necessary facilities, electricians, stagehands and other personnel for
lighting and dress rehearsals. PURCHASER shall furnish at its own expense all other items and personnel including, but not limited to, any and
all personnel, including musicians, as may be required by any national or local union(s) required for the proper presentation of the performance
hereunder, and any rehearsals therefore, except for those items and personnel which ARTIST herein specifically agrees to furnish.
5) PURCHASER shall ensure compliance with all applicable requirements of laws and regulations as to health and safety, licensing, insurance,
hygiene, fire, access, egress, security, and generally relation to the performance(s) and the venue(s) and the venue(s) for such performances(s).
F. PRODUCTION CONTROL
1) ARTIST shall have the sole and exclusive creative control over the production and presentation of ARTIST’S performance at the Engagement
hereunder, including, but not limited to, the details, means and methods of the performance of the performing artist’s hereunder, and ARTIST
shall have the sole right, as ARTIST may see fit, to designate and change at any time the performing personnel other than the ARTIST herein
specifically named.
2) ARTIST shall at all times be the headline act and will be the closing act of each show, unless otherwise specified herein.
3) PURCHASER agrees that no performers other than those to be furnished by the ARTIST hereunder will appear on or in connection with the
Engagement hereunder unless otherwise agreed in advance. Any supporting acts require ARTIST advance approval or remain subject to
cancellation.
4) PURCHASER agrees that no other Engagement outside of the agreement contained hereunder to occur on the same date at the same
facility/venue, unless otherwise agreed by ARTIST or AGENT in advance. No separate matinee or early or late shows whatsoever, unless
otherwise
agreed by ARTIST or AGENT in advance. ARTIST RESERVES THE RIGHT TO CANCEL FOR PAYMENT IN FULL AT ANY TIME IF
SUCH CONDITIONS ARE NOT FOLLOWED OR DISCLOSED, INCLUDING UPON ARRIVAL DAY OF SHOW.
5) PURCHASER agrees to promptly comply with ARTIST’S directions as to stage settings for the performance hereunder.
G. NO RECORDING/BROADCAST
PURCHASER shall not itself, nor shall it permit or authorize others (including, without limitation, PURCHASER or venue employees,
representatives or contractors) to record, broadcast, televise, film, photograph, webcast, or otherwise reproduce the visual and/or audio
performances hereunder (or any part thereof) and/or ARTIST and/or ARTIST’S personnel at any time during the Engagement for any purpose,
archival or otherwise. In the event PRODUCER does so grant any of the aforementioned rights, such rights shall be subject to a separate written
agreement and PURCHASER shall be responsible, at PURCHASER’s sole cost and expense, for securing any and all necessary third party rights,
licenses, clearances, and permissions (including, but not limited to, all necessary publishing and record label clearances) required in connection
with PURCHASER’s capture and/or exploitation of the same. Notwithstanding the foregoing, and further to any additional obligations of
PURCHASER to indemnify PRODUCER/ARTIST contained in this Agreement, PURCHASER shall indemnify and hold harmless PRODUCER
and ARTIST from any and all damage(s) it, or they, may sustain as a result of PURCHASER’s failure to comply herewith.
H. EXCUSED PERFORMANCE
If, as the result of a Force Majeure Event (as defined below), ARTIST is unable to, or is prevented from, performing the Engagement or any
portion thereof or any material obligation under this Agreement, then ARTIST’S obligations hereunder will be fully excused, there shall be no
claim for damages or expenses by PURCHASER, and PURCHASER shall bear its own costs and expenses in connection with this Agreement.
Notwithstanding the foregoing: (i) PURCHASER shall be obligated and liable to ARTIST for such proportionate amount of payment provided
for therein as may be due hereunder for any performance(s) which ARTIST may have rendered up to the time of the inability to perform by
reason of such Force Majeure Event; and (ii) in the event of such non-performance as a result of a Force Majeure Event, if ARTIST is present,
ready, and willing to perform (but for the occurrence of such Force Majeure Event), then PURCHASER shall nevertheless pay ARTIST an
amount equal to the full guarantee plus all other payments and compensation due hereunder. For clarification, in the event of cancellation due to
any Force Majeure Event, and whether or not ARTIST is ready, willing to perform, PURCHASER shall remain responsible for all transportation,
accommodations, expense reimbursements and any other payments or compensation for ARTIST and entourage pursuant to the terms of this
Agreement.
A “Force Majeure Event” shall mean any one or more of the following acts which makes any performance(s) by ARTIST contemplated by this
Agreement impossible, infeasible or unsafe: act(s) of God; act(s) of regulation(s) of any public authority or bureau, civil tumult, epidemic, act(s)
of the public enemy; act(s) or threats of terrorism; threats; insurrections, riots or other forms of civil disorder in, or around, the Engagement venue
or which ARTIST reasonably believe jeopardizes the safety of ARTIST, any of ARTIST’S equipment, musicians or other performers, or any of
ARTIST’S key personnel,; embargoes; labor disputes (including, without limitation, strikes, lockouts, job actions, or boycotts); fires; explosions;
floods; shortages of energy or other essential services; failure of technical facilities; failure or delay of transportation; death; disability, illness,
injury or other inability to perform of ARTIST, any of ARTIST’S musicians, other performers, crew, representatives or advisors, any of
ARTIST’S family members, or any other person personally known to ARTIST whose death, disability, illness or injury adversely impacts
ARTIST’S ability to perform in connection with the Engagement; or other similar or dissimilar causes beyond the control of ARTIST which
make any performance(s) contemplated by this Agreement impossible, infeasible or unsafe.
I. INCLEMENT WEATHER
Notwithstanding anything contained to the contrary herein, inclement weather shall not be deemed a Force Majeure event and PURCHASER
shall remain liable for payment to ARTIST of the full guarantee plus all other compensation due hereunder if the performance(s) called for herein
is prevented by such weather conditions, regardless of which party (ARTIST or PURCHASER) cancels the Engagement. For clarification,
PURCHASER shall remain responsible for all other terms and conditions of this Agreement, including, without limitation accommodations,
transportation, and expense reimbursements for ARTIST and touring party. ARTIST shall have the sole right to determine in good faith whether
any weather conditions shall render the performance(s) impossible, infeasible, hazardous or unsafe.
J. ARTIST’S RIGHT TO CANCEL
PURCHASER agrees that ARTIST may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least
thirty (30) days prior to the commencement date of the Engagement hereunder. Upon termination of the Agreement in accordance with this
Section G, ARTIST shall return to PURCHASER any deposit previously received by ARTIST or AGENT in connection with the Engagement.
Subject to the foregoing, upon such termination, the parties shall have no further rights or obligations hereunder, and each of the parties shall bear
its own costs incurred in connection with this Agreement.
K. PURCHASER DEFAULT
1) In the event PURCHASER refuses or neglects to provide any of the items herein stated or comply with any provisions hereunder, and/or fails
to promptly make any of the payments as provided herein and/or fails to proceed with the Engagement and/or fails to furnish ARTIST or AGENT
with any documentation, tickets or notice or proof thereof as required hereunder, at the times herein specified, then any such failure shall be
deemed a substantial and material breach of this Agreement and ARTIST shall have the right (in ARTIST’S sole discretion), without prejudice to
any other rights and remedies to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all
amounts already paid to ARTIST by PURCHASER as partial compensation for such breach; (iii) receive the full GUARANTEE (or unpaid
balance thereof) plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by
ARTIST in connection
with the Engagement or the transactions contemplated by this agreement; and (iv) ARTIST shall have no further liabilities and/or obligations in
connection with the Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER
shall remain responsible for all transportation, accommodations, and expense reimbursements for ARTIST and entourage pursuant to the terms of
this Agreement.
2) If, on or before the date of any scheduled Engagement, PURCHASER has failed, neglected, or refused to perform any contract with
AGENT/ARTIST, and/or any contract with any third party relating to this Engagement, and/or any other contract with any other performer for
any other engagement (whether or not related), or if the financial standing or credit of PURCHASER has been impaired or is in ARTIST or
AGENT’S opinion unsatisfactory, ARTIST shall have the right to demand payment of the full GUARANTEE and all other compensation due
pursuant to this
Agreement. If PURCHASER fails or refuses to make such payment forthwith, then any such failure shall be deemed a substantial and material
breach of this Agreement, and ARTIST shall have the right (in ARTIST’S sole discretion), without prejudice to any other rights and remedies, to:
i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to ARTIST
or AGENT by PURCHASER as partial compensation for such anticipatory breach; (iii) receive the full GUARANTEE (or balance thereof) and
all other compensation due pursuant to this Agreement and all out of pocket expenses incurred by ARTIST in connection with Engagement or the
transactions contemplated by this Agreement; and (iv) ARTIST shall have no further liabilities and/or obligations in connection with the
Engagement or the transactions contemplated by this Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain
responsible for all transportation, accommodations, and expense reimbursements for ARTIST and entourage pursuant to the terms of this
Agreement.
L. INSURANCE/INDEMNIFICATION
1) PURCHASER shall obtain and maintain, from the date hereof through completion of the Engagement, public and comprehensive general
liability insurance coverage in an amount of not less than Five Millions Dollars ($5,000,000) per occurrence (but in no event in amounts less than
the limits required but the venue and/or as set forth in the ARTIST Rider, if any) indemnifying and holding ARTIST and ARTIST’S traveling
party and ARTIST’S respective officers, directors, principals, agents, employees and representatives, harmless from claims and/or actions by any
and all persons who suffer death, personal injury or property damage during or incidental to any performance given under this Agreement or
arising out of or in connection with this Agreement. The foregoing policies maintained by PURCHASER shall contain a waiver(s) of subrogation
with respect to the ARTIST and their respective officers, directors, principals, agents, employees and representatives, and each policy shall
contain all appropriate riders and endorsements. PURCHASER will provide evidence of the existence of the insurance coverage referred to herein
by naming ARTIST, and their respective officers, directors, principals, agents, employees and representatives, as “additional insureds” and
providing ARTIST with originals or copies of certificates of insurance so reflecting and providing that ARTIST shall be notified in writing by the
insurance carrier of any change or modification in the policy, not less than fifteen (15) days prior the effective date of such change. ARTIST’S
failure to request, review or comment on any such certificates shall not affect ARTIST’S rights or PURCHASER’S obligations hereunder.
2) Without limiting the generality of the foregoing, PURCHASER hereby indemnifies and holds ARTIST, as well as their respective agents,
representatives, principals, employees, officers and directors, harmless from and against any loss, damage or expense, including, without
limitation,
reasonable attorney’s fees, incurred or suffered by or threatened against ARTIST or any of the foregoing in connection with or as a result of any
claim for death, personal injury or property damage or otherwise brought by or on behalf of any third party person, firm or corporation as a result
of or in connection with the Engagement, or any acts or omissions of PURCHASER or its employees, agents, or other representatives in
connection with the transactions contemplated by this Agreement, which claim does not directly result from the gross negligence of the ARTIST.
M. LIMITATION OF LIABILITY
In no event shall ARTIST (nor any of their respective agents, representatives, principals, employees, officers, directors and affiliates) be liable to
PURCHASER (or any third party) for any indirect, incidental, consequential, special, punitive (or exemplary), or any similar damages, including,
without limitation, lost profits, loss of revenue or income, cost of capital, or loss of business reputation or opportunity, as to any matter under,
relating to, or arising out of the Engagement or the transactions contemplated by this Agreement, whether in contract, tort or otherwise, even if
ARTIST has been advised of the possibility of such damages. Under no circumstances shall the liability of ARTIST (or any of their respective
agents, representatives, principals, employees, officers, directors and affiliates) exceed, in the aggregate, an amount equal to the lesser of (i) the
amount of reasonably necessary out-of-pocket expenses directly incurred by PURCHASER in connection with the Engagement; or (ii) the
amount of the GUARANTEE which ARTIST have actually received in accordance with the terms of this agreement. PURCHASER agrees that it
shall not (and shall cause its affiliates not to) seek indirect, incidental, consequential, special, punitive (or exemplary), or any other similar
damages as to any matter under, relating to, or arising out of the Engagement or the transactions contemplated by this Agreement.
N. CONFIDENTIALITY
PURCHASER agrees that the terms of the Contract are strictly confidential. Accordingly, PURCHASER shall not disclose the terms or contents
of the Contract to any third parties unless (i) the other party agrees in writing to the disclosure, or (ii) disclosure is absolutely required by
applicable law or court order. The parties hereby agree that each party may disclose the terms of the Contract and to its agents, employees, legal
representatives or financial advisors as my be necessary in fulfilling the terms hereof. In addition to the foregoing, ARTIST has advised
PURCHASER, and PURCHASER hereby acknowledges, that ARTIST’s privacy is highly valued and requires all efforts be made to maintain
confidentiality with respect to all information and material of every kind concerning ARTIST, ARTIST’S business, and ARTIST’s professional
and personal lives, activities and affairs (collectively, “Sensitive Information”), other than information or material publicly and intentionally
disclosed by ARTIST. PURCHASER agrees that all Sensitive Information shall be deemed to be confidential, private, secret and sensitive, and
shall be kept confidential and secret by PURCHASER. PURCHASER shall not, at any time, (a) disseminate, publish, state or in any other manner
disclose any Sensitive Information which comes to the attention of or is derived by PURCHASER as a result of the Engagement or otherwise,
subject to any disclosure which PURCHASER may be required to make by judicial process from a court of competent jurisdiction or otherwise as
a matter of law; (b) give any interviews (whether oral or written) concerning Sensitive Information without ARTIST’S prior written consent; (c)
write or prepare, or assist in the preparation of any books, articles, programs, or other oral or written communications which concern or discuss
Sensitive Information; or (d) take any action, or make any remarks, that may harm or disparage ARTIST or ARTIST’S reputation or public
image. For purposes of this paragraph, “PURCHASER” shall include its employees, agents and independent contractors.
O. NOTICES
All notices required hereunder shall be given in writing at the address stated in the preamble of this Agreement.
P. CONTROLLING PROVISIONS
In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any riders, addenda, exhibits or any
other attachments hereto, the parties agree that the provisions most favorable to ARTIST shall control.
Q. ROLE OF AGENT
Mint Talent Group acts only as an agent for ARTIST and assumes no liability hereunder and it is agreed that neither PURCHASER nor ARTIST
will name Mint Talent Group or any of its officers, directors, principals, agents, employees and representatives as a party in any civil action or
suit anywhere in the world, arising out of, in connection with or related to any acts of commission or omission pursuant to or in connection with
this Agreement by either PURCHASER or ARTIST.
R. MISCELLANEOUS PROVISIONS
1) PURCHASER shall not commit ARTIST to any interviews, promotional appearances. Meet & Greets, photo opportunities or otherwise
without ARTIST’S prior, written consent, which shall be given or withheld at ARTIST’S sole discretion.
2) PURCHASER shall not commit to any stage introductions whether from PURCHASER themselves or media presenter, DJ/celebrity
personality, without ARTIST’S prior, written consent.
3) Nothing in the Agreement shall require the commission of any act contrary to applicable law or to any rules or regulations of any union, guild
or similar body have jurisdiction over the services and personnel to be furnished by ARTIST to PURCHASER hereunder. In the event of any
conflict between any provision of the Agreement and any such law, rule or regulation, such law, rule or regulation shall prevail and this
Agreement shall be curtailed, modified, or limited only to the extent necessary to eliminate such conflict.
4) This (and any of ARTIST’S riders, addenda, exhibits or attachments hereto) constitutes the sole, complete and binding agreement between the
parties hereto, and may not be amended, supplemented, altered or discharged except by an instrument in writing signed by the parties. If any part
of the Agreement is determined to be void, invalid or unenforceable, such invalid or void portion shall be deemed to be separate and severable
from the other portions of this Agreement, and the other portions shall be given full force and effect, as though the void and invalid portions or
provisions were never a part of this Agreement.
5) This Rider and Contract shall be deemed made and entered into in the State of Illinois and shall be governed by the laws of such State
applicable to contracts entered into and wholly to be performed therein. The State or Federal courts located in Chicago, IL shall have exclusive
jurisdiction over any disputes arising hereunder and the parties hereto agree to submit to the jurisdiction of these courts. In such an event, the
prevailing party to such dispute shall have the right to be reimbursed by the other party for its reasonable attorneys’ fees.
6) PURCHASER shall not have the right to assign or transfer this Agreement, or any provision thereof.
7) The waiver of any breach of any provision of this Agreement shall not be deemed a continuing waiver, and no delay in exercise of a right shall
constitute a waiver.
8) Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership, or joint venture, nor to make ARTIST
liable in whole or in part for any obligation that may be incurred by PURCHASER, in PURCHASER’S carrying out any of the provisions hereto,
or otherwise.
9) The terms “ARTIST” and PURCHASER” as used herein shall include and apply to the singular and the plural and to all genders.
10) There shall be NO charge backs to ARTIST of any kind (including, but not limited to in relation to labor and/or production costs) under any
circumstances unless such charge back is expressly agreed to and pre-approved in writing by ARTIST or AGENT.
11) THE PERSON EXECUTING THIS AGREEMENT ON PURCHASER’S BEHALF WARRANTS HIS/HER AUTHORITY TO DO SO,
AND SUCH PERSON HEREBY PERSONALLY ASSUMES LIABILITY OF THE PAYMENT OF SAID PRICE IN FULL.
Input Instrument Mic Location Stage Box Input Stands
1 Kick In Beta 91 Drums 1 1
2 Kick Out Beta 52 Drums 1 2 Short
3 Snare Top Beta 57 Drums 1 3 LP Claw/short
4 Snare Bottom SM57 Drums 1 4 LP Claw/short
5 Hi Hat SM81 Drums 1 5 LP Claw/short
6 Tom 1 Sennheiser 904 Drums 1 6 Clip
7 Tom 2 Sennheiser 904 Drums 1 7 Clip
8 Tom 3 Sennheiser 904 Drums 1 8 Clip
9 OH L KSM 137 Drums 1 9 Tall
10 OH R KSM 137 Drums 1 10 Tall
11 SPD L Radial DI Drums 1 11
12 SPD R Radial DI Drums 1 12
13 Timbale SM57 Drums 1 13 LP Claw/short
14 Bass DI Radial J48 DSL 3 1
15 Raul Axe FX L DI DSR 3 2
16 Raul Axe FX R DI DSR 3 3
17 Geoff Kemper L DI DSC 3 4
18 Geoff Kemper R DI DSC 3 5
19 Geoff Vocal M80 DSC 3 6 Tall
20 Ryan Vocal M80 DSL 3 7 Tall
21 Adam Vocal M80 Drums 1 14 Tall
22 Raul Vocal N/A N/A 3 9 Tall
23 Spare Voal SM58 DSC 3 8
24 Guest Vocal Wireless Offstage to split Tall
25 BGV Radial DI Drums 1 15
26 Pad/Percussion Radial DI Drums 1 16
27 Key 1 Radial DI Drums 2 1
28 Key 2 Radial DI Drums 2 2
29 Key 3 Radial DI Drums 2 5
30 FOH TB Switch 58 FOH
31 Stage TB SM58 Drums 2 4
32 Click Radial DI Drums 2 5
The Expendables Input List 2024
Form 590 2024
Payee’s signature
7061253
TAXABLE YEAR
2025 Withholding Exemption Certicate
CALIFORNIA FORM
590
The payee completes this form and submits it to the withholding agent. The withholding agent keeps this form with their records.
Withholding Agent Information
Name
Name SSN or ITIN FEIN CA Corp no. CA SOS file no.
Address (apt./ste., room)
City (If you have a foreign address, see instructions.) State ZIP code
Exemption Reason
Check only one box.
By checking the appropriate box below, the payee certifies the reason for the exemption from the California income tax withholding
requirements on payment(s) made to the entity or individual.
CERTIFICATE OF PAYEE: Payee must complete and sign below.
Our privacy notice can be found in annual tax booklets or online. Go to ftb.ca.gov/privacy to learn about our privacy policy statement,
or go to ftb.ca.gov/forms and search for 1131 to locate FTB 1131 EN-SP, Franchise Tax Board Privacy Notice on Collection. To request
this notice by mail, call 800.338.0505 and enter form code 948 when instructed.
Under penalties of perjury, I declare that I have examined the information on this form, including accompanying schedules and
statements, and to the best of my knowledge and belief, it is true, correct, and complete. I further declare under penalties of perjury that
if the facts upon which this form are based change, I will promptly notify the withholding agent.
Type or print payee’s name and title _____________________________________________________ Telephone __________________
Payee Information
Individuals — Certification of Residency:
Date ______________________
Corporations:
Partnerships or Limited Liability Companies (LLCs):
Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit-Sharing Plans:
California Trusts:
Estates — Certification of Residency of Deceased Person:
Nonmilitary Spouse of a Military Servicemember:
Tax-Exempt Entities:
Internal Revenue Code Section 501(c) _____
the withholding agent. Individuals cannot be tax-exempt entities.
insert letter) or
insert number). If this entity ceases to be exempt from tax, I will promptly notify
I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly
notify the withholding agent. See instructions for General Information D, Definitions.
The corporation has a permanent place of business in California at the address shown above or is qualified through the
California Secretary of State (SOS) to do business in California. The corporation will file a California tax return. If this
corporation ceases to have a permanent place of business in California or ceases to do any of the above, I will promptly notify
the withholding agent. See instructions for General Information D, Definitions.
The partnership or LLC has a permanent place of business in California at the address shown above or is registered with the
California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax return. If the partnership
or LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability
partnership (LLP) is treated like any other partnership.
The entity is exempt from tax under California Revenue and Taxation Code (R&TC) Section 23701 _____
The entity is an insurance company, IRA, or a federally qualified pension or profit-sharing plan.
At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a
California fiduciary tax return. If the trustee or noncontingent beneficiary becomes a nonresident at any time, I will promptly
notify the withholding agent.
I am the executor of the above-named person’s estate or trust. The decedent was a California resident at the time of death.
The estate will file a California fiduciary tax return.
I am a nonmilitary spouse of a military servicemember and I meet the Military Spouse Residency Relief Act (MSRRA)
requirements. See instructions for General Information E, MSRRA.
The Expendables LLC
The Expendables LLC 45-0685040
PO 6009
Bozeman MT 59771
Tevin Apedaile - Business Manager 4068606941
01/10/2024
The Expendables LLC
45
Form W-9
Rev. March 2024)
Request for Taxpayer
Identification Number and Certification
Department of the Treasury
Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.
Give form to the
requester. Do not
send to the IRS.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.
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1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded
entity’s name on line 2.)
2 Business name/disregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check
only one of the following seven boxes.
Individual/sole proprietor C corporation S corporation Partnership Trust/estate
LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . .
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
box for the tax classification of its owner.
Other (see instructions)
3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification,
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . .
4 Exemptions (codes apply only to
certain entities, not individuals;
see instructions on page 3):
Exempt payee code (if any)
Exemption from Foreign Account Tax
Compliance Act (FATCA) reporting
code (if any)
Applies to accounts maintained
outside the United States.)
5 Address (number, street, and apt. or suite no.). See instructions.
6 City, state, and ZIP code
Requester’s name and address (optional)
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for guidelines on whose number to enter.
Social security number
or
Employer identification number
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign
Here
Signature of
U.S. person Date
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
What’s New
Line 3a has been modified to clarify how a disregarded entity completes
this line. An LLC that is a disregarded entity should check the
appropriate box for the tax classification of its owner. Otherwise, it
should check the “LLC” box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow-through entity is
required to complete this line to indicate that it has direct or indirect
foreign partners, owners, or beneficiaries when it provides the Form W-9
to another flow-through entity in which it has an ownership interest. This
change is intended to provide a flow-through entity with information
regarding the status of its indirect foreign partners, owners, or
beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS is giving you this form because they
Cat. No. 10231X Form W-9 (Rev. 3-2024)
The Expendables LLC
S
c/o The Greenroom Resource PO Box 6009
Bozeman, MT 59771
4 5 0 6 8 5 0 4 0
01/10/2025
Form W-9 (Rev. 3-2024)Page 2
must obtain your correct taxpayer identification number (TIN), which
may be your social security number (SSN), individual taxpayer
identification number (ITIN), adoption taxpayer identification number
ATIN), or employer identification number (EIN), to report on an
information return the amount paid to you, or other amount reportable
on an information return. Examples of information returns include, but
are not limited to, the following.
Form 1099-INT (interest earned or paid).
Form 1099-DIV (dividends, including those from stocks or mutual
funds).
Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds).
Form 1099-NEC (nonemployee compensation).
Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers).
Form 1099-S (proceeds from real estate transactions).
Form 1099-K (merchant card and third-party network transactions).
Form 1098 (home mortgage interest), 1098-E (student loan interest),
and 1098-T (tuition).
Form 1099-C (canceled debt).
Form 1099-A (acquisition or abandonment of secured property).
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
Caution: If you don’t return Form W-9 to the requester with a TIN, you
might be subject to backup withholding. See What is backup
withholding, later.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued);
2. Certify that you are not subject to backup withholding; or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee; and
4. Certify to your non-foreign status for purposes of withholding under
chapter 3 or 4 of the Code (if applicable); and
5. Certify that FATCA code(s) entered on this form (if any) indicating
that you are exempt from the FATCA reporting is correct. See What Is
FATCA Reporting, later, for further information.
Note: If you are a U.S. person and a requester gives you a form other
than Form W-9 to request your TIN, you must use the requester’s form if
it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
An individual who is a U.S. citizen or U.S. resident alien;
A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States;
An estate (other than a foreign estate); or
A domestic trust (as defined in Regulations section 301.7701-7).
Establishing U.S. status for purposes of chapter 3 and chapter 4
withholding. Payments made to foreign persons, including certain
distributions, allocations of income, or transfers of sales proceeds, may
be subject to withholding under chapter 3 or chapter 4 of the Code
sections 1441–1474). Under those rules, if a Form W-9 or other
certification of non-foreign status has not been received, a withholding
agent, transferee, or partnership (payor) generally applies presumption
rules that may require the payor to withhold applicable tax from the
recipient, owner, transferor, or partner (payee). See Pub. 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities.
The following persons must provide Form W-9 to the payor for
purposes of establishing its non-foreign status.
In the case of a disregarded entity with a U.S. owner, the U.S. owner
of the disregarded entity and not the disregarded entity.
In the case of a grantor trust with a U.S. grantor or other U.S. owner,
generally, the U.S. grantor or other U.S. owner of the grantor trust and
not the grantor trust.
In the case of a U.S. trust (other than a grantor trust), the U.S. trust
and not the beneficiaries of the trust.
See Pub. 515 for more information on providing a Form W-9 or a
certification of non-foreign status to avoid withholding.
Foreign person. If you are a foreign person or the U.S. branch of a
foreign bank that has elected to be treated as a U.S. person (under
Regulations section 1.1441-1(b)(2)(iv) or other applicable section for
chapter 3 or 4 purposes), do not use Form W-9. Instead, use the
appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a
qualified foreign pension fund under Regulations section 1.897(l)-1(d), or
a partnership that is wholly owned by qualified foreign pension funds,
that is treated as a non-foreign person for purposes of section 1445
withholding, do not use Form W-9. Instead, use Form W-8EXP (or other
certification of non-foreign status).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a saving clause. Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items.
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if their stay in the
United States exceeds 5 calendar years. However, paragraph 2 of the
first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the
provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
Protocol) and is relying on this exception to claim an exemption from tax
on their scholarship or fellowship income would attach to Form W-9 a
statement that includes the information described above to support that
exemption.
If you are a nonresident alien or a foreign entity, give the requester the
appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS 24% of such
payments. This is called “backup withholding.” Payments that may be
subject to backup withholding include, but are not limited to, interest,
tax-exempt interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, payments made in
settlement of payment card and third-party network transactions, and
certain payments from fishing boat operators. Real estate transactions
are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive
if you give the requester your correct TIN, make the proper certifications,
and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester;
2. You do not certify your TIN when required (see the instructions for
Part II for details);
3. The IRS tells the requester that you furnished an incorrect TIN;
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only); or
5. You do not certify to the requester that you are not subject to
backup withholding, as described in item 4 under “By signing the filled-
out form” above (for reportable interest and dividend accounts opened
after 1983 only).
Form W-9 (Rev. 3-2024)Page 3
Certain payees and payments are exempt from backup withholding.
See Exempt payee code, later, and the separate Instructions for the
Requester of Form W-9 for more information.
See also Establishing U.S. status for purposes of chapter 3 and
chapter 4 withholding, earlier.
What Is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a
participating foreign financial institution to report all U.S. account
holders that are specified U.S. persons. Certain payees are exempt from
FATCA reporting. See Exemption from FATCA reporting code, later, and
the Instructions for the Requester of Form W-9 for more information.
Updating Your Information
You must provide updated information to any person to whom you
claimed to be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in the future from this
person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you are
no longer tax exempt. In addition, you must furnish a new Form W-9 if
the name or TIN changes for the account, for example, if the grantor of a
grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line
blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account (other than an account
maintained by a foreign financial institution (FFI)), list first, and then
circle, the name of the person or entity whose number you entered in
Part I of Form W-9. If you are providing Form W-9 to an FFI to document
a joint account, each holder of the account that is a U.S. person must
provide a Form W-9.
Individual. Generally, enter the name shown on your tax return. If you
have changed your last name without informing the Social Security
Administration (SSA) of the name change, enter your first name, the last
name as shown on your social security card, and your new last name.
Note for ITIN applicant: Enter your individual name as it was entered
on your Form W-7 application, line 1a. This should also be the same as
the name you entered on the Form 1040 you filed with your application.
Sole proprietor. Enter your individual name as shown on your Form
1040 on line 1. Enter your business, trade, or “doing business as” (DBA)
name on line 2.
Partnership, C corporation, S corporation, or LLC, other than a
disregarded entity. Enter the entity’s name as shown on the entity’s tax
return on line 1 and any business, trade, or DBA name on line 2.
Other entities. Enter your name as shown on required U.S. federal tax
documents on line 1. This name should match the name shown on the
charter or other legal document creating the entity. Enter any business,
trade, or DBA name on line 2.
Disregarded entity. In general, a business entity that has a single
owner, including an LLC, and is not a corporation, is disregarded as an
entity separate from its owner (a disregarded entity). See Regulations
section 301.7701-2(c)(2). A disregarded entity should check the
appropriate box for the tax classification of its owner. Enter the owner’s
name on line 1. The name of the owner entered on line 1 should never
be a disregarded entity. The name on line 1 should be the name shown
on the income tax return on which the income should be reported. For
example, if a foreign LLC that is treated as a disregarded entity for U.S.
federal tax purposes has a single owner that is a U.S. person, the U.S.
owner’s name is required to be provided on line 1. If the direct owner of
the entity is also a disregarded entity, enter the first owner that is not
disregarded for federal tax purposes. Enter the disregarded entity’s
name on line 2. If the owner of the disregarded entity is a foreign person,
the owner must complete an appropriate Form W-8 instead of a Form
W-9. This is the case even if the foreign person has a U.S. TIN.
Line 2
If you have a business name, trade name, DBA name, or disregarded
entity name, enter it on line 2.
Line 3a
Check the appropriate box on line 3a for the U.S. federal tax
classification of the person whose name is entered on line 1. Check only
one box on line 3a.
IF the entity/individual on line 1
is a(n) . . .
THEN check the box for . . .
Corporation Corporation.
Individual or
Sole proprietorship
Individual/sole proprietor.
LLC classified as a partnership
for U.S. federal tax purposes or
LLC that has filed Form 8832 or
2553 electing to be taxed as a
corporation
Limited liability company and
enter the appropriate tax
classification:
P = Partnership,
C = C corporation, or
S = S corporation.
Partnership Partnership.
Trust/estate Trust/estate.
Line 3b
Check this box if you are a partnership (including an LLC classified as a
partnership for U.S. federal tax purposes), trust, or estate that has any
foreign partners, owners, or beneficiaries, and you are providing this
form to a partnership, trust, or estate, in which you have an ownership
interest. You must check the box on line 3b if you receive a Form W-8
or documentary evidence) from any partner, owner, or beneficiary
establishing foreign status or if you receive a Form W-9 from any
partner, owner, or beneficiary that has checked the box on line 3b.
Note: A partnership that provides a Form W-9 and checks box 3b may
be required to complete Schedules K-2 and K-3 (Form 1065). For more
information, see the Partnership Instructions for Schedules K-2 and K-3
Form 1065).
If you are required to complete line 3b but fail to do so, you may not
receive the information necessary to file a correct information return with
the IRS or furnish a correct payee statement to your partners or
beneficiaries. See, for example, sections 6698, 6722, and 6724 for
penalties that may apply.
Line 4 Exemptions
If you are exempt from backup withholding and/or FATCA reporting,
enter in the appropriate space on line 4 any code(s) that may apply to
you.
Exempt payee code.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding.
Except as provided below, corporations are exempt from backup
withholding for certain payments, including interest and dividends.
Corporations are not exempt from backup withholding for payments
made in settlement of payment card or third-party network transactions.
Corporations are not exempt from backup withholding with respect to
attorneys’ fees or gross proceeds paid to attorneys, and corporations
that provide medical or health care services are not exempt with respect
to payments reportable on Form 1099-MISC.
The following codes identify payees that are exempt from backup
withholding. Enter the appropriate code in the space on line 4.
1—An organization exempt from tax under section 501(a), any IRA, or
a custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2).
Form W-9 (Rev. 3-2024)Page 4
2—The United States or any of its agencies or instrumentalities.
3—A state, the District of Columbia, a U.S. commonwealth or territory,
or any of their political subdivisions or instrumentalities.
4—A foreign government or any of its political subdivisions, agencies,
or instrumentalities.
5—A corporation.
6—A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a U.S. commonwealth or
territory.
7—A futures commission merchant registered with the Commodity
Futures Trading Commission.
8—A real estate investment trust.
9—An entity registered at all times during the tax year under the
Investment Company Act of 1940.
10—A common trust fund operated by a bank under section 584(a).
11—A financial institution as defined under section 581.
12—A middleman known in the investment community as a nominee or
custodian.
13—A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart applies to the exempt payees listed
above, 1 through 13.
IF the payment is for . . .THEN the payment is exempt
for . . .
Interest and dividend payments All exempt payees except
for 7.
Broker transactions Exempt payees 1 through 4 and 6
through 11 and all C corporations.
S corporations must not enter an
exempt payee code because they
are exempt only for sales of
noncovered securities acquired
prior to 2012.
Barter exchange transactions
and patronage dividends
Exempt payees 1 through 4.
Payments over $600 required to
be reported and direct sales over
5,0001
Generally, exempt payees
1 through 5.2
Payments made in settlement of
payment card or third-party
network transactions
Exempt payees 1 through 4.
1 See Form 1099-MISC, Miscellaneous Information, and its instructions.
2 However, the following payments made to a corporation and
reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys’ fees, gross
proceeds paid to an attorney reportable under section 6045(f), and
payments for services paid by a federal executive agency.
Exemption from FATCA reporting code. The following codes identify
payees that are exempt from reporting under FATCA. These codes
apply to persons submitting this form for accounts maintained outside
of the United States by certain foreign financial institutions. Therefore, if
you are only submitting this form for an account you hold in the United
States, you may leave this field blank. Consult with the person
requesting this form if you are uncertain if the financial institution is
subject to these requirements. A requester may indicate that a code is
not required by providing you with a Form W-9 with “Not Applicable” (or
any similar indication) entered on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any
individual retirement plan as defined in section 7701(a)(37).
B—The United States or any of its agencies or instrumentalities.
C—A state, the District of Columbia, a U.S. commonwealth or
territory, or any of their political subdivisions or instrumentalities.
D—A corporation the stock of which is regularly traded on one or
more established securities markets, as described in Regulations
section 1.1472-1(c)(1)(i).
E—A corporation that is a member of the same expanded affiliated
group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
F—A dealer in securities, commodities, or derivative financial
instruments (including notional principal contracts, futures, forwards,
and options) that is registered as such under the laws of the United
States or any state.
G—A real estate investment trust.
H—A regulated investment company as defined in section 851 or an
entity registered at all times during the tax year under the Investment
Company Act of 1940.
I—A common trust fund as defined in section 584(a).
J—A bank as defined in section 581.
K—A broker.
L—A trust exempt from tax under section 664 or described in section
4947(a)(1).
M—A tax-exempt trust under a section 403(b) plan or section 457(g)
plan.
Note: You may wish to consult with the financial institution requesting
this form to determine whether the FATCA code and/or exempt payee
code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number).
This is where the requester of this Form W-9 will mail your information
returns. If this address differs from the one the requester already has on
file, enter “NEW” at the top. If a new address is provided, there is still a
chance the old address will be used until the payor changes your
address in their records.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and
you do not have, and are not eligible to get, an SSN, your TIN is your
IRS ITIN. Enter it in the entry space for the Social security number. If you
do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN.
If you are a single-member LLC that is disregarded as an entity
separate from its owner, enter the owner’s SSN (or EIN, if the owner has
one). If the LLC is classified as a corporation or partnership, enter the
entity’s EIN.
Note: See What Name and Number To Give the Requester, later, for
further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately.
To apply for an SSN, get Form SS-5, Application for a Social Security
Card, from your local SSA office or get this form online at
www.SSA.gov. You may also get this form by calling 800-772-1213. Use
Form W-7, Application for IRS Individual Taxpayer Identification
Number, to apply for an ITIN, or Form SS-4, Application for Employer
Identification Number, to apply for an EIN. You can apply for an EIN
online by accessing the IRS website at www.irs.gov/EIN. Go to
www.irs.gov/Forms to view, download, or print Form W-7 and/or Form
SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and
have Form W-7 and/or Form SS-4 mailed to you within 15 business
days.
If you are asked to complete Form W-9 but do not have a TIN, apply
for a TIN and enter “Applied For” in the space for the TIN, sign and date
the form, and give it to the requester. For interest and dividend
payments, and certain payments made with respect to readily tradable
instruments, you will generally have 60 days to get a TIN and give it to
the requester before you are subject to backup withholding on
payments. The 60-day rule does not apply to other types of payments.
You will be subject to backup withholding on all such payments until
you provide your TIN to the requester.
Note: Entering “Applied For” means that you have already applied for a
TIN or that you intend to apply for one soon. See also Establishing U.S.
status for purposes of chapter 3 and chapter 4 withholding, earlier, for
when you may instead be subject to withholding under chapter 3 or 4 of
the Code.
Caution: A disregarded U.S. entity that has a foreign owner must use
the appropriate Form W-8.
Form W-9 (Rev. 3-2024)Page 5
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or
resident alien, sign Form W-9. You may be requested to sign by the
withholding agent even if item 1, 4, or 5 below indicates otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on line 1 must sign. Exempt payees, see Exempt payee
code, earlier.
Signature requirements. Complete the certification as indicated in
items 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN, but you do not have to sign the
certification.
2. Interest, dividend, broker, and barter exchange accounts
opened after 1983 and broker accounts considered inactive during
1983. You must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN. “Other payments” include
payments made in the course of the requester’s trade or business for
rents, royalties, goods (other than bills for merchandise), medical and
health care services (including payments to corporations), payments to
a nonemployee for services, payments made in settlement of payment
card and third-party network transactions, payments to certain fishing
boat crew members and fishermen, and gross proceeds paid to
attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under section 529), ABLE accounts (under section 529A),
IRA, Coverdell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. You must give your correct
TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account:Give name and SSN of:
1. Individual The individual
2. Two or more individuals (joint account)
other than an account maintained by
an FFI
The actual owner of the account or,
if combined funds, the first individual
on the account1
3. Two or more U.S. persons
joint account maintained by an FFI)
Each holder of the account
4. Custodial account of a minor
Uniform Gift to Minors Act)
The minor2
5. a. The usual revocable savings trust
grantor is also trustee)
The grantor-trustee1
b. So-called trust account that is not
a legal or valid trust under state law
The actual owner1
6. Sole proprietorship or disregarded
entity owned by an individual
The owner3
7. Grantor trust filing under Optional
Filing Method 1 (see Regulations
section 1.671-4(b)(2)(i)(A))**
The grantor*
For this type of account:Give name and EIN of:
8. Disregarded entity not owned by an
individual
The owner
9. A valid trust, estate, or pension trust Legal entity4
10. Corporation or LLC electing corporate
status on Form 8832 or Form 2553
The corporation
11. Association, club, religious, charitable,
educational, or other tax-exempt
organization
The organization
12. Partnership or multi-member LLC The partnership
13. A broker or registered nominee The broker or nominee
14. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or prison)
that receives agricultural program
payments
The public entity
15. Grantor trust filing Form 1041 or
under the Optional Filing Method 2,
requiring Form 1099 (see Regulations
section 1.671-4(b)(2)(i)(B))**
The trust
1 List first and circle the name of the person whose number you furnish.
If only one person on a joint account has an SSN, that person’s number
must be furnished.
2 Circle the minor’s name and furnish the minor’s SSN.
3 You must show your individual name on line 1, and enter your business
or DBA name, if any, on line 2. You may use either your SSN or EIN (if
you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do
not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
Note: The grantor must also provide a Form W-9 to the trustee of the
trust.
For more information on optional filing methods for grantor trusts, see
the Instructions for Form 1041.
Note: If no name is circled when more than one name is listed, the
number will be considered to be that of the first name listed.
Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information,
such as your name, SSN, or other identifying information, without your
permission to commit fraud or other crimes. An identity thief may use
your SSN to get a job or may file a tax return using your SSN to receive
a refund.
To reduce your risk:
Protect your SSN,
Ensure your employer is protecting your SSN, and
Be careful when choosing a tax return preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity, or a questionable credit report, contact the IRS
Identity Theft Hotline at 800-908-4490 or submit Form 14039.
For more information, see Pub. 5027, Identity Theft Information for
Taxpayers.
Form W-9 (Rev. 3-2024)Page 6
Victims of identity theft who are experiencing economic harm or a
systemic problem, or are seeking help in resolving tax problems that
have not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD
800-829-4059.
Protect yourself from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration (TIGTA) at 800-366-4484. You can
forward suspicious emails to the Federal Trade Commission at
spam@uce.gov or report them at www.ftc.gov/complaint. You can
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338).
If you have been the victim of identity theft, see www.IdentityTheft.gov
and Pub. 5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and
how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your
correct TIN to persons (including federal agencies) who are required to
file information returns with the IRS to report interest, dividends, or
certain other income paid to you; mortgage interest you paid; the
acquisition or abandonment of secured property; the cancellation of
debt; or contributions you made to an IRA, Archer MSA, or HSA. The
person collecting this form uses the information on the form to file
information returns with the IRS, reporting the above information.
Routine uses of this information include giving it to the Department of
Justice for civil and criminal litigation and to cities, states, the District of
Columbia, and U.S. commonwealths and territories for use in
administering their laws. The information may also be disclosed to other
countries under a treaty, to federal and state agencies to enforce civil
and criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism. You must provide your TIN whether or not
you are required to file a tax return. Under section 3406, payors must
generally withhold a percentage of taxable interest, dividends, and
certain other payments to a payee who does not give a TIN to the payor.
Certain penalties may also apply for providing false or fraudulent
information.