Tuesday, May 28, 2013 Screen Gems Productions Inc. 3667 Las Vegas Blvd. South Las Vegas, NV 89109 Telephone: (702) 785-5757 Please find enclosed our Venue Contract, Policies and General Information covering the Think Like a Man, Too film shoot. A signed copy of the Venue Contract and the requested deposit should be returned to my attention by the specified date. Below is a brief summary of the function space (All Space) we are currently holding for you. Please review it carefully and let me know if there are any changes to be made: Date Description Start Time End Time Expected Attendance Sunday, June 2, 2013 Crew Load-In/Set-Up 8:30 PM 12:00 AM Monday, June 3, 2013 Crew Load-In/Set-Up 5:00 AM 6:00 AM Monday, June 3, 2013 Filming 6:00 AM 8:00 PM 280 Tuesday, June 4, 2013 Filming 7:00 AM 8:00 PM 280 Tuesday, June 4, 2013 Load Out/Teardown 8:00 PM 10:00 PM Room Rental $10,000.00 $10,000.00 To secure the above space, the signed contract and deposit must be received no later than: Thursday, May 30, 2013. Please note applicable dates pertaining to payment, cancellation and refund policy I look forward to working with you on a successful event. If I can be of any further assistance to you please feel free to contact me directly. Sincerely, Robert G. Urichuk, CHS, CFM Vice President of Sales & Catering ANGEL MANAGEMENT GROUP On Behalf of Desert Palace & Havana Bar Manager, LLC
VENUS Pool Club at Caesars Palace Contract, Policies and General Information HOLD ON SPACE: The undersigned party (the Group ) acknowledges that Desert Palace, Inc. dba Caesars Palace (Owner) and Havana Bar Manager, LLC (Operator) are holding space at VENUS Pool Club on a 1st option basis. Space will only be confirmed Definite upon the receipt of a signed copy of this Agreement and the nonrefundable deposit as indicated by the date specified herein. After this date, the hold on space will be released and this Contract shall be deemed null and void. MINIMUM ROOM RENTAL GUARANTEE: The Group acknowledges that as part of this Agreement, the Group must spend a minimum of $20,000.00 in Room Rental (the Minimum Guaranteed Payment ), exclusive of Sales Tax, Service Charges, Labor Charges, Entertainment/Talent, Décor, Audio Visual, Equipment Rental or any additional Food, Beverage and Room Rental expenses in excess of the Minimum Guaranteed Payment (the Additional Expenses ). PAYMENT: To secure the Event at VENUS Pool Club, a signed copy of this Agreement and a non-refundable deposit in the amount of $24,380.00 representing one hundred percent (100%) of the Minimum Guaranteed Payment, inclusive of any Additional Expenses, is due by Thursday, May 30, 2013. Full payment of the Minimum Guaranteed Payment inclusive of all Additional Expenses as defined shall be made in full by cash, company check, wire transfer, money order, cashier s check prior to the date of the Event. A Credit Card Authorization Form shall be required on file, along with a copy of the front and the back of the credit card, authorizing use of the credit card immediately following the conclusion of the Event to cover any Additional Expenses that may have occurred prior to or during the Event. Please Make Check Payable To: Desert Palace, Inc. c/o VENUS Pool Club Corporate Offices 5555 Badura Avenue, Suite 120 Las Vegas, NV 891118 All deposits are non-refundable and will be applied toward liquidated damages and not serve as a penalty, as a result of any cancellation not due to a Force Majeure event. Owner expects payment in the form of a company check, cashier s check or money order. LOAD IN/LOAD OUT SCHEDULE: The Group shall have access to the Facility for load in and set up at 8:30pm on Sunday, June 2, 2013, with teardown and load out to be completed by 10:00 PM on Tuesday, June 4, 2013. Should the Group require additional time for Load In/Set Up or Teardown/Load Out, a minimum of three (3) Security Officers will be required and provided by VENUS Pool Club at an additional cost to be borne by the Group at a rate of $40.00 per hour/per security officer, minimum 4 hour call. SECURITY: Any additional security, if required (i.e. Artist, Talent, Group or Patron Specifications), can be provided at an additional cost to be borne by the Group. DECORATIONS, DISPLAYS AND SIGNS: It is the Group s responsibility to ensure that its contracted decorator provides the Clark County Fire Department with all proper certification of fire-retardant materials. All certifications must be done no later than one (1) week in advance of the Event. The failure of the Group to obtain such certifications shall not provide the Group with grounds to terminate this Agreement and shall not alleviate any of the Group s obligations under this Agreement.
The decorator must also have in its possession, at the time of setup in the premises of VENUS Pool Club, copies of such certificates for presentation upon request by Operator and/or Clark County Fire Department. Displays, signs, and/or decorations may not be used without the express, prior written consent of Operator, where such consent shall be timely and not unreasonably withheld; provided, however, no materials may be affixed to the walls, floors, ceilings or furnishings of the facility. If use of displays, signs, and/or decorations is approved, the Group agrees to be responsible for any damage done to equipment or function room, including damage or excessive cleanup made necessary by decorators or outside agencies during set-up or teardown. AUDIO/VISUAL/ENTERTAINMENT: In its sole discretion, Operator has the right to regulate the volume of music during the Function; provided, however, Operator has never, to date, had to exercise this right. No special effects equipment (e.g. fog system, pyrotechnics etc.) shall be brought to or used at the Facility without the approval of the Clark County Fire Department and the express, prior written consent of VENUS Pool Club, where such consent may be withheld in the sole discretion of VENUS Pool Club. PYROTECHNICS: All Events utilizing pyrotechnics will require a Fire Marshall permit regardless of the size of group or location of Event. It is the sole responsibility of the Group to obtain all necessary Fire Marshall Permits and to pay all fees required in connection with such permits. A copy of the permit must be submitted to the General Manager of VENUS Pool Club no later than one (1) week prior to the Event. LIABILITY: Owner and Operator is not responsible for loss of or damage to any property that is delivered or addressed to the Group, the Group s guests or invitees or which the Group, the Group s guests or invitees bring to VENUS Pool Club or leave at VENUS Pool Club, before, during or after the use of the Facility. The Group shall indemnify and hold harmless Owner and Operator and its managers, members, employees or agents, or any of them, from and against any and all claims, losses, damages, liabilities, or expenses, including costs and reasonable attorneys fees, that such parties may incur by reason of, or in connection with, any failure on the Group s part to fulfill any of its covenants, agreements or obligations set forth herein and any acts, whether accidental, negligent, reckless, intentional, wanton or willful, of the Group and its agents, guests and vendors. Owner and Operator shall indemnify and hold harmless the Group and its employees and agents from and against any and all claims, losses, damages, liabilities, or expenses, including costs and reasonable attorneys fees, that such parties may incur by reason of, or in connection with, any failure on the part of Owner and Operator to fulfill any of its covenants, agreements or obligations set forth herein and any acts of gross negligence or willful misconduct by Owner and Operator. FORCE MAJEURE / IMPOSSIBILITY: Either party may be excused from its obligation to perform under this Agreement in the event that acts of God, war, terrorism, government regulation, riots, disasters or strikes render such performance objectively impossible or illegal. Under no circumstances shall an informational or recognitional picket line excuse a party from performance hereunder. The excused party is obligated to promptly resume performance in accordance with the terms of the Agreement after any such intervening cause ceases. If, upon the occurrence of an event specified herein, Owner or Operator has incurred expenses, which under this Agreement are the responsibility of the Group, the Group shall be liable to Owner and Operator and shall provide prompt payment of such expenses, unless reimbursement is waived by Owner or Operator. CANCELLATION POLICY AND LIQUIDATED DAMAGES: Operator has agreed to offer favorable terms to the Group based on the expectation that the Event will generate profits for Owner from function space usage, and food and beverage events. In the event that Group cancels the Event, Owner will suffer the loss of profits associated with the function space usage, food and beverage events and will incur additional expenses generating new business for the cancelled dates. It is more likely that Owner will suffer a greater loss of profits the closer a
cancellation is to the event date because Owner will be more likely to compromise prices or accept groups outside of its desired profile in order to avoid complete loss of revenue. The parties agree that if the Group cancels the Event, actual damages will be difficult to ascertain. Additionally, the parties agree that such a cancellation will result in a significant loss of profits from the direct sources detailed above as well as other sources not specifically mentioned. Accordingly, the parties agree that because actual damages would be extremely difficult to ascertain and the scope of those damages is significant, the liquidated damages set forth in the table below constitute a fair and reasonable estimation of the actual damages Owner will suffer in the event of such a cancellation by the Group. The Group understands that, but for its agreement to pay and its agreement that the liquidated damages set forth below are reasonable and fair under the circumstances, Operator on behalf of itself and Owner would not have entered into this Agreement. In the event that the Group cancels the Event for any reason, other than pursuant to the Force Majeure section, the Group shall pay, as liquidated damages, but not as a penalty, the amount set forth below in the table below based on the date of cancellation. Date of Cancellation Within fourteen (14) days prior to the Event Liquidated Damages Due 100 % of Total of non-refundable deposit, plus all applicable taxes The Group must provide written notice of its election to cancel this Agreement. In the event that Group fails to hold the Event, but does not provide written notice of cancellation, for the purposes of this section, such a failure shall be deemed a cancellation of the Event. INDEPENDENT CONTRACTOR: Operator shall be an independent contractor during the period of performance under this Agreement and not an employee of the Group. LICENSING CONSIDERATIONS AND OBLIGATIONS: Any Function with an admission charge or fee, or which has merchandise for sale, must be approved and licensed by the Clark County Business License Department. Please call 702-455-4253 for more information. A copy of the Certificate must be presented to the Catering & Sales Office at least three (3) business days (excluding Saturday, Sunday and National Holidays) prior to the Event. The Group acknowledges that Owner, its parent company, subsidiaries and affiliates, and Operator and its affiliates, are businesses that are or may be subject to and exist because of privileged licenses issued by governmental authorities. If requested to do so by Owner or the Operator, the Group and its agents, guests and vendors shall obtain any license, qualification, clearance or the like which shall be requested or required of any of them by Owner or the Operator or any regulatory authority having jurisdiction over Owner or any parent company, subsidiary or affiliate of Owner or the Operator. If the Group or its agents, guests and vendors fail to satisfy such requirement or if Owner or any parent company, subsidiary or affiliate of Owner or the Operator is directed to cease business with the Group or its agents, guests and vendors by any such authority, or if Owner shall in good faith determine, in its sole and exclusive discretion, that the Group or its agents, guests and vendors (a) is or might be engaged in, or is about to be engaged in, any activity or activities, or (b) was or is involved in any relationship, either of which could or does jeopardize the business of Owner or any parent company, subsidiary or affiliate of Owner or cause any license of Owner or any parent company, subsidiary or affiliate of Owner or the Operator to be threatened, denied, curtailed, suspended or revoked, this Agreement may be immediately terminated by Owner or the Operator without further liability to the Group. The Group acknowledges that Owner and any parent company, subsidiary or affiliate of Owner and the Operator have a reputation for offering high quality entertainment and/or services to the public and that Owner and any parent company, subsidiary or affiliate of Owner and the Operator are subject to regulation and licensing and desire to maintain their reputation and receive positive publicity. The Group therefore agrees that throughout the term of
this Agreement, the Group s directors, officers, managers, agents, representatives and affiliates will not conduct themselves in a manner that is contrary to the best interests of, adversely affects, or is detrimental to or disparaging, critical, defamatory of Owner and any parent company, subsidiary or affiliate of Owner and the Operator. Owner and the Operator shall use its good faith business judgment in determining whether the conduct of the Group s directors, officers, managers, agents, representatives and affiliates adversely affects Owner and any parent company, subsidiary or affiliate of Owner or the Operator and, upon such determination, the Operator shall have the right to immediately terminate this Agreement without further liability to the Group. AUTHORITY: The individuals whose signatures appear below represent and warrant that they have authority to enter into this Agreement on behalf of the Group represented and hereby agree to the terms set forth in this Agreement. GOVERNING LAW; VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, disregarding any principles of conflicts of law that would otherwise provide for the application of the substantive law of another jurisdiction. The parties hereto consent to the exclusive jurisdiction and venue of the federal and state courts in Clark County, Nevada, with respect to any controversy arising out of this Agreement or the transactions contemplated hereby. COUNTERPARTS; AMENDMENTS; INTERPRETATION: This Agreement may be executed in counterparts, shall be binding on the heirs, successors and assigns of the parties and constitutes the entire agreement between the parties in connection with the Function. No modification or cancellation of this Agreement (subject to the terms hereof) will be valid or enforceable against Owner or Operator unless such modification or cancellation is in writing and is executed by Operator on behalf of itself and Owner. This Agreement shall be construed in accordance with its intent and without regard to any presumption or any other rule requiring construction against the party causing the same to be drafted. ACKNOWLEDGMENT: On behalf of the Group, the undersigned acknowledges receipt of the above VENUS Pool Club Venue Contract, Policies and General Information and agrees to comply with them. Screen Gems Productions Inc. ANGEL MANAGEMENT GROUP X Authorized Representative-Print Name On Behalf of Desert Palace, Inc. & Havana Bar Manager, LLC Robert G. Urichuk, CHS, CFM Vice President of Sales & Catering Date Date