Event & Entertainment Contracting
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For the moderately experienced activities board advisers who are involved in the creation or negotiation of event and entertainment contracts. Based on current trends in risk management and industry best practices, this session presents a core curriculum of event contracting to help individuals brush up on their knowledge or gain a substantial foothold in the often daunting task of executing a contract from an institution's perspective.
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Event & Entertainment Contracting
- 1. Event & Entertainment Contracting Syracuse University The Office of Student Activities Kevin Taschereau Assistant Director Student Activities Syracuse University PRESENTED BY: Matthew Scherr Program Coordinator Student Activities Syracuse University
- 2. • Participants will be able to articulate the key definitions associated with the event and entertainment contracting process as outlined. • Participants will know when and how to correctly utilize the provided Standard Documents and will be able to differentiate between the appropriate usages of the Standard House Rider and Standard Contract. • Participants will demonstrate the minimum standards of contracting acceptable by Syracuse University for event and entertainment contracting (including knowledge of the eight areas of concern in third party contracts, the process of contract execution, and the construction of the Complete Contract). • Participants will be able to identify the criteria for the requirement of insurance (specifically utilizing the levels one and two questionnaire) and will be able to articulate the correct usage of Syracuse University’s TULIP (Tenant User Liability Insurance Program) in high and low risk activities. • Participants will be able to demonstrate the proper usage of the Standard Offer Sheet (specifically modification of the sheet for specific uses) and will be able to describe special considerations when utilizing third party offers. Learning Outcomes:
- 3. Let’s look at the basics…
- 4. What’s an Offer? Formal, non-contractual, written request for a party to perform May also be referred to as a “bid” Not always required
- 5. What’s a Contract? A legally binding, formal obligation between two or more parties Usually involves an agreement to pay a specific sum of money in exchange for a performance or specific service
- 6. Underlined words in this presentation reference words that can be found in the definitions handout
- 7. •Research Performers •Contact Agency •Submit Bid Offer • Review • Edit • Approval Edit •Prepare for Routing •Submit •Sign Execute The Three Phases of the Contracting Process REPEAT REPEAT PHASE I PHASE II PHASE III
- 8. 1. Research your performers 2. Draw up your offer letter 3. Send the offer to the artist/agency 4. Wait to hear back REPEAT AS NEEDED Offer PHASE I
- 9. 1. Review the contract and make any edits as needed. 2. Create the Complete Contract by attaching any riders or house documents that you want to be included 3. Send to the artist/agency for their review and approval REPEAT AS NEEDED Edit PHASE II
- 10. 1. Once returned, complete the Standard Contract Routing Form 2. Send the contract to the appropriate signatory for counter- signing 3. When you receive it back, make copies of the contract for the parties involved 4. Advance the performance and prepare for the event Execute PHASE III
- 11. The Standard Documents: 1. Standard Offer Sheet 2. Standard Contract 3. Standard House Rider 4. Standard Contract Routing Form
- 12. Phase I: Offer
- 13. When do you need an offer? • When working through an agency. • When a price is not explicitly set or it can be reasonably assumed as negotiable. • When you’re asked for one.
- 14. What happens when they have their own offer sheet? • Insist on using the Standard Offer Sheet • If they still require you to use their offer sheet: • Make edits to their sheet • When it is in agreement with the Standard Offer Sheet you may submit it to the artist/agency.
- 15. Who can make an offer? “Syracuse University students are authorized to inquire about a possible campus performance by an artist” (pg. 17, RSO Handbook) BUT Only authorized employees are allowed to submit an offer on behalf of the University, and only in the capacity of their job responsibilities.
- 16. USE CAUTION! Use caution when discussing potential performances over the phone or email. You can be held financially liable for contracts and agreements that are both written AND VERBAL in some states.
- 17. The Standard Offer Sheet: I. Engagement Information II. Additional Terms and Conditions III. Authorization
- 18. I. WHO? a) …is the offer going to? b) …is sending the offer? c) …is the offer for? II. WHAT? a) …is the billing? I.ENGAGEMENTINFO TheWho,What,When,WhereandWhy
- 20. I. WHO? a) …is the offer going to? b) …is sending the offer? c) …is the offer for? II. WHAT? a) …is the billing? b) …are the terms? (how much are you paying and what’s included?) I.ENGAGEMENTINFO TheWho,What,When,WhereandWhy
- 21. What are terms?
- 22. I.ENGAGEMENTINFO TheWho,What,When,WhereandWhy I. WHO? a) …is the offer going to? b) …is sending the offer? c) …is the offer for? II. WHAT? a) …is the billing? b) …are the terms? (how much are you paying and what’s included?) III. WHEN? a) …is the engagement? b) …are tickets going on sale?
- 23. IV. WHERE? a) …is the engagement? • Name of Venue • Address • Website V. WHY? a) …should they accept this offer? • Venue Capacity • Entrance Requirements • Age of Entrance • Ticket Pricing and Special Pricing • Production Specifics I.ENGAGEMENTINFO TheWho,What,When,WhereandWhy
- 24. II. ADDITIONAL TERMS AND CONDITIONS: Upfront information is the best practice • No Deposits • Safety Clauses • Merchandise Rates • Ticket Sales • Additional Acts • Hospitality Limitations • Insurance and Liability Requirements • Radius Clause…
- 26. III. AUTHORIZATION: The right to send the offer and how long it’s on the table • Purchaser & Signatory • Expiration Date • Rights to Offer • Non-binding Language
- 27. Final Considerations: If it doesn’t apply…don’t include it. Everything highlighted should be edited or modified before submission. If the agency or artist insists on using their own offer sheet, make the necessary changes for it to be in compliance with the Standard Offer Sheet.
- 28. Phase II: Edit
- 29. The Standard Contract: I. The Opening II. Insurance & Liability III. Event Specific Clauses IV. Execution
- 30. The Standard Contract I. The Opening:
- 31. The Standard Contract II. Insurance & Liability: 2. Each party shall, to the fullest extent permitted by law defend, indemnify and hold each other, as well as their respective agents, representatives, principals, employees, trustees, officers and directors, harmless from and against any and all liabilities, losses, damages, costs, expenses, causes of action, suits, judgments, and claims by or on behalf of any person, firm, corporation, entity or governmental authority if caused by the negligent or intentional act or omission of the indemnifying party, its agents, representatives, principals, employees, trustees, officers or directors. a. Producer shall procure and maintain, at their own expense, Commercial General Liability Insurance written on an occurrence basis with limits of $1,000,000 per occurrence and $2,000,000 aggregate to cover their responsibility referred to in Paragraph 2 above. b. The liability policy shall name Syracuse University as an additional insured with respect to the event. Coverage shall be on a primary and non-contributory basis ahead of any other insurance carried by the Purchaser. 3. The Producer shall file with the Purchaser, certificates evidencing the required insurance that names Syracuse University as an additional insured and indicates the insurance is primary and non-contributory with respect to the event.
- 32. Is insurance required? Level One Questions: 1. Is this a well known performer or artist? 2. Is the expected attendance over 1,000? 3. Will the event require a pat down and/or a barricade? 4. Is the performer incorporated? Level Two Questions: 1. Are protests normal with the performer or artist? 2. Is the topic of the performance controversial? 3. Are combative actions such as crowd surfing or mosh pits normal with this performance?
- 33. Is insurance required? If you answer “no” to the Level 1 questions: – You will most likely not need to require insurance If you answer “yes” to a Level 1 question but “no” to the Level 2 questions: – You will most likely want insurance, but it isn’t required If you answer “yes” to a Level 2 question: – You will want to require insurance
- 34. TULIP (Tenant User Liability Insurance Program) • Better known as events coverage • If the performer doesn’t have or can’t provide insurance • Covers both High and Low Risk Activities: Such as: sports, weddings, seminars and concerts • Cost is associated with the level of risk • Doesn’t cover hang gliding…
- 35. The Standard Contract III. Production Specific Clauses:
- 36. The Standard Contract IV. Contract Execution:
- 37. Working with 3rd Party Contracts
- 38. The 8 Areas of Concern in Third Party Contracts: 1. Indemnification 2. Liability and Insurance 3. Force Majeure 4. Severability 5. Scaling & Sales 6. Jurisdiction 7. Authority 8. Exhibits
- 39. The 8 Areas of Concern in Third Party Contracts: 1. Indemnification SEE HOUSE RIDER in·dem·ni·ty noun in-ˈdem-nə-tē : a promise to pay for the cost of possible damage, loss, or injury : a payment made to someone because of damage, loss, or injury
- 40. The 8 Areas of Concern in Third Party Contracts: 2. Insurance SEE HOUSE RIDER
- 41. The 8 Areas of Concern in Third Party Contracts: 3. Force Majeure
- 42. The 8 Areas of Concern in Third Party Contracts: 4. Severability 1st Method of Artist Cancellation: 2nd Method of Artist Cancellation: 3rd Method of Artist Cancellation:
- 43. The 8 Areas of Concern in Third Party Contracts: 5. Scaling & Sales Payment by ticket sales: Limitations on Free Tickets and Price
- 44. The Third Party Contract Areas of Concern: 6. Jurisdiction OR
- 45. The Third Party Contract Areas of Concern: 7. Authority
- 46. The Third Party Contract Areas of Concern: 8. Exhibits The Types of Exhibits: Hospitality Riders Production Riders Tech Riders and Input Lists Lighting, Rigging and Stage Plots The Standard House Rider
- 47. 8.EXHIBITS HospitalityRiders THINGS TO WATCH OUT FOR • Cigarettes • Alcohol • Fireworks • Candles/Lighters/Incense • Brand Names • Awkward Requests • Random Requests • Things you don’t know about
- 50. Marks you may see when editing event or entertainment contracts: Instruction: Example: Margin: Inserting Text to not He said “be or to be” Removing Text This is some other wording Keep Removed Text This is some other wording STET Initial Mark X ______ ______ ^ ^ ___ _______________ ___ _______________
- 52. The Minimal Standard of Contracting:
- 53. The Minimal Standards of Contracting: 1. The Complete Contract will be read through thoroughly. 2. There are no modifications to the Standard Document’s insurance language. 3. Syracuse University is referenced as the contracting party on all documents.
- 54. The Minimal Standards of Contracting: 4. Insurance and indemnification language has been removed from all third party contracts and exhibits. 5. No one is assigned personal liability. 6. The Comptroller’s name is under every signature line.
- 55. The Minimal Standards of Contracting: 7. All edits have signature marks with the appropriate number of lines. 8. Everything is legible with all edits preferably typed. 9. Everything is consistent across the Complete Contract.
- 56. The Minimal Standards of Contracting: 10. Control is always assigned to the House Rider. 11. Jurisdiction is always assign to Onondaga County, in the State of New York. 12. All income tax language is removed.
- 57. Constructing the Complete Contract: Standard Contract Routing Form Agency Cover Letter Third Party Contract Standard House Rider Standard Contract Other Exhibits: Hospitality Rider Tech Rider Plots Appropriate Tax Form
- 59. Who can sign my contact? Here at Syracuse University, the signatory and executor is Rebecca L. Foote, Comptroller (Make sure you spell it correctly!)
- 60. Contract Routing within Syracuse University: 1. Fill out contact information. 2. Provide the name of the other parties and a brief description of the purpose/reason for the contract. 3. Certify that all items have been completed. 4. Attached the needed paperwork for processing. 5. Sign, date and submit.
- 61. The Process of Execution: The other Party has signed and Initialed the edits Fill out and attach a Standard Contract Routing Form 3rd Party Contracts or Standard Contracts with Edits Standard Contracts without Edits Send to the Risk Management Office Send to the Comptroller’s Office
- 62. For more information: Please visit the Risk Management Office’s website at: http://riskmanagement.syr.edu/
- 63. Any questions?
Notes de l'éditeur
- To accomplish this we will be looking to do the following:Define some industry termsReview the complete processLearn how to formulate an offerExamine the Standard DocumentsLearn about the areas of concern in a third party contractExplore liability and special event coverageAnd learn some best practices in editing
- Research your performersProfessional associationsNational Association for Campus Activities (NACA) Association for the Promotion of Campus Activities (APCA)Search agency and news websitesPollStarCelebrity AccessPoll your students Draw up your offer letter, two options:3rd Party offer letterStandard Offer LetterSend the offer to the artist/agencyYou will need to determine rosters and agency contacts (Pollstar/Celebrity Access)Use middle agents to make the contact for you (for a fee or percentage of the offer) Expect a 10 to 15% fee on top of the artist fee as am industry standard.Wait to hear backYou may have to repeat the process several times
- Counter-signing: Sending the contract to the artist/agency for signing before the purchaser signs it.Guarantees that no additional edits or changes are made that you didn’t agree to before executionOnce returned, send the contract to the appropriate University signatory for counter-signing.Comptroller's Office: If it’s the Standard Contract with no edits.Risk Management: For everything else.You might not need to make all of these copies1 for the artist/agency1 for the student organization’s records1 for your event binder/paperwork
- Standard Offer Sheet:Used to ask an artist to performOffers them a some of money or other goods/services for the performance Specifies what the artist can expect in the contractStandard Contract:Used when the artist doesn’t have their own contractCreates a legally binding agreement between you and the specified partiesGuarantees money or other goods/services for the performanceCreates a legal framework of expectations and requirements for the partiesStandard House Rider:Used when the artist has their own contractAttaches the expectations and requirements of the University to a third party contractStandard Contract Routing Form:Attached to all Complete Agreements before submission for executionSpecifies important importation about who needs to review the documentsWhat is included as far as exhibits and riders.(Checklist to avoid things getting lost in transport)
- Q: Why do we insist on using the Standard Offer Sheet?
- Engagement InformationTells the agency what you want them to doAdditional Terms and ConditionsLets them know your limitations and requirementsAuthorizationGives the offer legitimacySets an expiration date
- Billing refers to the percentage in which the artist is presented on the poster both in size and position.If the headliner’s name appears in size 100 font, the support act with 50% billing will have their name appear under the headliner’s in size 50 font.
- Terms may include things that you are providing:Money as a flat guaranteeGround TransportationBacklineCatering/Hospitalityand things that are normally included (or inclusive) in with the flat guarantee:AccommodationsAirfare These are your main negotiation points.
- Engagement date: When the concert or performance is happening.Announcement date: When you will make the show public.On sale date: When tickets will be made available.
- Why? Production Specifics: Stage size, no pyro, etc.
- These are the sticking points of the contract. We include them so the performer/agency knows up front what we are dealing with so there aren’t any surprises down the road.No Deposits (University policy)Safety Clauses (University and venue policy)Merchandise Rates: Limits based on billing: Limitations on artists based on their billing. I.e. only the headliner is allowed to sell merchandise.Banks: A bank is cash on hand such as $1s, $5s, etc. that is used by the merchandise sellers to make change with.No price matching: When all t-shirts being sold are set at the same price.Ticket SalesA majority of EDM artists will expect fan club presales. Some University box offices might not be able to handle them.If there are limitations on entrance, an act may choose to perform differently based on the crowd.Additional ActsMajor artists usually require approval to add to the bill however this isn’t always the best practice or inline with your process. Because of this you should let them know the ultimate decision is yours.Hospitality LimitationsSome institutions can not provide items like alcohol or tobacco products.Insurance and Liability RequirementsSet by your insurance policy or Risk Management Office.
- Some acts will try to maximize the number of shows they have when visiting a market, referred to as routing. The radius clause allows you to create a buffer around your market so you don’t lose attendance.Not always appropriate or acquired.Artists will most likely request private shows and appearances to be okay.
- Purchaser & SignatoryThe Purchaser will be the University as a whole.The Signatory is the authorized individual able and willing to sign the contract on behalf of the Purchaser, for Syracuse University that person is the ComptrollerExpiration DateContact the offered party 24 hours before the offer expiresWhen the offer has expired to let them know its off the table.This will serve to put pressure on the offered party to make a decision.You can always extend the offer if you really need to.Rights to OfferAdds legitimacy to your offer and lets them know who is making the decisions.Non-binding LanguageStates that this offer is not a contract or binding, even after it has been accepted.
- When presented with a 3rd party offer, insist that you use the one provided.However you may use the third party option as long as it is edited to include the information outlined in the Standard Offer Sheet.
- Restates the 5 W’s (who, what, when, where and why) that we saw in the Standard Offer SheetRemember, if a section or point isn’t relevant, don’t include it. (Highlights)
- DON’T ALLOW ANY EDITS TO SECTION 2.HOWEVER, NOT ALL PERFORMANCES REQUIRE INSURANCE, IF THEY MEET A CERTAIN CRITERIA YOU MAY REMOVE 2A, 2B, AND 3. Always ask if they can provide it.INDEMNIFICATION: In essence, one party agrees to compensate another party for loss or damage.
- Always ask for the artist to provide insurance, however it is not always possible for some acts.Based on these questions you may decide it acceptable to not require insurance.If you answer “no” to the Level 1 questions:You will most likely not need to require insuranceIf you answer “yes” to a Level 1 question but “no” to the Level 2 questions:You will most likely want insurance, but it isn’t requiredIf you answer “yes” to a Level 2 question:You will want to require insuranceIf you decide to not require insurance you may remove sections 2a, 2b, and 3.If you have any questions contact the Office of Risk Management.
- If you answer “no” to the Level 1 questions:You will most likely not need to require insuranceIf you answer “yes” to a Level 1 question but “no” to the Level 2 questions:You will most likely want insurance, but it isn’t requiredIf you answer “yes” to a Level 2 question:You will want to require insuranceIf you decide to not require insurance you may remove sections 2a, 2b, and 3.If you have any questions contact the Office of Risk Management.
- When a third party is planning to rent or use the University’s facilities for a specific event or activity, but does not have general liability insurance coverage to protect themselves or the University from liability claims or lawsuits that may arise out of such use.Low Risk activities are automatically underwritten and east to acquire.High Risk activities require extensive paperwork and are individually underwritten. You should plan for 10 business days in between submission and receiving a quote.Contact the Office of Risk Management to assist in purchasing this additional coverage
- Highlighted items are clauses that can be either modified or deleted based upon need.These are additional items in the Standard Contract that be removed based upon needs:11. Keep if you want a meet and greet.12. Keep only if you are providing hotel rooms to the performer.15. Modify/keep if merchandise will be sold during the event. Remove if not.18. Keep if you want to be able to take pictures of the performance.19. Keep if tickets are being sold for the performance.
- Students should never sign a contract……and neither should you!
- Agency contracts will have LOTS of clauses but will most likely look similar to the Standard ContractREAD EACH ONE EVEN IF YOU’VE SEEN IT BEFORE
- REMOVE FROM 3RD PARTY CONTRACTAnd reference the Standard House Rider
- REMOVE FROM 3RD PARTY CONTRACTAnd reference the Standard House Rider
- Force Majeure is standard to all/most artist contracts.Keep it, but have the Risk Management Office on call.
- Its common for artists to want to cancel within 30 days of the event.You can remove it if you wantWhat it means, “If we don’t provide something in the contract, they can cancel and still get paid”What it means, “If the band is there, and is ready to play, you have to pay them. Even if something goes wrong!”Standard clausesYOU MAY KEEP DEPENDING
- Get rid of it if you don’t do door dealsSome artists will try to limit the number of comps or free tickets you give out. Standard to remove this clause
- What it means, “This is where and how the parties will resolve any conflicts that might arise”Make the edits for your location.
- MAKE SURE YOU REMOVE ALL CLAUSES THAT ASSIGN PERSONAL LIABILITY!ALWAYS MAKE THIS EDIT!
- MAKE SURE YOU REMOVE ALL CLAUSES THAT ASSIGN PERSONAL LIABILITY!ALWAYS MAKE THIS EDIT!
- Things to watch out for:CigarettesAlcoholFireworksCandles/Lighters/InsenseYour building has fire codes against these itemsBrand NamesNot always available in certain locationsAwkward RequestsA masseuse or personal care products/prophylacticsRandom RequestsA petting zooThings you don’t know aboutExpensive cologne
- Backline Requirements: What the artist needs you to rent (i.e. instruments)Tech Rider and Input List: What the artist needs for production and where everything will connectLighting Plot and Rigging Plot: Where the lights and speakers will be hung
- Mostly includes the same sections as the Standard ContractEdit it as you would the Standard Contract
- Every edit to a contract must include a initial mark for each party’s signature.A two party signature should include two lines for initials.
- The Complete Contract will be read and re-read thoroughly before submission for execution.No modifications will be allowed or made to Section 2 of the Standard House Rider (removal of Sections 2A, 2B and 3 will be allowed based on the decision of the editor along with the recommendation of the Office of Risk Management).The contracting party for a Complete Contract should be “Syracuse University” without the inclusion of an office’s name or a specific individual.
- Third Party Contracts or riders will be edited to remove insurance and indemnification language and will refer back to the Standard House Rider.Any and all language assigning personal liability for payment for the event will be removed.The Comptroller’s name will be added or inserted under all signature areas in the Complete Contract.Should read: “Rebecca L. Foote, Comptroller”
- All modification to the documents within the Complete Contract will include a signature mark for approval by both parties.All documents within the Complete Contract will be legible upon submission for execution. Edits made to these documents should be typed if possible.The Complete Contract will be consistent across the documents contained within.
- The documents within the Complete Contract will be self-referring. In addition, control will always be assigned to the Standard House Rider.All jurisdiction language will be edited so that the Complete Agreement is governed by the laws of New York State.All wording that limits the withholding of income tax or requires the reimbursement of that withholding should be removed.
- Optional:Artist RiderTech RiderPlotsW9 or Appropriate Tax Forms (only if you are paying the party)
- Once the other party has signed the contract and initialed all changes you can proceed with having it executed:3rd party contracts or University contracts that contain edits go to The Office of Risk Management for review.University contracts that do not include edits may be sent directly to the Comptroller’s Office.Fill out the Standard Contract Routing Form.