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<br /> • 4. LATE PAYMENT AND SERVICE CHARGES appointed , they shall appoint a third arbitrator. If ten ( 10) days
<br /> BMI may impose a late payment charge of one and one-half elapse after the appointment of the second arbitrator
<br /> and the
<br /> percent ( 1 'Y2% ) per month , or the maximum rate permitted by two arbitrators are unable to agree upon a
<br /> third arbitrator, then
<br /> law, whichever is less, from the date payment is due on any either party may, in writing , request
<br /> the American Arbitration
<br /> payment that is received by BMI more than thirty (30 ) days after Association to appoint the third arbitrator. The award
<br /> made in
<br /> the due date. BMI may impose a $25.00 service charge for the arbitration shall be binding and conclusive on the
<br /> parties and
<br /> each unpaid check, draft or other means of payment LICENSEE judgment may be , but not need be , entered in any court
<br /> having
<br /> submits to BMI . jurisdiction . Such award shall include the fixing of the costs ,
<br /> expenses , and attorneys' fees of arbitration , which shall be
<br /> 5. BMI COMMITMENT TO CUSTOMER / INDEMNITY borne by the unsuccessful party.
<br /> So long as LICENSEE is not in default or breach of this
<br /> Agreement, BMI agrees to indemnify, save harmless , and 10. NOTICES
<br /> defend LICENSEE and its officers, and employees , from and Any notice under this Agreement will be in writing
<br /> and deemed
<br /> against any and all claims , demands, or suits that may be made given upon mailing when sent by ordinary first-class U . S .
<br /> mail to
<br /> or brought against them with respect to the performance of any the party intended , at its mailing address stated ,
<br /> or any other
<br /> musical works which is licensed under this Agreement at the address which either party may designate . Any such notice
<br /> sent
<br /> time of performance. LICENSEE agrees to give BMI immediate to BMI shall be to the attention of the Vice President,
<br /> General
<br /> notice of any such claim , demand , or suit, to deliver to BMI any Licensing Department at 10 Music Square East,
<br /> Nashville , TN
<br /> papers pertaining thereto , and to cooperate with BMI with 37203 . Any such notice sent to LICENSEE
<br /> shall be to the
<br /> respect thereto, and BMI shall have full charge of the defense of attention of the person signing the Agreement on LICENSEE's
<br /> any such claim , demand , or suit. behalf or such person as LICENSEE may advise BMI in writing .
<br /> 6. BREACH OR DEFAULT / WAIVER 11 , MISCELLANEOUS
<br /> Upon any breach or default of the terms and conditions The fact that any provisions are found
<br /> by a court of competent
<br /> contained herein , BMI shall have the right to cancel this jurisdiction to be void or unenforceable
<br /> will not affect the validity
<br /> Agreement if such breach or default continues for thirty (30 ) or enforceability of any other provisions
<br />. This Agreement
<br /> days after LICENSEE's receipt of written notice thereof. The constitutes the entire understanding between the parties
<br /> and
<br /> right to cancel granted to BMI shall be in addition to any and all cannot be waived or added to or modified orally
<br /> and no waiver,
<br /> other remedies which BMI may have . No waiver by BMI of full addition and modification shall be valid unless in
<br /> writing and
<br /> performance of this Agreement by LICENSEE in any one or signed by both parties.
<br /> more instances shall be deemed a waiver of the right to require
<br /> full and complete performance of this Agreement thereafter or of 12 . FEES
<br /> the right to cancel this Agreement with the terms of this (a ) In consideration of the license
<br /> granted herein , LICENSEE
<br /> Paragraph . agrees to pay BMI a license fee which includes the total of
<br /> the "Base License Fee" and any applicable "Special Events
<br /> 7. CANCELLATION OF ENTIRE CATEGORY License Fees" , all of which shall be calculated in
<br /> BMI shall have the right to cancel the Agreement along with the accordance with the Rate Schedule on Page
<br /> 3 . For
<br /> simultaneous cancellation of the Agreements of all other purposes of this Agreement,
<br /> licensees of the same class and category as LICENSEE , as of ( i ) "Base License Fee" means the annual
<br /> fee due in
<br /> the end of any month during the Term , upon sixty (60 ) days accordance with Schedule A of the Rate
<br /> Schedule
<br /> advance written notice . and based on LICENSEE's population as established
<br /> in the most recent published U .S . Census data . It
<br /> 8. ASSIGNMENT does not include any fees due for Special Events .
<br /> This license is not assignable or transferable by operation of law (ii ) "Special Events License Fees" means the amount due
<br /> or otherwise . This license does not authorize LICENSEE to in accordance with Schedule B of the Rate Schedule
<br /> grant to others any right to perform publicly in any manner any of when Special Events are presented by or on behalf of
<br /> the musical compositions licensed under this Agreement, nor LICENSEE . It does not include any Base License
<br /> does it authorize any public performances at any of the Fee due .
<br /> Premises in any manner except as expressly herein provided . (iii ) LICENSEES who are legally organized as state
<br /> municipal and/or county leagues or state associations
<br /> 9 . ARBITRATION of municipal and/or county attorneys shall be required
<br /> All disputes of any kind , nature , or description arising in to pay only the fee under the Schedule C
<br /> of the Rate
<br /> connection with the terms and conditions of this Agreement, Schedule . Such leagues or associations are
<br />not
<br /> except for matters within the jurisdiction of the BMI Rate Court, subject to Schedule A or Schedule B of the
<br /> Rate
<br /> shall be submitted to the American Arbitration Association in the Schedule . Fees paid by such leagues or
<br /> City, County, and State of New York, for arbitration under its associations do not cover performances of the
<br /> then prevailing arbitration rules . The arbitrator(s) to be selected municipality, county, or other local government entity
<br /> as follows: Each of the parties shall , by written notice to the represented by the league or association .
<br /> Schedule
<br /> other, have the right to appoint one arbitrator. If, within ten ( 10 ) C fees are not applicable to municipal
<br />, county or
<br /> days following the giving of such notice by one party, the other other government entities .
<br /> shall not, by written notice, appoint another arbitrator, the first
<br /> arbitrator shall be the sole arbitrator. If' two arbitrators are so
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