CONTRACT CHECKLIST

INDEPENDENT CONTRACTOR INFORMATION Company/ Group/ Promoter/ Independent Contractor name: Address:

Telephone number: Fax number: Date business started: Number of owners: CHECKLIST COPY OF GOVERNMENT ISSUED ID COMPLETED ATTACHED W-9 (LAST PAGE OF CONTRACT) *Each person paid as Independent Contractor through ESL must complete this form. Please make duplicate copies of form if needed. COMPLETED CONTRACT WITH NECESSARY SIGNATURES

___________________ ESL Employee Signature

____________________ ____________________ ____________________ Printed Name Title Date

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Band Contract & Waiver Terms & Conditions

The following Agreement is made this _____ day of _________, 20_____ between ___________________(band name/manager hereinafter Independent Contractor) and HEL, Inc. d/b/a The Eastside Lounge (hereinafter ESL). 1. Term of Contract ESL agrees to retain the services of Independent Contractor on ______ (year/month/date of event), beginning upon the execution of this agreement 2. Qualifications Independent Contractor acknowledges that he/she has many years experience and expertise in the nightclub business. Independent Contractor further represents that he/she is in good health and working ability, and knows of no reason why he/she would be unable to perform the duties enumerated in this Agreement. 3. Compensation ESL agrees to pay/provide the Independent Contractor in accordance to the following terms: All sales of Door price Percentage of door sales will go to in-house Sound Engineer not to exceed $75 If sales do not reach the said above amount balance will be accounted for as in-house cost MONETARY PAY OUT FROM BAR SALES IS NULL AND VOID We will provide basic instrument/vocal microphones, some direct boxes, and 3 monitor mixes.

4. Contractors Duties Artist agrees to provide services according to the terms and conditions as set forth below: Own transportation to and from Eastside Lounge and other areas as assigned All Promotional materials Band equipment needed to perform Agreed to and Accepted: Independent Contractor agrees to receive no monetary pay out from bar sales as defined above. Independent contractor agrees to provide own transportation, all promotional materials, and sound/band equipment to ESL and other areas as assigned.

___________________ Signature

____________________ ____________________ ____________________ Printed Name Email Date

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5. Assignment Independent Contractor recognizes that the services to be provided are unique. Thus, this Agreement may not be assigned without the written consent of the ESL. This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by and against the parties and their successors and assigns. 6. Independent Contractor Undersigned party is hereby hired by ESL as an Independent Contractor. Accordingly, it is understood that nothing contained within this Agreement is intended to create an employee/employer relationship. Further, any statements made or actions taken outside the scope of this Agreement shall not be incorporated herein and shall not be construed so as to create an employer/employee relationship. Independent Contractor is responsible for all wages, payroll tax withholding, workers compensation coverage and unemployment compensation coverage for other employees or individuals who are associated with Ind. 7. Conflicts Independent Contractor shall not, during the term of this Agreement, engage in any other business activity that, directly or indirectly, conflicts with the performance of Independent Contractor's duties hereunder or competes, in any way, with the ESLs business without prior written consent of the ESL. 8. Non-Disclosure of Confidential Information During the course of business Independent Contractor will have access to Confidential Information of the ESL not readily available to the public, Independent Contractor agrees that all Confidential Information is confidential to the ESL and shall remain the ESLs sole and exclusive property. Independent Contractor warrants and agrees that Independent Contractor will not reproduce, use, distribute publish, misappropriate or otherwise disseminate any Confidential Information and will not take any action causing, or fail to take any action to prevent, and Confidential Information to lose its character as Confidential Information for a period of twentyfour (24) months immediately following the cessation of relationship between Independent Contractor and ESL.

9. Return of Confidential Information and Trade Secrets All Confidential Information, Trade Secrets and other Company records, files, memoranda, reports, lists, materials, drawings, designs, proposals, plans, sketches, documents, computer programs, social networking passwords, client lists, patron lists, email distribution lists, social networking contact lists, and the like relating to ESLs business, which Independent Contractor used, prepared, or came on contract with in the course of, or as a result of, Independent Contractor's relationship with ESL are the sole property of ESL. Independent Contractor shall return all such materials, including copies, to ESL at any time upon request by ESL and immediately upon cessation or Independent Contractor's relationship with ESL. 10. Limited Non-Compete Independent Contractor shall not, during the term of the Agreement for a period of eighteen (18) months after the termination of this Agreement, within the counties of Fulton and Dekalb, directly or indirectly, as agent, principal, shareholder, partner, employee or employer, perform any duties substantially similar to those that Independent Contractor performs for ESL during the Term of this Agreement for any person or business that competes with the ESL. Independent Contractor acknowledges that this Paragraph contains reasonable limitations as to time, geographic area and scope of activities to be restricted and that such promises do not impose a greater restraint on Independent Contractor than is necessary to protect the goodwill and other legitimate business interests of the ESL. 11. Non-solicitation of Customers Independent Contractor agrees that, during the duration of this agreement with ESL and for a period of eighteen months after the termination of this agreement, for whatever reason, Independent Contractor shall not, directly or indirectly, on behalf of any person or business, solicit, contact, or call upon any customer or customer prospect of the ESL, or any representative of the same, with a view toward the sale or providing of any service or RTWebWorks, LLC Page 3 of 7

product competitive with any service or product sold or provided by the ESL for the duration of this agreement. Provided, however, the restrictions set forth in this Paragraph shall apply only to customers or prospects of the ESL, or representatives of the same, with which the Independent Contractor had contact during the last twentyfour (24) months of Independent Contractors employment with the Company or who were known by Independent Contractor to be customers or prospects, or representatives of the same, of ESL. 12. Non-solicitation of Employees Independent Contractor agrees that during the Term of this Agreement and for a period eighteen (18) months thereafter, he shall not, and shall not attempt to, whether directly or indirectly, or on behalf of some other person, firm, or entity, call upon, contact, solicit, entice or encourage, or solicit another person to encourage, any employee, agent or Independent Contractor of ESL (i) with whom Independent Contractor had had business contact during his employment with ESL and (ii) who serves in a managerial, sales or other skilled capacity to leave the ESLs employment. 13. Duty of Loyalty Independent Contractor agrees that during the Term of this Agreement, he/she shall not engage in or handle any activities, products or services that compete, directly or indirectly, with the ESLs Business and shall not usurp or divert any business opportunity from the ESL without prior written consent of ESL. 14. Alcohol & Drugs Independent Contractor understands the inherent danger in performing services for ESL while intoxicated, and for this reason hereby agrees that they shall not be under the influence of alcohol and/or illegal drugs while performing services for ESL. Should the Independent Contractor fail to conform to this condition, Independent Contractor agrees that they shall forfeit any right to compensation and the ESL shall have the right to immediately terminate this agreement. Further, should any incident occur resulting in damage to the premises of the ESL or injury to the Independent Contractor, any patron or customer of the ESL, or any employee of the ESL, Independent Contractor agrees to submit a drug and alcohol test at a medical facility of ESLs choosing. 15. Publicity Any and all publicity by means of poster, newspaper, radio, television or otherwise, shall be at the sole discretion and control of ESL. 16. Transportation Transportation will be the responsibility of the Independent Contractor unless otherwise specified in this contract. In the event that transportation is at any time furnished by the ESL, then in consideration, the Independent Contractor releases and forever discharges the purchase of and from all liability, claims, action, and possible causes of action and whatsoever that may occur to the Independent Contractor and/or staff or heirs of same from every and any loss, damage, and injury (including death) that may sustained by the Artist and/or his/her staff and property of same during the course of said transportation. 17. Force Majeure ESL and Independent Contractors mutual obligations hereunder shall be excused without liability if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, economic catastrophe, labor dispute, strike, lockout or interruption or failure of electricity. 18. Waiver Against Damages RTWebWorks, LLC Page 4 of 7

Independent Contractor hereby releases, discharges and agrees to hold harmless ESL from and against any liability as a result of any harm, damage, loss suffered to actual work, equipment used in creating work, personal property or personal injury suffered while displaying art on ESLs property, performing at the ESL, or undertaking any task related to these matters, including, but not limited to, loading and unloading of equipment, patronizing the ESL prior to or after performance, or the mounting/hanging of artwork within the ESL. 19. Indemnification In the event that nay person, not a party to this Agreement, makes any claim against ESL, its employees or agents, arising out of the services provided by Independent Contractor under this agreement, Independent Contractor agrees to indemnify, defend and hold harmless ESL from any and all damages, expenses, costs, and attorney fees arising from such a claim. 20. Limitations on liability ESL will not be responsible for any indirect, consequential, special, punitive or incidental damages, even if ESL has been informed of the possibility of such damages, including, but not limited to, any lost profits, lost revenues, or loss of business. ESLs aggregate liability for any direct damages relating to any services under this Agreement (regardless of the form of action or legal theory) will not exceed the aggregate fees payable by ESL under this Agreement. 21. Time Limitation of Actions The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within six months of the date of the breach, without regards to the date the breach is discovered. Any action not brought within that six month time period shall be barred, without regard to any other limitations period set forth by law or statute. 22. Binding arbitration Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Atlanta, Georgia before three (3) arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 23. Choice of Law The interpretation, enforcement, and any litigation related to this Agreement shall be governed by the laws of the State of Georgia. 24. Attorneys Fees In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorneys fees and costs resulting therefrom. 25. Merger & Integration Clause Parties agree that this Agreement, these Standard Terms & Conditions, and its Addenda express their entire understanding regarding this subject matter and they acknowledge that they are not relying upon any other understanding, representations or other agreements between the parties. This Agreement supersedes all prior negotiations, agreements and understandings with respect thereto. This agreement may be amended or modified only in writing signed by both parties. Parties may waive any term or provision of this Agreement only in writing signed by the waiving party. If any term of this Agreement is determined to be illegal, invalid or unenforceable, the term will be eliminated or limited only to the extent necessary so that the remainder of this Agreement will be legal, valid and enforceable. RTWebWorks, LLC Page 5 of 7

26. Authority Each party hereby certifies that it has all necessary authority to execute and deliver this Agreement and to perform its obligations hereunder. Upon execution, this Agreement will be a valid and binding obligation of each party and enforceable in accordance with its terms. 27. Termination of Agreement This agreement shall be terminable at will by either party upon the giving of written notice two (2) weeks prior to the effective date of the termination. [Signature Page Follows] Agreed to and Accepted: For ESL _____________________________ Signature _____________________________ Printed Name _____________________________ Title _____________________________ Date Agreed to and Accepted: Independent Contractor _____________________________ Signature _____________________________ Printed Name _____________________________ Title _____________________________ Date

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