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This Agreement is made the day of 2015




 

BETWEEN:

(1) ENGLISH NATIONAL OPERA a company limited by guarantee (" ENO "); and

 

(2) ST PETERSBURG BALLET THEATRE ( Producer ).

 

WHEREAS:

 

(A) ENO is responsible for the management of the Theatre; and

 

(B) The Producer wishes to present the Production and agrees to present the Production in accordance with the terms and conditions set out in this Agreement;

 

IT IS HEREBY AGREED AS FOLLOWS:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 In this Agreement the following expressions have the following meanings:

 

Access Conditions the conditions of access to the Theatre during the Licence Period as set out in Clause 4 which the Producer agrees to observe and breach of which conditions shall constitute a material breach of this Agreement;

 

Access Period the period as set out in paragraph 3 of Schedule 1;

 

Additional Charges amounts which are not included in the Licence Fee as set out in Clause 14 and Schedule 1 and which the Producer shall pay to ENO;

 

Additional Staff staff required by the Producer in excess of Core Staffing including under Clauses 4.4 and 11;

 

Advance Payment any amount which ENO may pay to the Producer as an advance which shall be recoupable by ENO against the Gross Receipts in calculation of the Settlement;

 

Agreement this agreement and the Schedules 1-4 hereto;

 

Box Office the Ticket sales operation of ENO including the box office Core Staffing which shall include fax, postal, counter, telephone, email, on-line and bookings via the Overflow Provider;

 

Box Office Receipts the total value of Tickets sold (excluding the Processing Fee and the ENO Seats) for the Production in respect of each week or part thereof of the Access Period after deduction of: (i) credit/debit card commission; (ii) Overflow Provider commissions; (iii) any additional Box Office administrative charges; (iv) refunds due to Ticket purchasers; and (v) any bad debt arising out of any credit sales;

 

Catering Contractor the catering company contracted by ENO from time to time to provide bar and catering services at the Theatre;

 

Confidential Information all information (whether oral or written) acquired by a party (whether before or after the date of this Agreement and whether directly or indirectly) as a result of negotiating, entering into or performing this Agreement, which relates to the affairs or business of the other party;

 

Core Staffing the core staffing whose services shall be provided by ENO during the Access Period at the times and in accordance with Schedule 2 and the cost of whose services shall be included in the Licence Fee;

 

Equipment all equipment other than personal belongings brought in to the Theatre by the Producer and/or the Personnel during the Access Period in connection with the preparation for and/or staging of the Production including Hired Equipment, stage, scenery, lighting, sound and/or other equipment, special effects, backstage facilities, cabling and switching gear and any other equipment or structures and any fittings, scenery, furniture, decorations, furnishings, costumes, properties, backcloths, musical instruments, musical scores or other articles whether hired or owned which are necessary for the staging of the Production;

 

ENO Account the ENO bank account to which the Producer shall make payment of the Licence Fee, the Additional Charges, the Technical Deposit (if applicable) and all other amounts due to ENO under this Agreement the details of which are as set out in Schedule 1;

 

ENO Emergency Procedure ENOs procedure for evacuation of the Theatre in case of an emergency which shall be provided to the Producer as part of the technical information prior to the commencement of the Access Period

 

ENO Marks the name English National Opera or ENO and the ENO logo;

 

ENO Seats the seats at Orchestra Stalls J10-11, K9-10 and L8-9 which ENO shall have free of charge for its own use for each Performance;

 

Gross Receipts Box Office Receipts; and all sums received by ENO from the sale of Programmes; and any sums taken by ENO from the sale of Merchandise;

 

Hired Equipment Equipment which is required for the Production and which ENO shall hire on behalf of the Producer subject to prior agreement with the Producer in accordance with Clause 4.3;

 

Licence Fee " the fee payable to ENO by the Producer as set out in Schedule 1 and which shall be paid to the ENO Account;

 

Marketing Services the marketing services for the Production which shall be provided by ENO as part of the Licence Fee and which are set out in Clause 12;

 

Merchandise goods for sale by retail to the general public which have been commissioned by the Producer directly in connection to the Production including by way of example: t-shirts, badges, posters, books, garments, hats, photographs and recordings;

 

Merchandising Commission the commission to be retained by ENO in respect of the sale of Merchandise in accordance with paragraph 9 of Schedule 1;

 

Neighbours the owners and/or occupiers of adjoining or neighbouring property to the Theatre;

 

Overflow Provider the company which is responsible for overflow telephone sales which is currently Ticketmaster and/or other ticketing agents as agreed in accordance with Clause 6.6;

 

" Performances " the public performances of the Production presented by the Producer in the Theatre during the Access Period on the dates and times set out in paragraph 2 of Schedule 1 and of which there shall be up to six in any week but not on Sundays or public holidays and Performances shall not end after 11pm;

 

Permitted Areas those parts of the Theatre as set out in paragraph 16 of Schedule 1 to which the Producer is permitted access during the Access Period in accordance with the Access Conditions and the other terms of this Agreement;

 

Personnel the Principal Artists and all other performers who are part of the Production (including any children) and all agents, contractors and employees of the Producer and any other third parties present at any time in the Theatre during the Access Period solely by reason of the Producer having entered into this Agreement and over which the Producer may reasonably be expected to exercise control, including by way of example only any chaperones for children performing at the Production;

 

" Principal Artists the artists and performers who shall perform leading roles in the Production and as notified by the Producer to ENO;

 

Processing Fee the amount as set out in paragraph 10 of Schedule 1 which ENO shall charge to the Ticket purchaser in addition to the Ticket price and which shall be retained by ENO but which shall not be charged on Tickets purchased in person at the Box Office or from the Overflow Provider;

 

Production the production details of which are set out in paragraph 1 of Schedule 1 which the producer shall present at the Theatre during the Access Period under the terms and conditions of this Agreement;

 

Programmes programmes for the Production which shall be consistent with a production of a first class standard and as otherwise described in Clause 10;

 

Programme Commission the commission to be retained by ENO in respect of the sale of Programmes as set out in paragraph 8 of Schedule 1;

 

" Regulations the Health and Safety at Work Act 1974 and other such health and safety regulations and conditions whether propagated by statute or public authorities and including Westminster City Councils theatre rules, or by ENO including the Theatre Rules, as are applicable to the maintenance and operation of the Theatre as a place of work and as a public venue for theatrical performance;

 

Reinstatement the repair, restoration, and reinstatement of the Permitted Areas and of the fixtures, fittings, furniture, machinery, properties, scenery and equipment and other effects belonging to ENO and all improvements, additions and substitutions thereto to the same standard of repair, order and condition as they were at the commencement of the Access Period (subject to ordinary wear and tear and excepting only damage by fire and flood) in accordance with Clause 19;

 

Settlement the amount owing by or due to the Producer being Gross Receipts less the amounts set out in Clause 16.3;

 

Sponsorship any arrangement whereby a payment is made to the Producer in return for the Producer giving publicity, prominence or hospitality to a particular brand, company or business and Sponsor shall be construed accordingly;

 

Stock Equipment any mechanical or electrical apparatus or equipment belonging to ENO which the Producer is explicitly permitted by ENO to use for any purpose during the Access Period and as listed in Schedule 3;

 

" Taxation " all forms of taxation duties imposts and levies whatsoever and whenever imposed and whether of the United Kingdom or elsewhere and which without prejudice to the generality of the foregoing includes: income tax corporation tax capital gains tax inheritance tax stamp duty reserve tax VAT customs and other import duties and National Insurance contributions withholding tax under Clause 18.2 and any other payment whatsoever which ENO may be or become bound to make to any person as a result of any enactment relating to taxation and any other taxes duties or levies supplementing or replacing any of the above and all costs charges interest fines penalties and expenses incidental or relating to any Taxation;

 

Technical Deposit an amount payable as set out in paragraph 14 of Schedule 1 which ENO may require the Producer to pay as a deposit against the costs incurred by ENO of the Hired Equipment;

 

" Termination Fee " one hundred and sixty per cent (160%) of the Licence Fee together with such further sum as is equal to the amount (if any) payable by way of Taxation by ENO in respect of the receipt by it of such sum;

 

" Theatre " the London Coliseum St Martin's Lane London WC2N 4ES; and

 

Theatre Rules ENOs theatre rules which are as set out in Schedule 4;

 

Ticket in relation to any Performance, a ticket, document or other evidence of entitlement to admission;

 

Ticketing Data all personal data acquired by or on behalf of ENO relating to buyers and holders of Tickets;

 

" VAT " United Kingdom Value Added Tax at the rate prevailing at the relevant time; and

 

Visitors Ticket holders, guests, spectators, invitees and other visitors to the Theatre during the Access Period.

 

1.2 In this Agreement:

 

(a) the Schedules form part of this Agreement and shall have the same full force and effect as if expressly set out in the body of this Agreement;

 

(b) headings are for convenience only and shall not affect its interpretation;

 

(c) references to Clauses or Schedules and parties are references to Clauses and Schedules of and parties to this Agreement;

 

(d) the singular shall include the plural and vice versa; and

 

(e) references to legislation shall include any statute, regulation, rule, subordinate or delegated legislation or order or statutory provision which amends extends consolidates or replaces the same and shall also include any orders regulations instruments or other subordinate legislation made under the relevant statute or statutory provision.

2. GRANT OF LICENCE

 

In consideration of payment of the Licence Fee and subject to compliance by the Producer and all Personnel with the terms of this Agreement, ENO hereby grants to the Producer during the Access Period:

 

(a) a right of access to the Permitted Areas in accordance with the provisions of the Access Conditions as may be necessary for the purpose of preparing for and staging the Production and making good such areas thereafter; and

 

(b) the right to leave the Equipment in the Theatre in such places as may be agreed with ENO; and

 

(c) the Core Staffing.

 

RIGHTS RESERVED TO ENO

 

During the Access Period the entire Theatre (including the Permitted Areas) shall remain at all times in the possession and control of ENO and ENO reserves to itself and its licensees the right:

 

(a) of access to the Permitted Areas during the Access Period at all times and reserves the right to use any part of the Theatre together with any fixtures, fittings, furniture for such other purposes as ENO shall think fit, PROVIDED THAT neither ENO nor any person authorised by it shall adversely affect the use of the Permitted Areas by the Producer in connection with the Production;

 

(b) to refuse admission and/or to eject from the Theatre such persons as ENO may in its sole discretion determine and ENO shall keep the entrance to the Theatre in its charge at all times;

 

(c) of supervision, administration and control of the Theatre and its business during the Access Period;

 

(d) in its absolute discretion, to fix the time of the opening and closing of the Theatre but not so as to restrict the Performances, or preparation and rehearsals for the Production as agreed with the Producer; and

 

(e) to keep available the ENO Seats.

 





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