Service Agreement Between Musicians and the National Repertory Orchestra

SERVICE AGREEMENT BETWEEN MUSICIANS AND THE NATIONAL REPERTORY ORCHESTRA

This Service Agreement is entered into between the National Repertory Orchestra (NRO) and the undersigned independently contracted musician (Musician) who, having successfully auditioned for the NRO, has been offered specific positions with the NRO as of the date of execution by Musician this Service Agreement, which together with the Exhibits attached hereto and the NRO HANDBOOK (a current copy of which has been acknowledged by Musician and is incorporated by reference) referred to as the “Agreement.”

ARTICLE I – Description of Services

Musician agrees to attend and perform at all rehearsals, educational performances/events and all concerts; including but not limited to chamber, orchestral, promotional, outreach, runout, gala, in-home and benefit concerts scheduled by the NRO during the Term (defined in Exhibit A hereto). Musician also agrees to be present at the venue for all rehearsals and performances at assigned times. In addition, Musician agrees to attend mandatory Community Engagement Seminars and Master Classes AND OTHER FUNCTIONS AS ASSIGNED. Specifically, Musician is required to participate in a minimum of one Education & Community Engagement Service as assigned.

ARTICLE II – Term and Compensation

In order to become binding, Musician must sign and return this Agreement for receipt by the NRO no later than 7:00 P.M. EST on the date set forth in Exhibit A. Should the Agreement not be signed and returned by that date and time, the offer to Musician shall be considered withdrawn unless otherwise agreed to in writing by the NRO. Subject to the termination provisions set forth in Article VI, this Agreement shall be for the period stated in Exhibit A hereto (the “Term”).

Compensation to Musician for the Services rendered during the Term under this Agreement has a scholarship value of Ten Thousand Dollars ($10,000). This scholarship provides Musician with education and training, a weekly food stipend and housing accommodations arranged by the NRO during the Term. This scholarship is provided exclusively for the purpose of supporting the Musician’s participation in the NRO program and is not transferable or redeemable for cash. Musician acknowledges that this scholarship is adequate and fair compensation for Musician’s Services to be provided under this Agreement during the Term.

ARTICLE III – Instruments

Musician agrees to provide and maintain its suitable instrument(s) in optimal condition at Musician’s sole expense, except where the instruments played are the Piano, Timpani or other large percussion instruments. Musician agrees to use its instrument(s) for performances and rehearsals, and to perform to the best of Musician’s ability. The NRO is not responsible for the Musician’s instrument(s), during any NRO sponsored engagement or otherwise, on any premises. Musician is advised to carry their own private instrument insurance policy. Instrument insurance is not provided by the NRO for the Musician’s instrument or other property and the NRO specifically disclaims any liability for any damage or loss of the Musician’s instrument or other property.

ARTICLE IV – Exclusivity Clause

Musician agrees not to perform independently or for any other organization during the Term, unless specifically agreed to in writing by the NRO. This prohibition includes the practice of busking or performing in public or private for donations. Musician must not engage in any conflicting engagements during the Term and must be available for all scheduled NRO assignments, rehearsals and performances. FAILURE TO ADHERE TO THIS MAY BE CAUSE FOR DISMISSAL (SEE ARTICLE VI).

ARTICLE V – Relationship of the Parties

This is a personal services contract between the NRO and Musician for the sole purpose of having Musician perform the Services described in this Agreement. Musician agrees not to represent itself as having any authority to make contracts or firm offers in the name of, or binding upon, the NRO. Musician agrees and acknowledges that Musician is not an employee of the NRO and is instead participating in NRO sponsored activities as an intern.

ARTICLE VI – Registration Fee

Musician shall pay NRO a registration fee in the amount of $325.00 (the “Registration Fee”), of which $225 is non-refundable and $100 is a housing deposit (“Deposit”), refundable depending upon whether the premises are returned in as good condition as when provided. Damages to the lodging premises by Musician will be offset against the Deposit, however, the Deposit is not the limit of Musician’s liability for damages caused by Musician in excess of the Deposit. Such excess damages are due to the NRO upon demand. Payment of the Registration Fee must be received by no later than the date set forth in Exhibit A. Upon receipt by the NRO of the Registration Fee, together with the executed Agreement, Musician’s orchestra appointment will be considered secured.

ARTICLE VII – Termination

Should the Musician terminate the Contract any time after signing, the Musician shall pay the NRO $300.00 (as liquidated damages) IN ADDITION TO THE $225.00 REGISTRATION FEE (SEE ARTICLE XII “REGISTRATION FEE”), which the parties agree is not punitive but instead is a fair representation of the actual costs and damages incurred by the NRO as a result of the termination of the Contract by the Musician.

If Musician fails to abide by all of the terms and conditions of the STATEMENT OF POLICIES AND PROCEDURES, the NRO shall have the option to terminate this Agreement by written notice to the Musician. Upon the early termination of this Agreement by the NRO for good cause, including, but not limited to the violation of the STATEMENT OF POLICIES AND PROCEDURES, the Musician will be required to:

• Vacate the assigned premises where the Musician is living immediately
• Be barred from attending any performance or other NRO activity
• Reimburse the NRO for the cost of the Musician’s housing expenses for the remainder of the Term.

ARTICLE VIII – Indemnification

Musician agrees to indemnify the NRO, its agents, servants, and employees against all liability, loss, costs, expenses, claims or damages, including reasonable attorneys' fees and costs, against losses or damages arising from Musician's breach its obligations under this Agreement or other wrongful acts or omissions by Musician during the Term of this Agreement, including, but not limited to, any damages to any rental property or its contents.

ARTICLE IX – Waiver – Audio, Video, and Photography

Musician acknowledges that live broadcasts, video recordings, audio recordings and photographs (“Media Materials”) may be made of Musician and other musicians while engaged in NRO performances and other NRO activities and engagements. Musician hereby consents to such Marketing Materials being produced and used by the NRO and waives any rights Musician may have, or believes they have, in such Media Materials and to any compensation for the use of Musician’s voice, music, image in any Media Materials. Musician, for itself and for Musician’s heirs, executors and assigns, agrees to hold harmless and indemnify the NRO and its employees, officers, directors and agents against any claim or liability arising out of the Media Materials, including claims against the NRO against arising under any collective bargaining agreements as to rights in such Media Materials. Any funds received by the NRO for any production, publication, broadcast or other use of the Media Materials shall be the sole property of the NRO.

ARTICLE X – Rules and Regulations

Musician hereby states and warrants that Musician has received, read, understood, and signed the NRO HANDBOOK which includes the STATEMENT OF POLICIES AND PROCEDURES incorporated into this Agreement by reference. Musician specifically agrees to abide by all the terms and conditions of these STATEMENT OF POLICIES AND PROCEDURES during the Term.

ARTICLE XI – Inability to Perform

In the event of delay or detention in transportation or inability to fulfill this Agreement by reason of or due to serious illness or physical disability of the Musician, acts or regulations of public authorities, labor difficulties, civil tumult, pestilence, strike, act of god, epidemic, or any other cause beyond the reasonable control of the NRO or Musician, it is hereby agreed that this Agreement may be terminated upon written notice from either party and neither party will have the right to make any demand or claim for damages against the other party.

ARTICLE XII – Responsibilities of the Parties

During the Term, Musician shall be responsible and liable for the following:

1. All transportation except as herein otherwise mentioned.
2. All personal expenses. Adequate insurance coverage for Musician's instrument(s).
3. Health Insurance.
4. All transportation costs to and from official NRO performance activities in private vehicles, unless otherwise approved by the NRO.
5. Adherence to dress code.
6. Adherence to NRO SUMMER HANDBOOK policies.

During the Term, the NRO shall be responsible and liable for the following expenses:

1. The rental cost of housing accommodation provided by the NRO.
2. Grocery cards, redeemable at City Market, Breckenridge, in the amount of $75 per week.
3. Transportation to and from all official NRO performance and other required appearances outside of Summit County.
4. NRO provides Worker’s Compensation Insurance coverage for musicians. Coverage is limited to performances, rehearsals, run outs, or any other assignments directly required by NRO. It does not cover recreational activities or periods of personal practice not included in NRO sponsored events. The NRO highly recommends that Musician have personal medical insurance as the NRO does not carry insurance covering Musician’s injuries occurring while performing Services under this Agreement or otherwise.

ARTICLE XIII – Lodging

Except as otherwise provided herein, the NRO agrees to provide the Musician with lodging for the Term specified in the Contract.

Musicians will be housed in living quarters in Summit County, Colorado which may house musicians (male, female or non-gender conforming) per unit in any configuration in accordance with applicable law. Each Musician will have his or her own bed. Units are fully furnished and have kitchen facilities.

Upon arrival in Breckenridge, Musicians will be assigned a key to the assigned lodging. Lost keys will be replaced with a fee of up to $250.00, depending upon the charge of the property owner. This fee will be the sole responsibility of the Musician.

ARTICLE XIV – Transportation

The NRO will provide transportation to and from all run-out performances and Community Engagement services outside of Breckenridge. Musician agrees to ride on NRO-provided transportation to and from all such performances, unless given permission by the Orchestra Manager. All requests must be submitted in writing at least 48 hours prior to the performance. During travel to a performance outside Breckenridge, the NRO will not be held liable for any damages arising during transportation to the Musician or the Musician’s property unless the Musician is using transportation provided by the NRO. Musicians who fail to comply with the transportation policy will receive a verbal warning. Multiple infractions may result in dismissal and early termination of this Agreement for cause.

Musician is responsible for its own transportation and that of Musician’s instrument(s) to and from all rehearsals and performances (including off-site, run outs) within Breckenridge. In the case of percussionists, harpists, keyboard players, and contrabassoonists, assistance will be provided upon advance request; however, packing these instrument(s) for travel is Musician’s responsibility.

Musician acknowledges that the NRO, including its employees, officers, directors and agents, shall not be liable for any damages caused to the Musician’s instrument(s) or property if any NRO personnel render assistance to the Musician in preparation of transport of Musician’s instrument(s) and property.

ARTICLE XV – Jurisdiction

Musician acknowledges that the NRO, including its employees, officers, directors and agents, shall not be liable for any damages caused to the Musician’s instrument(s) or property if any NRO personnel render assistance to the Musician in preparation of transport of Musician’s instrument(s) and property.

ARTICLE XVI – Entire Agreement; No Waiver

This Agreement, including all Exhibits attached hereto and the NRO HANDBOOK acknowledged by Musician and incorporated into the Agreement by reference, collectively constitute the entire agreement of the parties as to the subject matter contained herein and therein. The terms and conditions of the Agreement may only be amended by a written agreement, signed by both parties to this Agreement. Notwithstanding the foregoing, NRO may require Musician to abide by amended or additional policies from time to time if and when provided to Musician in writing.

No failure to enforce any provision of the Agreement shall constitute a waiver of any right by the NRO to enforce the provisions of this Agreement.

ARTICLE XVII – Binding Effect

This Agreement shall apply to and bind the representatives, successors and assigns of the parties hereto.

ARTICLE XVIII – Notices

All notices to be given and communications to be addressed to Musician and the NRO by the other party in connection with this Agreement and concerts shall be in writing.

ARTICLE XIX – Force Majeure

The performance and other engagements and activities schedule during the Term is subject to change to include either a shorter season or differences in the start and finish dates. In addition, the Term and performance schedule may change or be curtailed in part or altogether due to circumstances outside the control of the NRO due to a force majeure event, including acts of God, such as severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions; war, acts of terrorism epidemics, acts of governmental authorities such as expropriation, condemnation, or changes in laws or regulations. Conditions for your participation in the National Repertory Orchestra Music Festival are fully dependent on the NRO securing housing for the entire Term. If housing is not obtained by the NRO for the Musician, upon written notice prior to the commencement of the Term, this Agreement will be terminated, the Registration Fees will be returned to Musician, and the NRO will not be held responsible for any other losses or expenses of the Musician resulting therefrom.