OurStage Venue Marketplace Agreement

MARKETPLACE AGREEMENT Date: September 20, 2010 (the “Effective Date”) Venue’s name and address: _____________________ (“Venue”)

Sponsor name and address: OurStage, Inc. (“OurStage”)

with offices at: _____ _______ ______ ________, __ _____

Address: 321 Billerica Road, Suite 202 Chelmsford, MA 01824

1. Term. The term of this agreement (“Agreement”) shall be from the Effective Date through November 30, 2010 (the “Term”).

2. Venue Benefits. Throughout the Term, OurStage shall provide Venue with the benefit of using the following OurStage Marketplace tools, and the customer support to assist in using the tools: a. Venue Profile Page. Venue will be able to enhance its OurStage.com venue profile by adding its logo, a venue description, photos & videos, upcoming shows, dinner menus, ads for itself or local partners, etc. OurStage will also enable fans and artists to post comments, photos and videos on the Venue Profile Page, with the Venue having the right to edit any of such postings.

b. Gig Finder. Venue can post show opportunities (“gigs”) through OurStage’s Gig Finder tool, through

which OurStage artists can apply via an electronic press kit (“EPK”). Venue can also access an artist search function in which OurStage’s recommendation engine will suggest high-quality potential artists for the Venue. Venue may also use the Gig Finder messaging system to communicate with artists during the booking process. Venue will have access to the complete version of all OurStage artist EPK’s, including venue ratings and talent buyer recommendations, and be able to submit its own rating and/or recommendation of an artist.

c.

Event Promotion. Venue’s shows will be promoted to OurStage fans in a variety of ways, including having its shows listed in OurStage’s upcoming Event listings and in OurStage’s geo-targeted fan enewsletter. Venue will also have the ability to advertise certain shows through OurStage’s event advertising system.

3. Fee and Schedule. There will be no fees charged to Venue during the Term. Venue does commit, however, to posting a minimum of three (3) show opportunities (“Gigs”) for OurStage artists in Gig Finder within two weeks of Effective Date and a total of at least five (5) show opportunities during the Term. Venue is under no obligation to book any OurStage artists for a show. Venue also agrees to use all of the OurStage tools described in Section 2 above during the Term, and provide OurStage feedback on the effectiveness, ease-of-use, etc. of these tools.

4. a.

Terms and Conditions. The following terms and conditions cover the Agreement.

Definitions. i.

Shows: “Show(s)” are defined as the live music entertainment events produced by Venue at its facility during the Term.

b.

Relationship of the Parties. The parties are acting herein as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture or agency relationship between the parties and no party will have the authority to bind the other in any respect. Each party hereto will be solely responsible for all wages, income taxes, worker’s compensation and any other requirements for all personnel it supplies pursuant to this Agreement. Sales taxes, if any, will be the responsibility of the party purchasing the goods or services.

c.

Trademarks. Each party is, and shall remain, the owner of all rights it has in all creative and copyrightable material created by it, trademarks, service marks and other intellectual property as they may exist or may hereafter by modified such party (the “Marks”, generally, and “OurStage Marks” and “Venue Marks”, respectively).OurStage hereby grants to Venue a limited license and right to use the OurStage Marks it provides to Venue solely in connection with Venue’s obligations under this Agreement. Manager hereby grants to OurStage a limited license and

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right to use the Venue Marks solely in connection with the benefits granted to OurStage under this Agreement. All propriety interest in all copyright or trademark protected works of any party from whom limited use rights are granted shall remain solely under the control of that party. Upon the expiration or earlier termination of this Agreement, all uses of any the other party’s Marks shall cease. Neither party shall use the other party’s Marks” or allow any other party to use the other’s Marks in any manner not specifically granted or described herein, unless such use is approved by the owner of such Marks prior to use. If permission is so granted, then the Marks shall be used only in the format in accordance with the specifications provided by the party granting such use from time to time, unless approval to modify the Mark(s) is expressly granted. All materials using a party’s Marks must be pre-approved by the party owning such Marks. d.

Indemnification. Each party agrees to indemnify and hold harmless the other and the other’s officers, directors, employees, accountants, attorneys, agents, affiliates, subsidiaries, customers, successors and assigns from and against any and all third party (a) claims, (b) damages, (c) liabilities, (d) costs and expenses, including reasonable attorneys fees (each a “Claim”), arising out of or related to any acts or omissions of the other party, its officers, directors or employees. The foregoing indemnities are conditioned upon: (a) prompt written notice by the indemnified party to the indemnifying party of any claim, action or demand for which indemnification is claimed; (b) the opportunity to have reasonable control of the defense by the indemnifying party, with counsel reasonably acceptable to the indemnified party, and settlement thereof by the indemnifying party; and (c) such reasonable cooperation by the indemnified party in the defense as the indemnifying party may request (at the indemnifying party’s expense), all provided, however, that failure to provide reasonable notice, control and/or cooperation shall not relieve the indemnification obligations hereof unless the party seeking to avoid such obligations can demonstrate material prejudice to the defense of such Claim caused thereby. The indemnifying party shall not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim without the prior consent of the indemnified party (such consent not to be unreasonably withheld or delayed).

e.

Applicable Law, Dispute resolution. This Agreement will be governed by and construed according to the laws of the commonwealth of Massachusetts which are, from time to time, in effect.

f.

Compliance with Laws. Both parties will be responsible for complying with all governmental regulations pertaining in any manner to its products or services being provided pursuant to this Agreement or activities being conducted pursuant to this Agreement. It will be each party’s sole responsibility to obtain any such governmental approvals required of it.

AGREED and ACCEPTED as of the date first above written.

Venue Representative:

OurStage, Inc.

By: ____________________________ Name: __________________ Venue: Title: _________________ Date: ____________________________

By: ____________________________ Name: __________________________ Title: _____________________________ Date : ____________________________

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