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Payroll Business Affairs Services Addendum

THIS TALENT BUSINESS AFFAIRS SERVICES ADDENDUM (the “Addendum”), is entered into by and between Extreme Reach, Inc. and its Affiliates, a Delaware corporation (“XR” or “Party”), located at 66 Hudson Boulevard East, Suite 2110, New York, New York 10001, and the Customer listed in the applicable Order Form ("Customer" or "Party") and explicitly modifies the Platform Terms and Condition (the “Terms”) entered into between the Parties. If there is any inconsistency between the terms of this Addendum and the Terms with respect to the services hereunder, the terms of this Addendum shall prevail. If there is any inconsistency between the terms of this Addendum and the Order Form with respect to the services hereunder, the terms of the Order Form shall prevail.

  1. Services. Extreme Reach will provide Talent Business Affairs Services to Customer, on a non-exclusive basis, surrounding talent payroll and other talent-related issues attendant to the production of advertising. Such services may include assistance, advice and counsel, and proposed solutions for a variety of scenarios and situations (e.g. talent contract discussions, celebrity negotiations, and responses to Union inquiries, etc.) that are based on collective industry experience and knowledge. Extreme Reach is not qualified or licensed to provide legal counsel, nor is it qualified or licensed to provide professional financial advice, and does not represent to do either. All decisions are to be made by Customer and the corresponding responsibility remains with Customer, subject to Extreme Reach’s acting in accordance with its obligations hereunder.
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  2. Indemnification. In addition to the indemnification obligations set forth in Section 10 of the Terms:
  1. XR shall indemnify, defend and hold harmless Customer and its parent, subsidiaries and affiliated entities and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable outside attorneys' fees and costs of defense, incurred by Customer as a result of the gross negligence or willful misconduct of XR. XR’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.
  2. Customer shall indemnify and hold harmless XR and its parent, subsidiaries and affiliated entities and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, actions, demands, awards of damages, administrative complaints or charges, fines, penalties, taxes, assessments, amounts paid in settlement or other loss or expense, including reasonable outside attorneys' fees and costs of defense, incurred by XR as a result of: (i) XR's representation of Customer in any negotiation with Talent, or Talent's agent(s) or representatives, or (ii) any incorrect or untimely information provided by Customer or its agents to XR. Customer's indemnification obligations herein shall be limited to the extent any claim falls within XR's indemnification obligations to Customer. Customer’s indemnification obligation pursuant to this paragraph shall survive termination of this Addendum and/or the Order Form.

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