Part II

We've been discussing various legal rules and how these rules can shape how we conduct ourselves and what types of things we can be liable for. For this part of this assignment, I'd like you to assume that each party came to you for legal advice prior to signing this contract. For each party, I'd like to you come up with five recommendations you would make to the contract. Whether it means more detail in some areas by changing some terms, or perhaps adding some terms and/or some conditions that would better protect your party's interests.

AGREEMENT

This AGREEMENT (hereinafter "Agreement") is made effective this 23rd day of November, 2010 by and between Nite Club located at 2 Orchard Street, New York, New York 10755 and DJ, INC. (hereinafter "Artist").

WHEREAS Nite Club is a nightclub located at 2 Orchard Street, New York, New York 10755 and desires the services of a disc jockey (hereinafter "Artist") to perform on a series of dates detailed herein;

WHEREAS Artist is a DJ who desires to promote his services to the public and to perform at Nite Club on a series of dates detailed herein.

In consideration of the respective covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

REPRESENTATIONS OF ARTIST

Artist represents, warranties and covenants as follows:

1. Artist is a DJ whose performance is generally described as the manipulation and

playback of musical recordings on his specific laptop.

2. Each performance shall begin promptly at 10:00 P.M. and shall end at 11:30PM.

4. The Artist is not responsible for any torts committed at Nite Club.

REPRESENTATIONS OF NITE CLUB

Nite Club represents, warranties and covenants as follows:

5. Nite Club will provide DJ booth or stage, lighting, sound and power for the Performance.

6. Nite Club will fulfill all of Artists reasonable requests in regards to beverage needs of Artist and guest list privileges at performances.

8. Nite Club will provide one security personnel for the artist.

9. Nite Club will take all reasonable measures to ensure that no unauthorized person enters the DJ booth at any time during Artist's performance.

10. Nite Club is not responsible for any torts that may result.

11. In the event artist fails to perform as specified in the contract, Nite Club may reduce artist's fees by 50%.

COMPENSATION OF TALENT

17. Nite Club shall pay Artist the following amounts:

A. Artist shall receive a five-thousand dollar ($5,000.00) for the performance.

18. Artist shall be paid in cash, check or money order.

19. Nite Club shall pay Artist upon completion of performance.

TERMINATION/CANCELLATION

20. This Agreement may be terminated, or any performance contemplated by this Agreement may be cancelled, at any time by mutual agreement of the parties. Such termination must be in writing and executed by both parties.

21. This Agreement shall be deemed terminated upon the death, illness or incapacity

of Artist.

22. In the event Artist is indicted on felony charges, Nite Club shall, at its sole discretion, have the right to terminate this Agreement at which time the Nite Club will have no further obligations to Artist.

23. This Agreement may not be assigned, in whole or in part, by either party without prior express written approval of the other party to this Agreement. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns.

24. This Agreement and conduct pursuant thereto shall be governed in all respects by the laws of the State of New York without reference to its principals of conflicts of laws. Any disputes between the parties which relate to this Agreement shall be resolved through binding arbitration in New York County, New York, in accordance with the rules of the American Arbitration Association.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AGREED TO AND ACCEPTED:

Nite Club LLC

_______________________________

By: J.J. Jacobs, Managing Member

In presence of:

STATE OF NEW YORK, COUNTY OF ______________ ss.:

On _____________, before me personally came, J.J. Jacobs, to me known, and known to me to be the individual described in, and who executed the foregoing Agreement, and duly acknowledged that he executed the same.

___________________________ NOTARY PUBLIC

Ian Chadkin INC.

_______________________________

By: Ian Chadkin

In presence of:

STATE OF NEW YORK, COUNTY OF ______________ ss.:

On _____________, before me personally came, Ian Chadkin, to me known, and known to me to be the individual described in, and who executed the foregoing Agreement, and duly acknowledged that he executed the same.

___________________________ NOTARY PUBLIC