1. Artist represents and warrants
i. Artist has full power and
authority to enter into this Agreement and perform all of its obligations
ii. The execution, delivery and
performance of this Agreement will not violate the provisions of any agreement
to which it is a party or by which it is bound;
iii. the Artwork is wholly
original with Artist and will not infringe or violate the trademark, trade
name, copyright, right of privacy or publiKC Fringe, property rights or any
other right of any third party
iv. No third party
has any interest in Abandoned Artwork described in Section E.
Grant of License.
Artist hereby grants to KC Fringe a revocable, non-exclusive, non-transferable,
royalty-free license to do the following:
1. Exhibit the Artwork to the
public in the Gallery;
2. Photograph the Artwork;
3. Reproduce the Artwork in KC
Fringe publications or marketing materials;
4. Sub-license reproductions of the
Artwork for the purposes of distribution through media outlets including, but
not limited to newspapers, periodicals, and broadcast news provided, however,
that any such sublicensed reproduction must be credited “courtesy of [Artist’s
5. Allow the public to photograph
the Artwork unless otherwise notified by Artist at least three weeks before the
exhibition of the Artwork at the Gallery begins.
Term and Termination
1. The term of this Agreement
begins on the date this Agreement is agreed to by Artist and ends fifteen
(15)days after the end of the exhibition of the Artwork at the Gallery,
indemnification survives the agreement for a period of 60 months.
2. KC Fringe may terminate this
Agreement at any time and for any reason.
3. Either party may terminate this
Agreement upon ninety (90) days written notice to the other Party.
Limitation of Liability, and Waiver
1. Artist agrees to indemnify,
defend, and hold harmless the KC Fringe and/or all of its respective employees,
agents, elected officials, successors, and assigns (the “Indemnified Parties”)
from and against all losses, claims, damages, costs, causes of action, or
liability of every kind and character including reasonable attorney’s fees and
costs (together, “Claims”) arising out or of in any way connected with this
Agreement including, without limitation, (i) the exhibition or sale of the
artwork, (ii) Artist’s breach of any representation, warranty, covenant, or
obligation contained in this Agreement, and (iii) any claim of ownership or interest
in Abandoned Artwork.
2. Except as expressly provided in
Section B(3) of this Agreement, Artist, on behalf of Artist, Artist’s heirs,
successors, and assigns, hereby waives, releases and relinquishes all Claims
that Artist may have against the Indemnified Parties arising from or related to
Artist’s performance of this Agreement. Artist voluntarily assumes all risks of
any and all injuries, harm or loss of life that may result from performance of
this Agreement. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL
THE INDEMNIFIED PARTIES BE LIABLE TO ARTIST FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.
H. Relationship of the Parties. The relationship between KC
Fringe and Artist is not one of employer and employee, principal and agent,
joint venture, or partnership. Artist acknowledges and agrees that Artist is
responsible for paying all taxes related to the any money payable to Artist
hereunder and that KC Fringe will not withhold any money for payments which
Artist is required to make pursuant to any applicable law, governmental
regulation, rule or order.
any provision of this Agreement is illegal or unenforceable, that provision is
severed from this Agreement and the other provisions remain in force.
Governing Law and
Venue. This Agreement is to be governed by and construed in accordance with
the laws of the State of Missouri, without regard to choice of law rules. The
Parties consent to the exclusive jurisdiction and venue of the federal and
state courts located in Jackson County, Missouri, waive any objection thereto,
and agree that any dispute arising under or related to this Agreement shall be
This agreement may only be modified or amended by a signed, written agreement
between the Parties. Waiver of any
provision of this Agreement shall not constitute a waiver of the right to later
enforce that provision or any other provision of this Agreement.
Entire Agreement. This Agreement states the full agreement between the parties and
supersedes all prior negotiations and agreements with respect to the subject
matter of this Agreement.