Arts Council Agreement

ARTS COUNCIL AGREEMENT

This Arts Council Agreement ("Agreement") is made as of by and between Arts Council: with principal address and Grantee (Artist/Organization): with principal address .

RECITALS

WHEREAS, the Arts Council administers grants, commissions, and public art programs intended to support artistic creation, public engagement, and cultural presentation; and

WHEREAS, the Grantee is an artist or arts organization engaged to provide artistic services, produce work, or present programming described in this Agreement; and

WHEREAS, the Arts Council desires to engage the Grantee on the terms set forth below, and the Grantee accepts such engagement subject to the terms and conditions of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Work" means any artistic deliverable, performance, exhibition, physical artwork, documentation, or creative material prepared, produced or delivered by the Grantee under this Agreement. "Deliverables" means the specific items and milestones set forth in Section 2 and any attached schedule.

2. ENGAGEMENT; SCOPE OF SERVICES

The Arts Council hereby engages the Grantee, and the Grantee accepts such engagement, to perform the services and produce the Work described in the Scope of Services. The Grantee shall perform in a professional manner consistent with industry standards, within the agreed schedule, and in compliance with all applicable laws.

3. TERM

The term of this Agreement shall commence on and end on unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

The Arts Council shall pay the Grantee a total fee not to exceed for performance of the Work, subject to the payment schedule below and submission of invoices and deliverables satisfactory to the Arts Council.

5. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, the Grantee retains all copyright and moral rights in the Work created under this Agreement. The Grantee hereby grants to the Arts Council a non-exclusive, worldwide, royalty-free license to reproduce, distribute, publicly display, and use the Work for promotional, archival, educational, and government-related purposes related to the Arts Council's programs and operations. This license includes the right to create digital reproductions, thumbnails, and documentation of the Work.

If the parties agree that the Work is to be considered a "work made for hire," such agreement must be expressly stated in a written addendum signed by authorized representatives of both parties; absent such writing, the Grantee's copyright ownership shall be presumed.

6. CREDIT AND PUBLICITY

The Arts Council shall provide credit to the Grantee in connection with public presentation or publication of the Work in substantially the following form: "Work by [Grantee Name]" where feasible. The Grantee grants the Arts Council the right to use the Grantee's name and biographical information solely for credit and promotional purposes related to the Work. Any other use of the Grantee's name or likeness requires prior written consent.

7. INSURANCE; INDEMNITY

During the term of this Agreement and for a period of thirty (30) days after final delivery, the Grantee shall maintain general liability insurance, and if applicable, workers' compensation and automobile liability insurance, with minimum limits of unless mutually agreed otherwise in writing. Upon request, the Grantee shall provide certificates of insurance naming the Arts Council as an additional insured to the extent permitted by the insurer.

The Grantee shall indemnify, defend and hold harmless the Arts Council and its officers, agents and employees from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Grantee's negligent acts, omissions, willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights in connection with the Work.

8. COMPLIANCE WITH LAWS; ACCESSIBILITY

The Grantee shall comply with all federal, state and local laws, ordinances, rules and regulations applicable to the performance of the Work, including but not limited to labor, safety, nondiscrimination, permitting, and accessibility obligations. The Grantee shall obtain any necessary permits or licenses and shall be responsible for associated costs unless otherwise agreed in writing.

9. RECORDS; AUDIT

The Grantee shall maintain complete and accurate records related to performance under this Agreement, including receipts and invoices for reimbursable expenses. The Arts Council shall have the right to inspect and audit such records upon reasonable notice during regular business hours for a period of three (3) years following final payment.

10. CONFIDENTIALITY

Each party shall keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes publicly known without breach of this Agreement or that is independently developed by the receiving party.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after receipt of written notice specifying the breach. The Arts Council may terminate this Agreement without cause upon days' prior written notice to the Grantee. Upon termination, the Arts Council shall pay the Grantee for Work satisfactorily performed through the termination date, subject to set-off for any damages or unpaid obligations.

12. WARRANTIES; REPRESENTATIONS

The Grantee represents and warrants that (a) the Work will be original to the Grantee and will not infringe the intellectual property rights of any third party; (b) the Grantee has full power and authority to enter into this Agreement; and (c) the performance of the Work shall conform to the standards and descriptions set forth in this Agreement.

13. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations under Section 7, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, even if advised of the possibility of such damages.

14. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder must be in writing and addressed to the parties at the addresses set forth below or to such other address that a party may specify in writing.

15. AMENDMENTS; WAIVER

No amendment, modification or supplement to this Agreement shall be binding unless executed in writing by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Arts Council is domiciled, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

17. ENTIRE AGREEMENT

This Agreement, together with any schedules, addenda and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties consent to the use of electronic signatures and agree that electronically signed copies shall be binding and admissible in any legal proceeding.

ADDITIONAL PROVISIONS

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