Inspirational Hall of Fame Quote

INSPIRATIONAL HALL OF FAME QUOTE AGREEMENT

This Agreement is entered into by and between:

RECITALS

WHEREAS, Client operates a Hall of Fame and exhibition program and requires a concise inspirational quotation for engraving, display, and related promotional uses within the Hall of Fame facility and its printed and electronic materials; and

WHEREAS, Provider is engaged in the creation, adaptation, or selection of literary quotations and represents that Provider has the authority to grant the rights and licenses set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider will deliver the inspirational Hall of Fame quotation and associated services described below. Provider shall perform the services in a professional manner consistent with industry standards and deliver the final text suitable for inscription and display.

Provider grants Client permission to make minor edits, abbreviations, or formatting changes that are reasonably necessary to accommodate physical inscription or display constraints, provided the substantive meaning of the quotation is not altered without Provider's prior written consent.

PAYMENT TERMS

Payments not received within the agreed payment period shall incur a late fee of or a fixed late charge of , at Client's election, plus any reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days following written notice of the breach.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information). Confidential Information excludes information that is or becomes publicly known through no breach of this Agreement, was independently developed without use of Confidential Information, or is rightfully received from a third party without restriction.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information upon the disclosing party's request. Breach of confidentiality shall entitle the disclosing party to injunctive relief in addition to any other remedies at law or in equity.

INTELLECTUAL PROPERTY & LICENSES

Provider represents and warrants that Provider owns or controls the rights in the quote and has the right to grant the licenses granted herein. Unless otherwise agreed in writing, Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, display, and reproduce the quotation for the Hall of Fame inscription, related exhibition materials, promotional materials, and archival purposes.

If the parties agree that Client shall own the quote, Provider shall execute a written assignment upon payment in full. Any moral rights that cannot be assigned under applicable law are waived to the extent permitted by law.

REPRESENTATIONS; INDEMNITY

Provider represents that the quotation does not infringe the rights of any third party and that Provider has full authority to grant the rights herein. Provider shall indemnify, defend, and hold harmless Client from and against any claims, liabilities, losses, or expenses arising from breach of this representation. Client shall indemnify Provider for claims arising from Client's misuse of the quotation beyond the rights granted in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

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