Legal Gallery Project Agreement

LEGAL GALLERY PROJECT AGREEMENT

This Legal Gallery Project Agreement ("Agreement") is entered into as of between Gallery Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Gallery operates an exhibition space and desires to engage Contractor to perform services relating to the planning, preparation and presentation of the Project identified as (the "Project");

WHEREAS, Contractor represents that Contractor has the experience, personnel and resources necessary to perform the services described in this Agreement and will perform the Work in a professional manner consistent with industry standards;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Project, the deliverables and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means all services, labor and activities described in Section 2 and in the Scope of Work. "Deliverables" means tangible or digital items to be delivered to Gallery as described in Section 2. "Project Materials" means all materials, designs, drawings, documentation and other items created, used or provided in connection with the Project.

2. SCOPE OF WORK AND DELIVERABLES

Contractor shall perform the Work in accordance with the Schedule and shall deliver the Deliverables to Gallery in accordance with the terms of this Agreement. Contractor will provide qualified personnel, equipment and supervision to perform the Work.

3. SCHEDULE AND MILESTONES

3.1 Commencement Date: . Target Substantial Completion Date: .

Time is of the essence with respect to the Schedule. Contractor shall notify Gallery promptly of any event likely to cause a delay and shall propose a revised schedule for Gallery's approval, such approval not to be unreasonably withheld.

4. COMPENSATION AND PAYMENT

4.1 Fee. Gallery shall pay Contractor a total fee of (the "Fee"), subject to adjustments as provided in this Agreement.

4.2 Invoices. Contractor shall submit invoices in accordance with the Payment Schedule. Gallery shall pay undisputed amounts within the number of days specified in the Payment Schedule. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. EXPENSES

Expenses are reimbursable only if pre-approved in writing by Gallery. Reimbursable expenses shall be billed with substantiating receipts and shall be subject to Gallery's reasonable review.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, all moral rights and copyright in original Project Materials created specifically for Gallery under this Agreement shall be assigned to Gallery and Contractor hereby irrevocably transfers all right, title and interest in such Project Materials to Gallery, subject to any licenses set forth below.

6.2 License Back. If any portion of the Project Materials is retained by Contractor, Contractor grants Gallery a perpetual, worldwide, royalty-free, transferable license to use, reproduce, modify and display the Project Materials for Gallery's promotional and archival purposes.

7. CONFIDENTIALITY

7.1 Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information except to those employees and consultants who have a need to know and who are bound by confidentiality obligations. "Confidential Information" does not include information that is or becomes publicly available other than by breach of this Agreement.

7.2 Confidentiality Obligations shall survive termination of this Agreement for a period of .

8. WARRANTIES

Contractor represents and warrants that: (a) Contractor has the full right, power and authority to enter into and perform this Agreement; (b) the Deliverables will be original and will not infringe the intellectual property rights of any third party; and (c) the Work will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Gallery and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Contractor's breach of any representation, warranty or obligation under this Agreement; or (b) any claim that the Deliverables infringe or misappropriate any third-party intellectual property rights, except to the extent such claim arises from materials provided in writing by Gallery.

10. INSURANCE

Contractor shall maintain commercial general liability insurance and, where applicable, worker's compensation and employer's liability insurance with limits not less than and shall provide certificates evidencing such coverage upon reasonable request.

11. TERMINATION

Either party may terminate this Agreement upon days' prior written notice to the other party. In the event of termination, Gallery shall pay Contractor for Work performed to the effective date of termination in accordance with the Payment Schedule, less any setoffs for Contractor's breach.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered by hand, by reputable overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a party may designate by notice to the other party.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any other breach or of such provision.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

16. MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement, that they are duly authorized to enter into this Agreement, and that this Agreement is binding upon and inures to the benefit of their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other, except that Gallery may assign this Agreement in connection with a sale of substantially all of its assets or business to which this Agreement relates.

Sign Now