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HomeMy WebLinkAbout2015-537-E VB - Stemper Services dba Alicia Stemper Photography for OC Residents profile project DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B NORTH CAROLINA IMAGE AND MEDIA LICENSE AGREEMENT ORANGE COUNTY This Image and Media License Agreement("Agreement"), made and entered into this _1 st_day of_September , 2015, by and between Orange County North Carolina, a political subdivision of the State of North Carolina ("Licensee") and Stemper Services Inc., dba Alicia Stemper Photography_ , ("Licensor"). Scope of work: The parties agree that Licensor will identify appropriate individuals, couples, or groups (referred hereafter as "subject" or "subjects") to be profiled as part of a project featuring the people that live in Orange County. Licensor will contact the subject or subjects and make arrangements to interview and photograph them. Licensor will choose and edit the images and write a short essay (a minimum of approximately 50 words) that supports, illustrates, or enhances the accompanying photographic images. Each profile will feature approximately 1-6 images of the subject or the images will be related to the subject's location, occupation, hobbies, family, residence, etc. Duration of Services and Compensation: Contract commences on September 1, 2015 and ends on June 30, 2016. Licensor agrees to produce four such essays per month for $800/month and not exceed Eight Thousand Dollars ($8000.00). Licensor will submit an invoice to the Chapel Hill/Orange County Visitors Bureau upon completion of essays for each given month. The Licensee will make payment within 30 days of receipt of invoice. LIST OF IMAGES AND SCHEDULE Licensor agrees to be responsive to suggestions from the Licensee, or designee. Licensor will attempt to honor requests that a specific subject be profiled by the conclusion of the first full month after the request is made. Policies: If, for any reason, Licensor cannot fulfill these contractual obligations due to extenuating circumstances (for example, illness or other unforeseen emergencies) any delay in the delivery of profiles will be communicated to the Licensor in writing immediately with an expected adjusted delivery date. If Photographer does not deliver four profiles in any given month, she will have one month to make up the missing number of profiles in addition to delivering the contracted amount for that month. If Photographer is unable to meet this requirement, a review of the contract will be triggered. RECITALS WHEREAS, Licensor is the legal owner (or licensee with a right to sublicense) of (i) certain photographs, other images, videos, written media, or digital media of any kind or nature, as such materials are either attached hereto as Exhibit A or described in more detail on Exhibit A if an Exhibit A is attached or (ii) all photographs, stories, other images, videos, media, or digital media of any kind or nature provided by Licensor to Licensee from time to time unless such materials are specifically described or identified in another image and media license agreement executed by the parties (collectively, the materials provided under (i) or (ii) above shall collectively be referred to as the"Works"); DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B WHEREAS, Licensee desires to use the Works in connection with the sale, distribution, advertising, or promotion of products furnished, provided, marketed, or sold by Licensee; WHEREAS, Licensee encourages Licensor to provide Works that do not contain any trademarks, trade names, services marks or logos owned by Licensor or its licensors (the "Non- Branded Works"); and WHEREAS, while Licensee encourages Licensor to provided Non-Branded Works some of the Works provided by Licensor may contain various trademarks, trade names, services marks or logos owned by Licensor or its licensors ("Licensor Trademarks") as such Licensor Trademarks may be included in the images of Licensor-branded products (the "Branded Works"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS OF AGREEMENT 1. License Grants A. Non-Branded Works. Licensor hereby grants to Licensee a non-exclusive, world- wide, perpetual, irrevocable license to: (i) use, reproduce, and display, and create derivative works based on the Non-Branded Works in any manner and in any media currently existing and any and all media yet to be created; (ii) digitally, crop, resize, or add layer of text to the Non- Branded Works and use, reproduce, and display the resulting materials in any manner and in any media currently existing and any and all new media. The Licensee will seek the Licensor's permission to reconfigure Non-Branded Works in a fashion not mentioned above for use in special projects ; and (iii) sub-license others to do the same. B. Branded Works. Licensor hereby grants to Licensee a non-exclusive, world-wide, revocable license to: (i) use, reproduce, and display the Branded Works in any manner and in any media currently existing and any and all media yet to be created provided such Branded Works are used only in connection with sale, distribution, advertising, or promotion of products or services provided by Licensor (the "Purpose"); and (ii) digitally crop, resize, or add layer of text to the Branded Works and use, reproduce, and display the resulting materials in any manner and in any media currently existing and any and all media yet to be created provided such uses are for the Purpose. The Licensee will seek the Licensor's permission to reconfigure Branded Works in a fashion not mentioned above for use in special projects. Licensor may terminate the license granted in this Section 1(B) upon one-hundred and twenty (120) days prior written notice to Licensee. Upon such termination by Licensor, Licensee will use reasonable efforts to withdraw, remove or replace the Branded Works, but in no case shall Licensee be required to recall, destroy, edit, correct, or replace any printed materials containing the Branded Works that were created in accordance with this Agreement prior to the effective date of such termination. 2. Ownership A. Licensor hereby acknowledges that nothing in this Agreement is meant or shall be deemed to give Licensor any rights in any trademarks, trade names, services marks, or copyrights, including but not limited to all graphics and designs, owned by Licensee or its licensors ("Licensee Property") even if such Licensee Property is incorporated into the Works. DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B All Licensee Property is proprietary to Licensee and its licensors and shall remain the sole and exclusive property of Licensee and/or its licensors. B. Licensee hereby acknowledges that nothing in this Agreement is meant or shall be deemed to give Licensee any rights in any Licensor Trademarks even if such Licensor Trademarks are incorporated into the Works (except for the right to display the Branded Works in accordance with this Agreement). The Works and all Licensor Trademarks are proprietary to Licensor and its licensors and shall remain the sole and exclusive property of Licensor and/or its licensors. 3. Representation and Warranty. Licensor represents and warrants that the Works do not infringe, misappropriate, or violate the copyright, trademark, patent, trade secret, or other proprietary right (collectively, "Intellectual Property Rights") of any third party. 4. Infringement Indemnity. Licensor shall defend, indemnify, and hold harmless Licensee and its operating departments, affiliates, and subsidiaries, including the officials, officers, employees, and agents of each (collectively, the "Licensee Entities"), from and against any and all suits, proceedings, claims, losses, and damages (including reasonable attorneys' fees) related to any claim by a third party alleging that the Licensee Entities' use of the Works or any portion thereof constitutes an infringement of any Intellectual Property Rights of any kind of such third party. 5. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL THE LICENSEE ENTITIES BE LIABLE FOR ANY DAMAGE CAUSED BY THE USE OR MISUSE BY ANY THIRD PARTY OF THE WORKS, OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE LICENSEE ENTITIES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF THE WORKS OR ANY PORTION THEREOF, EVEN IF LICENSEE OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSEE'S TOTAL LIABILITY TO LICENSOR FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100). 6. Rights of Use of the Works. A. Licensee may distribute and reproduce images and media at Licensee's discretion in cooperation with editorial organizations, advertising, marketing, and public relation initiatives, including but not limited to collateral materials, programs and services, banners, advertisements, online marketing; on walls, posters and editorial - both news and feature stories. B. Bylines (credit) may be provided when such bylines are feasible. Licensee does not guarantee any or all images or media of any kind will carry a byline. DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B C. As a governmental entity Licensee produces various items for limited commercial purposes. Licensor specifically authorizes Licensee to use the Works for these limited commercial purposes in the discretion of the Licensee. Use of the Works for commercial purposes by any non-governmental affiliate of Licensee for any purpose other than to benefit the Licensee must be authorized in writing by Licensor. 7. Miscellaneous Terms. A. Governing Law and Forum. This Agreement will be governed in all respects by the laws of the State of North'Carolina. Any disputes arising from this Agreement or its enforceability shall be brought in the general court of justice seated in Orange County, North Carolina. B. Severability. If any of the provisions contained in the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable. C. Waiver. No action of Licensor or Licensee, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor or Licensee in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor or Licensee of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy by Licensor on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion. D. Entire Agreement. This Agreement contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other communication sent by Licensor or Licensee, the terms of this Agreement shall govern. IN WITNESS WHEREOF, the parties hereto, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORy. LICEN�S.EE by. 5DO OV�,I�tf �auvtw�t V S t162-al 074 e,B454... W 5E477... Alicia stemper president Bonnie Hammersleycounty Manager Printed Name and Title Printed Name and Title DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B 7 oi�tju nt has been approved as to form and legal sufficiency. b�t,la 5MMT. NbUffs, County Attorney T rdnt has been approved as to technical content. altiYit, NUU-W Laurie ao ice I; Department Director This instrument has been pre-audited in the manner required by the Local Government Budget a GWnGentrol Act. Paul Laughton, Finance Director DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B STEMP-1 OP ID:MA CERTIFICATE OF LIABILITY INSURANCE DATE 09124/2 01 5 Y) � 09124!2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER NAME: Martin Hall Lee-Moore Insurance Agency Inc PHONE - FAX P.O.Box 667 _tAlcNo.ExtJ 919-932 9960 1(AIC No);919-933 0155_ West End,NC 27376 E MAIL Alex Malolo ADDRESS:leemoore.martin @gmaii.Com INSURERS/AFFORDING COVERAGE NAIC N INSURER A:AUTO-OWNERS INS.COMPANY 18988 --------------- ----- INSURED Stemper Services Inc INSURER B: Alicia Stemper - ---- 8107 KIT LIN INSURERC: CHAPEL HILL, NC 27516 INSURER D: INSURER E; INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- INSR ----------OF INS­- ----AD-0 SUB-,---__—.— _-------- -- -----POLICY EFF POLICY EXP ----------.-._ .I..__-- LTR TYPE OF INSURANCE D POLICY NUMBER MMIDDIYYYY MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 E ENTED R CLAIMS-MADE OCCUR 35318782 0410712015 04/07/2016 D Mai PREMISES(Ea occurrence) $ 50,00 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 1,000,000 F-1 POLICY[ jE� LOC PRODUCTS-COMPIOPAGG S 1,000,000 —---- - -_ OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ __.. (Eaaccidenl)--_ _.-.. ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED _ AUTOS AUTOS + BODILY INJURY(Per accident) $ _-- NON-OWNED PROPERTY DAMAGE - - HIREDAUTOS AUTOS (Per-accdentl S $ UMBRELLA LIAR I OCCUR EACH OCCURRENCE $ EXCESS LIAR i CLAIMS-MADE I AGGREGATE DEC) RETENTION$ I $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN j._._ STATUTE _ - __ ER -- ANY PROPRIETOR/PARTNERIEXECUTIVE E,L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? F NIA ----- -- --- (Mandatory in NH) EL.DISEASE-EA EMPLOYEE S S,describe - `�----------- -------- --- -- - DESCRIPTION OF OPERATIONS below El.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schodulo,may bo attached if more space is required) photography CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ty ACCORDANCE WITH THE POLICY PROVISIONS. 200 S Cameron St Hillsborough,INC 27278 AUTHORIZED REPRESENTATIVs������/�� ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD