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Collaboration Agreement
Name of Collaboration_________________________ Effective Date of Agreement_________________
Description of Collaboration (including location(s) and time(s))
Collaborators
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Larry Alan Iversen |
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Steward__________________
This document constitutes an agreement (the "Agreement") between the named collaborators listed above (the "Collaborators") and the person, if any, identified above as the steward (the "Steward") to collaborate on the work described above (the "Collaboration") and sets forth the subsequent ownership rights of any resulting property. In consideration of the mutual promises set forth in this Agreement, the Collaborators agree as follows:
The Collaboration will be one or more sessions of creative intent during which the Collaborators acting in their respective capacities shall interact with the intent of producing a durable final product (the "Property"). As used in this Agreement, Property includes without limitation photographic images, transparencies, negatives, prints, digital images, paintings, sculptures, graphic designs, audio or video recordings, textual works or other works or reproductions thereof, and any other works arising out of the sessions, in any form in any media now known or hereinafter created, and all derivative works based on any of the foregoing. Ownership rights to the Property itself, physical copies of the Property, and the intellectual property rights therein are set forth in this Agreement. Furthermore, while the Collaboration is intended to produce Property, this Agreement in no way obligates the parties to successfully arrive at said result. This Agreement simply establishes the Collaborators’ respective rights to any Property in the event it is produced.
Mutual Benefit
All parties agree that they will receive value from the Collaboration and from their respective rights to the Property as set forth in this Agreement, and that such value is satisfactory consideration for their contribution to the Collaboration (including but not limited to the Collaborators’ share of reasonable costs of the Collaboration, the Collaborators’ time, and/or raw materials). Each Collaborator may elect at a future date to release his or her interest in the Property in part or in whole in exchange for such consideration as deemed mutually reasonable at that time by all Collaborators who have not previously released their rights, by signing the release and assignment attached hereto as Exhibit A, the Collaborator Register (the "Register").
Protection from Misuse
Any publication, reproduction, distribution, display, or creation of derivative works of the Property ("Use") must be by consensus of all Collaborators who have not released their rights to the Property (Collaborators who have to date retained their interests in the Property are referred to as "Collaborators of Record"). No Collaborator may Use the Property without the prior written consent of all other Collaborators of Record at the time permission is sought; however, any Collaborator of Record may gain personal access to the Property by requesting access from the Steward.
Any permission to Use will be authorized by the signatures of all Collaborators of Record in a form substantially identical to that of Exhibit B.
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Checking this box and initialing below indicates that the Collaborators agree in advance to allow Private Use without prior written consent. "Private Use" is display by a party who has rightful possession of the Property or a copy of the Property where the display is solely for private use under circumstances in which the Collaborator retains reasonable control over access to the Property. Public display or broadcast are specifically not within Private Use.
Initials:
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Attribution
All Use shall include attribution of all Collaborators by name as they appear in this Agreement. A Collaborator may request an alternate designation including omission, but any such alternate designation requires the consent of all the Collaborators of Record. Whether such change is permanent or on a Use-by-Use basis shall be reflected in the Register. Collaborator roles need not be specified in any attribution.
Physical Original
Any original physical object(s) resulting from the Collaboration (e.g., a photographic negative or a first generation master recording) shall be designated the "Original(s)" and held in the possession of the Steward. The Steward warrants that he or she will make every reasonable effort to safeguard and preserve the Original(s) consistent with accepted archival preservation practices. Furthermore, the Steward will upon reasonable demand and in keeping with such safeguarding and preservation efforts make the Original(s) available to any Collaborator of Record for personal access or any Use that is approved pursuant to the provisions of this Agreement.
Reproductions
This Agreement entitles all Collaborators to receive facsimiles ("Reproductions") of the Property, if the costs of such Reproductions are reasonable within the context of the Collaboration. Use of Reproductions is considered Use of the Property, and is therefore restricted as set forth herein.
It is the responsibility of the Steward to furnish Reproductions, if reasonable to produce, to all Collaborators in a timely fashion following the completion of the Collaboration.
Costs and Profits
The Collaborators will share equally any reasonable costs incurred during the Collaboration or the creation and distribution of Reproductions. Costs resulting from subsequent Use are the responsibility of the Collaborator using the Property or Reproduction unless specifically stipulated otherwise in the permission to Use. Any profits resulting from Use are to be distributed upon receipt evenly among those Collaborators of Record that exist at the time of Use, unless specifically stipulated otherwise in the Permission to Use.
Federal and International Copyright
Subject to the restrictions on use set forth above, Collaborator Larry Iversen may register copyright in the Property in the name of Larry Alan Iversen with the U.S. Copyright Office.
Miscellaneous Provisions
NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES FOR DAMAGE TO REPUTATION, LOSS OF INCOME OR PROFITS, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION WILL NOT APPLY TO A PARTY’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF.
LARRY IVERSEN MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SPECIFICALLY DISCLAIMS THE SAME.
This Agreement is entered into solely between, and may be enforced only by, the Collaborators, and this Agreement will not create or be construed to create any rights in third parties, including affiliates, partners, employees, or licensees of a party, or to create any obligations or liability of a party to any such third parties.
No delay or failure by either party to exercise any right under this Agreement and no partial exercise of any right under this Agreement will constitute a waiver of that right or any other right. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by the waiving party.
Nothing in this Agreement shall create an employer-employee relationship between the parties or otherwise affect their relationship as independent contractors.
This Agreement shall be governed and construed according to the laws of the State of Oregon. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorney fees and court costs.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and communications, whether written or oral, with respect to the subject matter contained in this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement, intending to be legally bound, effective as of the effective date first set forth above.
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Larry Alan Iversen |
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IF A COLLABORATOR EXECUTING THE ABOVE AGREEMENT IS UNDER THE AGE OF 18, THE FOLLOWING MUST BE EXECUTED BY THE COLLABORATOR’S PARENT OR LEGAL GUARDIAN:
I certify that I am the parent or legal guardian of Collaborator who executed the foregoing Agreement. Acting both for the Collaborator and for myself, I consent to the execution of the foregoing Agreement by the Collaborator and to the grant of rights and the release of liability therein. In addition, and without limiting the foregoing, I hereby personally release and discharge Iversen from any and all liability, claims, damages, expenses, and demands I may have, whether in contract or in tort or otherwise, arising out of or in connection with the publication or other use of the Property as permitted in this Agreement.
PARENT OR LEGAL GUARDIAN
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