|
8.2 Either party may terminate this Agreement, effective upon notice to the other party (the
<br />"Defaulting Party"), if the Defaulting Party materially breaches this Agreement and such breach
<br />is incapable of cure or, if capable of cure, the Defaulting Party does not cure such breach within
<br />15 days after receipt of notice of such breach. Client also may terminate this Agreement at any
<br />time without cause and without liability except for required payment for services rendered and
<br />materials provided or procured up to the termination date, by providing at least 30 days' prior
<br />notice to Artist. Should Client terminate this Agreement with or without cause, all work
<br />completed prior to the termination date shall remain in the possession and ownership of Artist;
<br />provided, however, that if terminated for cause, then Client shall be entitled to a refund of any
<br />amount(s) of the Design & Construction Fee already paid.
<br />8.3 Upon expiration or termination of this Agreement for any reason, (a) Client will pay all fees
<br />and expenses incurred in accordance with this Agreement as of the date of expiration or
<br />termination that are not a part of any good-faith dispute, and (b) Artist will promptly (i) deliver to
<br />Client all completed and in-progress Artwork; (ii) return to Client all Client-owned property,
<br />equipment or materials in its possession or control; (iii) remove any Artist-owned property,
<br />equipment or materials located at Client's locations; and (iv) deliver to Client all design plans,
<br />sketches, fabrications, or other materials that Artist may have created or purchased in
<br />performance of this Agreement up to the point of termination.
<br />8.4 The following Articles and Sections will survive any expiration or termination of this
<br />Agreement, together with all rights and obligations that, by their nature, should survive: Article 6;
<br />Article 7; Article 8; Section 9.3; Article 11; and Article 12.
<br />9. INSURANCE AND INDEMNIFICATION.
<br />9.1 INSURANCE. Artist will maintain in full force and effect throughout this Agreement the
<br />following insurance coverages: (i) Professional liability insurance covering any damages caused
<br />by an error, omission or any negligent acts of Artist, or its sub-contractors, agents, officers, or
<br />employees in connection with their performance under this Agreement in the amount of at least
<br />$1,000,000 per occurrence and $2,000,000 in the aggregate; and (ii) prior to coming onsite any
<br />Client properties, Commercial General Liability insurance (including products and completed
<br />operations and advertising liability coverage) and Auto Liability insurance, each in the amount of
<br />at least $1,000,000 per occurrence and $2,000,000 in the aggregate.
<br />9.2 ARTIST INDEMNIFICATION. Artist agrees to defend Client and affiliates, and all of their
<br />respective directors, officers, employees, contractors and agents (each, a “Client Indemnified
<br />Party”) from and against every claim, demand, suit or proceeding brought by a third party (a
<br />“Client Claim”) but only to the extent arising out of Artist’s acts or omissions including any Client
<br />Claim that the Artwork infringes, violates or misappropriates the intellectual property or other
<br />rights of any third party; provided, however, that the foregoing indemnification obligations do not
<br />apply to any Client Claims caused by Client’s gross negligence or willful misconduct. Artist will
<br />indemnify and hold harmless each Indemnified Party from all liabilities, losses, damages,
<br />judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees
<br />and costs of defense) incurred by or awarded against each Client Indemnified Party as a result
<br />of such a Client Claim.
<br />9.3 CLIENT INDEMNIFICATION. Client agrees to defend Artist, each of its affiliates, and all of
<br />its respective directors, officers, employees, contractors and agents (each, an “Artist
<br />ARTWORK COMMISSIONING AGREEMENT page 5
<br />Docusign Envelope ID: 1E0CB645-5270-47AA-87EB-8D8E57759177Docusign Envelope ID: 04C40C7C-1D5C-40F8-AB54-E2C7D9B79ACC
|