Loading...
HomeMy WebLinkAbout389800 NORTH STAR DESTINATION STRATEGIES LLC - CONTRACT - CONTRACT - INDEPENDENT CONTRACTOR AGREEMENTINDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into thday of November 2007, by and between North Star Destination Strategies, LLC, a limited liability company, (the "Independent Contractor") and the City of Fort Collins, Colorado, a municipal corporation (the "Commissioning Party"). WHEREAS the Independent Contractor has been retained by and for the benefit of the Commissioning Party to create a brand identity for the Commissioning Party by conducting research and analysis, developing a community brand, creating logos, artwork, graphic designs, illustrations, printed matters or other items which may be protected through copyright, author, or other proprietary rights; and WHEREAS the Independent Contractor agrees and acknowledges that all rights, title and interest whatsoever (including trademark, copyright, and all reproduction rights for any purpose and in any media) in all of the work the Independent Contractor has done from May 8, 2006 does hereafter for the Commissioning Party shall be owned exclusively by the Commissioning Party, except for stock imagery used in sample advertising layouts; and WHEREAS the parties acknowledge that the Independent Contractor has not undertaken a trademark search of its work and makes no warranties regarding that status. NOW, THEREFORE, in order to establish the parties' intentions with respect to ownership, the parties state that all rights to the creations of the Independent Contractor for the Commissioning Party shall be considered to be in the nature of a work made for hire under the United States Copyright laws, and shall be owned solely by the Commissioning Party, and are hereby assigned to the Commissioning Party, This Agreement evidences the parties' intentions effective as of the creation of each such artwork, including, but not limited to those works specified below. The Independent Contractor hereby irrevocably assigns to the Commissioning Party all copyright, trademark, and other proprietary rights and all goodwill associated with such items as of such date. The Independent Contractor hereby waives all visual artist and moral rights to: 1. The Fort Collins Brandprint Report. 2. The branding concept, including graphic and text campaign concepts. 3. The graphics designs for the logo and logo concepts. 4. All other works created by the Independent Contractor for the Commissioning Party as part of a Professional Services Agreement between the parties dated May 16, 2006. 5. Any commercial utilization by the Commissioning Party of the works specified in paragraphs 1 - 4 above, including, but not limited to reproduction of the work(s), print use, video use, computer use, incorporation with other works, preparation of derivative works, publication in periodicals, etc. The Independent Contractor further agrees that he shall not, at any time hereafter, dispute or contest nor aid or assist others in disputing or contesting, either directly or indirectly, the Page 1 of 3 exclusive right, title and interest of the Commissioning Party in the above -identified works or the validity of any copyrights, trademarks, or other proprietary rights therein claimed by it. The parties agree that the Independent Contractor may use the above identified work for hire in its portfolio as representative of the type of work it did for the Commissioning Party at no cost and for a term of ten (10) years from the date of this Agreement. 'The Independent Contractor will include language in its marketing efforts that the copyright, trademark, and other proprietary rights and all goodwill are controlled by the Commissioning Party. This Agreement shall be construed and enforced in accordance with the laws and jurisdiction of the State of Colorado and all parties submit to jurisdiction and venue in Colorado. Failure to exercise any rights contained in this Agreement shall not be construed as a waiver of such rights and Commissioning Party makes no warranties with respect to any rights granted or other information provided. In the event any provision of this Agreement is held unenforceable, void, or invalid by a court or arbitration panel, such provision shall be modified only to the extent necessary to make it enforceable, and as so modified, this Agreement shall remain in full force and effect. Other than injunctive relief by the Commissioning Party which it may, but need not, choose to pursue in a court, the parties agree to submit any dispute arising hereunder or in any way arising from their relationship or any use of Commissioning Party's rights to binding arbitration pursuant to the rules of the American Arbitration Association or such other rules as may be decided by a majority of the arbitrators, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In the event of any dispute between the parties, the prevailing party may be entitled to recover its attorney's fees and costs as well as any other recovery to which it is entitled. Each party hereby submits to such arbitration in Colorado. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, assigns, and successors in interest. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. Page 2 of 3 INDEPENDENT CONTRACTOR: By 71 1 -S101� Steve S. Chandler, President (Date) UNITED STATES OF AMEI;ICA STATE OF COUNTY OF 4-1 SUBSCRIBED AND SWORN by Steve S. Chandler before me in the County of of xln , ti."f`(p���ui�d States of America b �t, uS l (i�lE'this Y y day of WITNESS Fn 'and �cPf a> ofPeal. cNNESSEE NOTARY c Notary Public t PUBLIC My Commission Expires: COMMISSIONING P City of Fort Collins, Cq By: Darin Atteberry, City w in UNITED S 1 TL'S•©F•Q STATE OF C COUNTY OF LARIMER 1l-aa-!27 (Date) APPROVED A8 TO By: City Attorney SUBSCRIBED AND SWORN by Darin Atteberry as City Manager of the City of Fort Collins, Colorado, and Wanda K rajgcek as City Clerk of the City of Fort Collins, Colorado, before me in the County of Larimer, State of Colorado, United States of America, this �4 day of 2007, WITNESS my hand and official seal. Notary Public My Commission Expires: q" l Z-Zak Page 3 of 3