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This Loan and License Agreement (“Agreement”) is made by and between the City of Malibu, a municipal corporation, 23825 Stuart Ranch Road, Malibu, CA, 90265 (hereinafter referred to as the “City”) and artist, or authorized representative of artist, The City and the Lender are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
A. The City wishes to launch a public exhibition in the Michael Landon Center located at Malibu Bluffs Park. (the “Exhibition”) consisting of photographed art pieces, paintings, and digital analog and other art deemed appropriate by the City (the “Art Work”) B. The Exhibition installation will start in July 2021. The public can view the Exhibition between June 1, 2021 and August 13, 2021. C. The Lender wishes to participate in the Exhibition by submitting the Art Work to the City for the purposes of displaying the Art Work at the Exhibition. NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the City and Lender mutually agree as follows:
(A) The Lender warrants that the Lender is the sole and exclusive original artist of the Art Work and retains all rights associated with ownership, including the authority to license the use of the Art Work, or the Lender warrants that the Lender has obtained all rights, authorizations, and permissions from the original artist to lend the Art Work to the City for public exhibition and to enter into this Agreement. If the Lender is not the original artist of the Art Work, the Lender shall provide sufficient proof of authorization from the original artist to the City prior to the City’s acceptance of the Art Work. In the event that it is legally determined that the Lender is not the copyright owner of the Art Work, the Lender shall indemnify and hold harmless the City as set forth in the Agreement. (B) City warrants that it is duly authorized to enter into this Agreement and perform its obligations hereunder.
The Lender retains all rights, including copyright and other intellectual property rights, to the Art Work. The Lender retains the right to reproduce, modify, print, enter into other non-exclusive licenses, or sell the Art Work or copyrights in the Art Work. The City expressly acknowledges that it has no rights to the Art Work, except those rights agreed to in this Agreement.
The Exhibition may take place 8:00 AM to Sunset, which involves a public viewing of artwork during the park operating hours when the Michael Landon Center is not being occupied by a City program. The Exhibition will be launched on the City’s website, the Arts Commission’s website and for public viewing (the “Location”). The City reserves the exclusive right to amend, shorten, extend, or terminate the Exhibition at any time and in its sole discretion.
Lender grants the City a non-exclusive and royalty-free license as follows: (A) To reproduce, publish, use, broadcast, publicly display the Art Work in its entirety or in any portion, individually or in a collective work or other compilation in any form, including but not limited to, the exercise of such rights through internet or intranet sites, computer on-line services, and all other media and distribution mechanisms now known or later developed, for use solely in conjunction with any City purpose. (B) To reproduce, print, copy, broadcast, and distribute the Art Work for marketing and promotional purposes by any method that the City, in its discretion, deems appropriate, including both electronic and physical reproduction and distribution (without geographical limitation) and also gives permission for the City to display the Art Work on the City’s website. (C) To use Lender’s name, voice, photograph, biographical information, and likeness in connection with the Agreement provided that any such uses are in connection with the City’s purposes. (D) Lender hereby acknowledges the rights of integrity and attribution conferred by Section 106A (a), paragraphs (2) and (3) of Title 17 of the U.S. Code, the California Art Preservation Act (Civil Code §987) and any other rights of the same nature granted by federal, state or international laws, and of his/her own free will hereby waives such rights with respect to the City’s usage or use of the Art Work consistent with the Agreement and the right to receive notice of City’s intent to take any such action.
(A) Lender expressly acknowledges that Lender will have no choice, say, control, direction, input, or otherwise into the location of the Art Work. Lender expressly acknowledges that the City shall retain sole and complete discretion and control over the location of the Art Work. Lender recognizes that Lender’s Art Work may be located on the City’s website, Arts Commission’s website and for public viewing at the Michael Landon Center. (B) Should Lender object to, or disapprove of, the location of the Art Work, Lender may demand the removal of the Art Work at the Michael Landon Center or virtual removal as set forth in this Agreement.
(A) Lender expressly acknowledges that the Art Work will be located at the Michael Landon Center. (B) Lender expressly acknowledges that because the Art Work will be on a public platform. Lender is free to submit an image that includes a watermark or other security device to prevent against unauthorized use, including, but not limited to, copyright infringement. However, Lender acknowledges and agrees that the City will not provide any security measures to protect against the unauthorized use of the Art Work. Lender bears the sole responsibility for the protection and enforcement of any copyright or intellectual property related to the Art Work.
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