Performance Event Contact

Transcription

1 Performance Event Contact This Contract (the Contract or Agreement ) is made this 12th Day of December, by and between University of North Texas - Dallas (the Organization ) and Swift Kick (the Performer ), (collectively the Parties and individually the Party ). WHEREAS, the Parties agree as follows: 1. PERFORMANCE. In consideration of the mutual promises contained herein, the Parties hereby agree that Performer shall timely and completely perform the Services on the date(s) and time(s) and place(s) stated below, as follows: Place(s) of Performance: University of North Texas - Dallas Date(s): 04/20/18 Arrival date and time at location: 1 hr prior to start. Type of Performance: Training/Keynote 2. PAYMENT TERMS. a. This is a fixed-fee, all inclusive Contract. Payment for all Services under this Contract shall be in the fixed sum of $3750 payable in single payment which shall be due b. Payment for services will be made by the Organization check made payable to: Swift Kick 186 Norfolk #2F New York, NY sk@swiftkickhq.com Federal Tax ID#: GENERAL TERMS AND CONDITIONS: a. Independent Contractor. The Performer is an independent contractor and personally assumes all responsibility for federal income tax withholding, Social Security, state tax (if any), and Worker s Compensation insurance.

2 b. Intellectual Property. The Performer is responsible for obtaining the written consent of copyrighted material, included in the Performance(s); and is responsible for the costs and fees of such consents. The Performer warrants that the contents of the Performance does not violate the copyright, trade secret, trademark or other intellectual or proprietary rights of any third party or any applicable law, including export control law, obscenity laws or laws regarding consumer privacy. The Performer shall hold the Organization harmless from any loss and/or expense of defense of the foregoing warranties except for material for which the Organization is responsible for receiving permission. c. Indemnification by Performer. Performer shall hold harmless, defend or settle, at its own expense (including attorneys' fees and costs), any claim or action brought by a third party arising from (a) any breach or alleged breach of this Agreement; or (b) the conduct or alleged conduct of Performer, its Affiliates, Subsidiaries, officers, directors, employees, and agents; provided the Organization shall notify the Performer promptly in writing of any such claim or suit. d. Indemnification by Organization. Organization shall hold harmless, defend or settle, at its own expense (including attorneys' fees and costs), any claim or action brought by a third party arising from (a) any breach or alleged breach of this Agreement; or (b) the conduct or alleged conduct of the Organization, its Affiliates, Subsidiaries, officers, directors, employees, and agents (including, but not limited to the Organization publishing or broadcasting material on its web site which violates the rights of third parties); provided that the Performer shall notify Organization promptly in writing of any such claim or suit. e. Limitation of Liability. Except for the claims described above, neither party (including its Affiliates and Subsidiaries for such purpose) shall in any event be liable to the other (including its Affiliates and Subsidiaries for such purpose) or to any other Organization, company or entity for any incidental, consequential, or any other indirect loss or damage including lost labor or costs arising out of this Agreement or any obligation resulting therefrom or the use or performance of any products or services provided hereunder, whether in an action for or arising out of breach of contract, tort, or any other cause of action. No action or proceeding against a party may be commenced more than one (1) year after the cause of action accrues. IN NO EVENT SHALL PERFORMER S LIABILITY EXCEED THE AMOUNT PAID BY THE Organization UNDER THIS AGREEMENT.

3 f. Termination. Unless otherwise stated in this Contract to the contrary, if this contract is canceled by the Performer prior to the Performance date, Performer shall reimburse the Organization all funds paid by the Organization to Performer under the terms of this contract. If the contract is canceled by the Organization prior to the Performance, the Organization is committed to paying the Performer ½ (one-half) of the total contract amount plus any additional travel expenses incurred due to the cancellation. g. Force Majeure. In any event that the performance of any covenant(s) of this Contract shall be prevented by an act of God, physical disability, act or regulations of public authorities or labor unions, labor difficulties, strike, civil tumult, terrorism, war, epidemic, interruption of transportation, or any other reason proven to beyond their control, the Performer and the Organization shall work to come up with an alternative date and the Organization agrees to pay the Performer ½ (one-half) of the total contract amount which will be used towards the payment of a rescheduled date. Any travel expenses incurred by the Performer shall be reimbursed by the Organization.. h. Breach of Contract. Any deviation from the conditions set forth in this contract and any rider that may be attached, without prior written consent of both Parties, constitutes a breach of contract. If such a breach occurs, payment and performance will be held pending an equitable adjustment between the Performer and the Organization based on the termination guidelines as outlined in the (f. Termination) section. i. Default. A party will be considered in default of its obligations under this Contract if such Party should fail to observe, to comply with, or to perform any term, condition, or covenant contained in this Contract and such failure continues for ten (10) days after the non-defaulting Party gives the defaulting Party written notice thereof. In the event of default, the non-defaulting Party, upon written notice to the defaulting Party, may terminate this Contract as of the date specified in the notice, and may seek such other and further relief as may be provided by law. j. Notices. All notices required to be given under this Contract shall be deemed given when delivered by certified mail, return receipt, or on the next business day following delivery by facsimile if a facsimile telephone number is shown below, to the designated representatives of the Parties. A Party may change its designated representative or address at any time by written notice in the same manner as for any other notice. The initial representatives of the Parties are as follows:

4 Organization Contact: Name: Marcus Roberson Phone: Performer Contact: Name: Sabina Colleran Address: 82 Nassau St. #693 City, State, Zip: NYC, NY Telephone: Fax: k. Legal Authority. The Organization that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, bylaws, and/or applicable law to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract and to bind the Organization to its terms. The person(s) executing this Contract on behalf of the Organization that such person(s) have full authorization to execute this Contract. l. Binding effect. This Contract is binding upon the heirs, personal representatives, successors and permitted assigns of both Parties. m. Amendment. No amendment to this contract shall be valid unless it is made in writing signed by the authorized representatives of the Parties. n. Waiver. The waiver by either Party of a breach or violation of any provision of this Contract shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof. o. Severability. In the event that any provision of this Contract is held unenforceable for any reason, the remaining provisions of this Contract shall remain in full force and effect. p. Governing Law, Jurisdiction and Venue. This contract shall be interpreted and enforced under the laws of the state of New York. Any action arising under this Contract shall be filed and tried, if at all, in the courts of New York City, New York. q. Exhibits / Attachments. All exhibits/ attachments referenced in this Contract must be attached and initialed by the signatories. All such exhibits / attachments are hereby incorporated by reference as if fully set forth herein.

5 r. Entire Agreement. This Contract constitutes the entire agreement between the Parties, and supersedes any previous contracts, understandings, or agreements of the Parties, whether verbal or written, concerning the subject matter of this Contract. s. Additional Provisions. Any additional provisions to this Contract are set forth in and by exhibit/attachment, which if attached and initialed by the Parties, is/are hereby incorporated by reference. Swift Kick Tom Krieglstein Swift Kick Authorized Officer 12/12/17 Date Organization _ Printed Name Date Title

6 STANDARD ADDENDUM TO AGREEMENT Contracts with the University of North Texas System ( UNTS ) and the University of North Texas at Dallas ( UNTD ) are subject to the following terms and conditions, which are incorporated for all purposes into the Agreement to which they are attached. In the event of a conflict between the Agreement and this Addendum to Agreement, this Addendum shall govern. Any term or condition of the Agreement that is not superseded by a term or condition of this Addendum shall remain in full force and effect. Payment. In accordance with Chapter 2251 of the Texas Gov t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or completion of the services and (ii) delivery of an invoice to UNTD; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Vendor must be in good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas for payment to occur. Invoices and any required supporting documents must be presented to: University of North Texas Business Service Center, 1112 Dallas Dr. Ste. 4000, Denton, TX Eligibility to Receive Payment. Vendor certifies that under Section of the Texas Family Code and under Section of the Texas Gov t Code, it is not ineligible to receive the specified payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate. Tax Exempt. UNTD is exempt from the payment of taxes and will provide necessary documentation confirming its tax exempt status. Breach of Contract Claims Against UNTD. Chapter 2260 of the Texas Gov t Code establishes a dispute resolution process for contracts involving goods, services, and certain types of projects. To the extent that Chapter 2260, Texas Gov t Code, is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the parties to attempt to resolve any claim for breach of contract against UNTD that cannot be resolved in the ordinary course of business. Governing Law and Venue. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Texas. The Agreement is made and entered into, and is performable in whole or in part in Dallas County, Texas, and venue for any suit filed against UNTD shall be subject to the mandatory venue statute set forth in of the Texas Education Code. No Excess Obligations. In the event this Agreement spans multiple fiscal years, UNTD s continuing performance under this Agreement is contingent upon the appropriation of funds to fulfill the requirements of the contract by the Texas State Legislature. If the Legislature fails to appropriate or allot the necessary funds, or if such appropriation is reduced by the veto of the Governor or by any means provided in the appropriations act, UNTD shall issue written notice to Vendor that UNTD may terminate the Agreement without further duty or obligation. Travel Expenses. Reasonable travel, meals, and lodging expenses shall be charged in accordance with and shall not exceed State of Texas travel, meal, and lodging reimbursement guidelines applicable to employees of the State of Texas. Delivery. Delivery shall be FOB Destination. Insurance. UNTD, as an agency of the State of Texas, is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self-insurance by UNTD shall, without further requirement, satisfy all insurance obligations of UNTD under the Agreement. Public Information. UNTD shall release information to the extent required by the Texas Public Information Act and other applicable law. If requested, Vendor shall make public information available to UNTD in an electronic format. Required Posting of Contracts on Website. Vendor acknowledges and agrees that UNTD is required by Texas Gov t Code Section to post each contract it enters into for the purchase of goods or services from a private vendor on its internet website, including any terms and conditions otherwise marked confidential and/or proprietary. Israel Non-Boycott Verification. Pursuant to Texas Gov t Code section , Vendor hereby represents, verifies, and warrants that it does not boycott Israel and will not boycott Israel during the term of the Agreement. Limitations. UNTD is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on UNTD property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers, and limitations on legal rights, remedies, requirements, and processes; limitations of time in which to bring legal action; granting control of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on UNTD, except to the extent not prohibited by the Constitution and the laws of the State of Texas. Title: Date: Date: