Licensing Agreement

Agreement

between

Adib Fricke: The Word Company
— hereinafter: the author —

and

the Galerie für Zeitgenössische Kunst Leipzig,
represented by Dr. Klaus Werner,
— hereinafter: the user —

regarding

the use of an exhibit title for a limited time period— hereinafter:
– the work —

1. Subject Matter

On behalf of the user the author is to develop either a meaningless new word creation (protonym) or a "unit consisting of words" to be used as the title for the opening exhibit of the "Galerie für Zeitgenössische Kunst Leipzig". The exhibit will take place from the May 17th to June 26th, 1998 in the gallery’s new space in the Herfurthsche Villa.

The author grants the user a license permitting him to utilize the work for a limited period of time.

2. Proposals

According to his own discretion the author is to present the user with either a single proposal or a list with relevant proposals by December 2nd, 1997.

The receipt of any and all proposals is to be confirmed by the user on a copy of the respective proposal list.

3. Selection

The user and the author are to decide about the proposals by mutual agreement. If an appropriate exhibit title cannot be found among the proposed works, the user will present new proposals for further discussion and agreement within an appropriate period of time, the parameters of which will be determined if such a case arises.

The selection of a work as a title is only valid if it is confirmed in a written declaration signed by both parties.

4. Granting of Usufructuary Rights

(1) Through this licensing agreement the user is entitled to use the work as the title of the exhibit organized by him. The usufructuary rights which he receives for the mutually chosen work have no spatial limitation. The right to use the work commences with the mutually chosen selection determined by both parties according to the terms of §3. These rights end thirty days after the conclusion of the exhibit. For the purpose of internal documentation of the exhibit, however, the work may be used beyond this period of time.

(2) In particular, the usufructuary rights include the right
1. to reproduce the work in printed form, e.g. in the exhibit’s catalogue, on letterhead, business cards, envelopes, posters or invitations, on CD-ROMs or in another digital medium (internet),
2. to distribute the work through the media specified in point 1,
3. to exhibit or show the work for the duration of the exhibit,
4. to broadcast the work.

(3) Merchandising rights are not covered by this contract. The printing and public sale of objects with the licensed exhibit title or the offering of services with this title are only permitted in conjunction with a supplementary agreement. In such case the author receives ten percent of the gross retail price of the respective article/service independent of the details of the supplementary agreement.

The parties agree to allow Tilo Schulz to utilize the work free of charge for the period of his contribution to the exhibit, which will consist of the sale of t-shirts printed with the contributions of the artists participating in the exhibit.

(4) The user is not authorized to grant sublicenses. If it is clearly in the interest of the exhibit’s realization to grant sublicenses, the author cannot act contrary to the principles of good faith and refuse permission for such agreements. The parties regard all forms of printed materials for the purpose of public relations, exhibit catalogues, and internet presentations as legitimate grounds for the granting of a sublicense.

If the user receives monetary compensasion from a sublicensee for the granting of a sublicense, the author is to automatically receive 50% of this compensation.

As the licensee the user is to ensure that the sublicensees accept and fulfill the terms of this contract in their entirety.

(5) The user is not entitled to register the works covered by this contract either as trade marks or as a logo with the appropriate offices (the Federal Patent Office, the European Patent Office, etc.).

5. Form of the Work

The author is to make the work available to the user in a specific form for the purpose of reproduction. The work is set in a special typographical form and marked with c according to The Word Company’s design guidelines. The user is to receive the work in a mechanically readable form as a vectorized EPS file in addition to as a pixel-based PIC, BMP and GIF file.

The data files made available are intended for personal use. They may not (with the exception of a GIF file for the establishment of a web page) be reproduced or transmitted in digital form. They are to be reproduced solely within normal industry parameters and by the appropriate qualified professionals for the purpose of developing or establishing means of communication. At the end of the production, however, these files are to be deleted.

If the work is reproduced in type size larger than twelve typographic points, the user is bound to the exclusive use of the authorized form. If the user and the author agree on a color reproduction of the work, the author will determine the obligatory colors for the printing in Pantone colors, the four-color printing (European Scale) as well as for the monitor presentation according to the RGB values for the work itself in addition to possible background colors.

The graphic designers developing the means of communication for the exhibit on behalf of the user are to follow the author’s specifications. In the interest of the work, the title of the catalogue, posters and invitations are to be presented to the author for release prior to printing.

6. Use of a Protected Trade Mark

Furthermore, by acquiring the license the user is entitled to use the author’s registered trade mark The Word Company free of charge in connection with the reporting and public relations involved with the exhibit for the course of which the license is valid. A reference to the trade mark registration must then be included in the masthead of the accompanying publications.

7. Licensing Fee

The licensing fee is DM ••• plus the value added tax in effect at the time of payment (a reduced tax-rate for copyrighted services). The parties agree not to disclose the sum of the licensing payment.

8. Development of a Work by the User

If during the course of their collaboration the user does not directly utilize a proposal made by the author and instead develops a work on his own through this collaborative process, which is then to be used, the author is nevertheless to receive a single payment totaling 25% of the licensing fee agreed upon as compensation for his creative contribution.

9. Limitation of Guaranties and Liability

The author researches to the best of his abilities with the information sources available to him (i.e. internet, relevant specialist literature, current dictionaries as well as lexicons, his private archive) in order to determine the extent to which the proposed works appear as independent terms or in conjunction with other terms or to what extent they resemble similar sounding terms in normal speech. He conducts further research for selected protonyms at the Trade Mark Department of the German Patent Office in order to determine if these trade marks have been claimed by another party. This research is only possible to the extent which the Patent Office at the time in question has updated the trade mark registry information which it makes available to the public.

In spite of the great care taken, the author can nevertheless not guarantee that the work does not infringe upon the rights of a third party. In such a case the user frees the author from liability and potential claims for damages as well as from the costs incurred through efforts made to avert such claims. The author nonetheless pledges to offer a comparable work as a substitute work without additional costs under the same contractual conditions.

10. Terms of Payment

Payment of the licensing fee is due when the work is selected according to the terms of §3. In the case of a delay accrued interest at the rate of 4% will be charged. The invoice for services rendered will be issued on January 1st, 1998 at the earliest.

11. Obligations Regarding Contractual Penalties

If due to reasons, for which the user assumes responsibility, the user does not fulfill the duties outlined in §5 and does not reproduce the work solely in the authorized form, he must pay a contractual penalty amounting to 10% of the licensing fee.

12. Option Rights

The author pledges neither to sell nor to license the selected work to another collection or person during the first six months following the expiration of the license.

If the user acquires the work in material form for his own collection, he will receive the work at the usual retail gallery price less 50% of the licensing fee already paid.

13. Confidentiality and Nondisclosure

(1) All of the proposals developed in conjunction with the collaboration on this project will be given to the user under terms of the strict confidentiality. The user pledges not to make these proposals available either in oral or written form to an uninvolved third party without the express permission of the author, unless it is an employee or another party bound to nondisclosure.

(2) The author pledges to handle all information regarding the user’s activities and projects obtained through their collaboration with absolute confidentiality and not to make this information available to a third party, unless it is an employee or another party bound to nondisclosure.

(3) This confidentiality agreement is also valid for the time during and after the conclusion of the project’s realization to the extent to which the information in question was not made public through the realization of the project.

14. Supplementary Clause in Cases of Partial Invalidity

If a provision of this contract is deemed invalid, it is to be replaced by the statutory provisions which most closely fulfill the economic wishes of the parties involved.

Oral collateral clauses are invalid, unless confirmed in writing.

Unless otherwise stipulated in this contract the statutory provisions apply.

Published in ONTOM, exhibition catalogue, Galerie für Zeitgenössische Kunst, Leipzig 1998
© 1998 Adib Fricke.