HomeMy WebLinkAboutWaiver_of_Proprietary_Rights_-_J_Bodner
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WAIVER OF PROPRIETARY RIGHTS
1. Parties. This Waiver of Proprietary Rights (“Waiver”) made this __ day of
___________, 2023 (“Effective Date”) is by and between:
Jessica Kay Bodner, with a mailing address of 91 Runaway Lane, Livingston MT
59047 (“Artist”), and
City of Bozeman, with a mailing address of 121 N. Rouse Ave., Bozeman, MT
59771 (“City”).
The Artist and the City are each referred to herein as a “Party” and collectively as
the “Parties.”
2. Description of the Project. The Artist, through this Assignment, transfers and
assigns to the City of all the Artist’s interest in:
a. The following copyrighted Project (“Project”):
i. Copyright #1
Author Name: Jessica Kay Bodner
Title of Project: Confetti Cloud
Located at Bozeman Public Library
b. All the usual rights granted to the owner of a copyright under federal law,
including but not limited to the right to reproduce, publish, adapt, modify,
distribute, create derivative Projects on, display, publicize, and transmit
each Project;
c. The right to register, as well as applications for registrations of each
Project, with the U.S. Copyright Office, including any and all renewals
and extensions;
d. The income, royalties, and damages due to the Artist in regards to each
Project, including damages for past or future infringements and
misappropriations for each Project;
e. The right to sue for past, present, and future infringements and
misappropriations for each Project.
3. Waiver. Artist voluntarily waives all rights to attribution and integrity with
respect to the Project, as described in the Percent for Art General Contract and
corresponding exhibits, and any and all claims as may arise under the Visual
Artists Rights Act of 1990, 17 U.S.C. §§106A and 113(d) (”VARA”), or any
other local, state, foreign or international law that conveys the same or similar
rights (“moral rights laws” as defined by VARA), with respect to the Project, its
display, removal from display, exhibition, installation, conservation, storage,
study, alteration and any other activities conducted by the City, its officers,
employees, agents, contractors, licensees, successors or assigns. If the Project is
incorporated into a building such that the Project cannot be removed from the
building or structure, and alternation, distortion, destruction, or other modification
DocuSign Envelope ID: 452A542D-5AF3-4892-A14B-2693A66F16AE
December
19th
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(collectively, “modification”) of the Project occurs, Artist waives any and all such
claims under any moral rights laws arising out of or against any current or future
owners of the City, and its agents, officers and employees, for modification of the
Project.
4. Artist’s Right to Accreditation and Promotion. Artist retains the right to
reproduce, publish, or display the Project in Artist’s portfolios, websites, galleries,
design periodicals, or any other media or exhibit for the purpose of recognition of
creative excellence or professional advancement, and to be credited with
Authorship of the Project.
5. Right to Modify. The City has the absolute right and retrains the sole discretion
to distort, mutilate, or other modification including, but not limited to, change,
destroy, remove, relocate, move, replace, transport, repair or restore the Project, in
whole or in part. The City is not required to provide the Artist with any notice of
modification, however, the City will endeavor to notify Artist before undertaking
modifications and repairs, pursuant to the Percent for Art General Contract.
Should decommissioning be necessary, the Artist shall have a right of first offer to
negotiate with the City to reclaims physical possession of the Project.
6. Third Party Claims. The City has no obligation to pursue claims against third
parties for modifications or damage to the Project done without the City’s
Authorization. However, the City may pursue claims against third parties for
modifications or damage or to restore the Project if the Project was modified
without the City’s Authorization. In the event that the City pursues such a claim,
it shall notify the Artist, and Artist shall cooperate with the City’s efforts to
prosecute such claims.
7. Authorship. If the City modifies the Project without the Artist’s consent in a
manner that is prejudicial to Artist’s reputation, Artist retains the right to disclaim
Authorship of the Project in accordance with 17 U.S.C. § 106A(a)(2) and as set
forth in section 3 of this Waiver.
8. Notice. As required under the U.S. Copyright Act, the City must provide notice to
the Artist if it wishes to remove the Project from a part of the building and the
removal can occur without destruction or modification of the Project. Artist is
required to keep the City informed of its updated mailing address.
9. Integration and Modification. This document contains the entire agreement
between the parties and no statements, promises or inducements made by either
party or agents of either party not contained in this written Agreement may be
considered valid or binding. This Agreement may not be modified except by
written agreement signed by both parties.
10. Dispute Resolution
a. Any claim, controversy, or dispute between the parties, their agents,
employees, or representatives shall be resolved first by negotiation
between senior-level personnel from each party duly Authorized to
DocuSign Envelope ID: 452A542D-5AF3-4892-A14B-2693A66F16AE
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execute settlement agreements. Upon mutual agreement of the parties, the
parties may invite an independent, disinterested mediator to assist in the
negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from
the date the dispute was first raised, then such dispute may only be
resolved in a court of competent jurisdiction in compliance with the
Applicable Law provisions of this Agreement.
11. No Third Party Beneficiary. The terms and provisions of this Assignment are
intended solely for the benefit of each Party and their respective successors and
assigns. It is not the Parties’ intent to confer third party beneficiary rights upon
any other person or entity.
12. Choice of Law. This Assignment shall be governed and construed in accordance
with the laws of the State of Montana without regard to conflict of law provisions.
The Parties agree to submit to the personal and exclusive jurisdiction of the courts
located within Gallatin County, Montana.
13. Non-Waiver. A waiver by either Party of any default or breach by the other
Party of any terms or conditions of this Assignment does not limit the other
Party’s right to enforce such term or conditions or to pursue any available legal or
equitable rights in the event of any subsequent default or breach.
14. Severability. If any portion of this Assignment is held to be void or
unenforceable, the balance of the Assignment shall continue in effect.
15. Counterparts. This Assignment may be executed in counterparts, which together
constitute one instrument.
16. Assignment and Delegation. Artist may not subcontract or assign rights to any
other individual or corporation not listed in this Assignment.
17. Execution. The Artist and the City each represent and warrant to the other that
each person executing this Agreement on behalf of each party is duly Authorized
to execute and deliver this Agreement on behalf of that party.
18. Consent to Electronic Signatures. The Parties have consented to execute this
Agreement electronically in conformance with the Montana Uniform Electronic
Transactions Act, Title 30, Chapter 18, Part 1, MCA.
Artist’s Signature: _________________________ Date: ________________
DocuSign Envelope ID: 452A542D-5AF3-4892-A14B-2693A66F16AE
12/26/2023
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Print Name: _________________________
_______________________ Date: _____________
Jeff Mihelich, City Manager
City of Bozeman
Approved as to form:
_______________________ Date: _____________
Greg Sullivan, City Attorney
City of Bozeman
DocuSign Envelope ID: 452A542D-5AF3-4892-A14B-2693A66F16AE
jessica bodner
12/28/2023
1/2/2024