DESIGN COMPETITION AGREEMENT
This DESIGN COMPETITION AGREEMENT (this “Agreement”), dated effective on March 11, 2019 (the “Effective Date”), is entered into between the party whose name and address appear at the bottom of this Agreement (“Designer”), and Pack Up + Go LLC, a Pennsylvania limited liability company, with an address of 808 Penn Avenue, Floor 6, Pittsburgh, PA 15222 (“PU+G”), with Designer and PU+G each referred to individually herein as a “Party” and collectively referred to herein as the “Parties.”
Designer provides graphic design and other artistic services;
PU+G is in the business of providing destination travel packages to individuals in the United States (the “Service”);
PU+G desires to engage talented and interested individuals in a competition to design a postcard to be utilized by PU+G when providing the Service to its customers (the “Competition”);
PU+G desires to provide a PU+G gift certificate in the amount of $1,000.00, (the “Award”) to the Designer(s) whose design is chosen by PU+G as the winning design in the Competition, as set forth in this Agreement; and
Designer, under the terms and conditions provided in this Agreement, desires to enter into the Competition, submit its design to PU+G for review, and compete for the Award.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Incorporation of Recitals. The recitals to this Agreement are incorporated herein by reference, and made a part of this Agreement.
Terms of Competition.
Designer will design a postcard that can be utilized by PU+G to provide to its customers who utilize the Service (the “Postcard”).
The required dimensions of the Postcard are as follows: 4" x 6"
The Competition will be open for submissions by Designer beginning on March 11, 2019, and ending at midnight, Eastern Standard Time on March 25th, 2019 (“Submission Deadline”), and will be advertised by PU+G across its social media platforms, through email, and in any other manner determined by PU+G, in its sole and absolute discretion.
Postcards must be submitted to PU+G through the submission link via the PU+G blog hosted on Squarespace by the Submission Deadline. Any Postcard received by PU+G after the Submission Deadline is not required to be accepted for inclusion in the Competition.
The Competition is open to any individual who agrees to be bound by the terms and conditions of this Agreement by completing the signature page of this Agreement. Failure of a Designer to fully and accurately complete the signature page of this Agreement will void the submission of the Postcard.
Designer is not required to make any purchase from PU+G nor any Affiliate to submit a Postcard and participate in the Competition.
Pursuant to the terms of the license described in Section 4.1, Designer is permitted to utilize PU+G Intellectual Property (as defined herein) in the Postcard design, under the terms and conditions of this Agreement.
Pursuant to the agreement to transfer ownership of the Intellectual Property to PU+G contained in Section 4.2, upon completion of the signature page of this Agreement, and the submission of the Postcard to PU+G pursuant to the terms of this Agreement, Designer agrees that all of Designer’s rights in and to the use of the Postcard (and the designs and marks included therein) are assigned to PU+G, for its own sole and exclusive use. Notwithstanding the foregoing, Designer may utilize the Postcard in Designer’s portfolio, but may not otherwise utilize the Postcard, nor any portion of the design of the Postcard, in any manner whatsoever.
No work which is or could reasonably be the subject of trademark or copyright claims by third parties can be included in the Postcard.
The name “Pack Up + Go” must be included in the Postcard’s design in some manner.
The Postcard cannot include pictures or representations of international landmarks.
A single Designer may make multiple Postcard submissions for the Competition, and all submissions will be governed by the terms of this Agreement.
PU+G, in its sole and exclusive discretion, will chose one or more winning designs for the Postcard, and PU+G reserves the right to determine the number of winning Postcards. PU+G will provide the Designer with notification of the name and Postcard of the winning Designer(s).
The name of the winning Designer(s) and each Designer’s winning Postcard will be displayed by PU+G on its website and across its social media platforms for a minimum of thirty (30) days.
Designer agrees that PU+G may use Designer’s likeness and image on its website and across its social media platforms, for the purpose of marketing the Postcard.
The Designer of each winning Postcard will be awarded the Award, which can only be used by the Designer to purchase a PU+G vacation. The Award is nontransferable, has no cash value, and if unused by Designer the Award will expire on the 12-month anniversary of the date of the Award.
Designer agrees that if Designer’s Postcard is chosen as the winning design, then Designer shall make all reasonable edits requested by PU+G to the Postcard, and all such changes to the Postcard design shall also become the sole and exclusive property of PU+G.
By its submission of a Postcard for inclusion in the Competition, Designer agrees to be bound by the terms and conditions of this Agreement, and any modifications thereto.
Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in this Section 3.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity, or otherwise.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities of more than fifty-one percent (51%) of a person, by contract or otherwise.
“Claim” means an Action brought against a Person entitled to indemnification in accordance with Section 6 of this Agreement.
“PU+G Intellectual Property” means any Intellectual Property owned by or licensed to PU+G, including, but not limited to, the Intellectual Property set forth on Exhibit A attached hereto.
“PU+G Materials” means proprietary information, documents, samples, products, and other materials of PU+G.
“Deliverables” means all documents, work product, concepts, ideas, designs, and other materials that are developed for or delivered to PU+G hereunder by or on behalf of Designer in connection with the Competition or in the course of designing the Postcard, including, but not limited to the Postcard, whether finished or unfinished or used or unused by PU+G.
“Intellectual Property” means any and all trade secrets, Trademarks, copyrights, patents, and any other intangible property in which any Person holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of the United States, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, or other requirement or rule of law of any governmental authority.
“Losses” means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers.
“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority, or any other entity.
“Personnel” of a Party means any agents, employees, or subcontractors engaged or appointed by the Party.
“Representatives” means a Party’s Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.
“Trademarks” means all rights in and to United States trademarks, service marks, trade dress, trade names, brand names, logos, taglines, corporate names, and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill associated with any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
Intellectual Property Rights; Ownership.
License to Certain PU+G Intellectual Property.
Subject to and in accordance with the terms and conditions of this Agreement, PU+G grants Designer a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, license, to use, solely in connection with the creation of the Postcard for the Competition: (i) PU+G’s Trademarks/PU+G Intellectual Property set forth on Exhibit A attached hereto; (ii) PU+G’s website addresses, websites, and URL’s set forth on Exhibit A attached hereto; and (iii) any Trademarks and other Intellectual Property created by the Designer on PU+G’s behalf as part of the Postcard.
PU+G grants no other right or license to any PU+G Intellectual Property to Designer by implication, estoppel, or otherwise. Designer acknowledges that PU+G owns all right, title, and interest in, to and under all PU+G Intellectual Property and that Designer shall not acquire any proprietary rights therein. Any use by Designer or any Representative of Designer of any of PU+G’s Trademarks and all goodwill associated therewith shall inure to the benefit of PU+G.
Ownership of and License to Deliverables.
PU+G is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property therein. Designer agrees, and will cause Designer Personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for PU+G. To the extent that any of the Deliverables do not constitute a “work made for hire,” Designer hereby irrevocably assigns, and shall cause the Designer Personnel to irrevocably assign to PU+G, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property therein. The Designer shall cause the Designer Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Designer Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to the Deliverables.
Upon the request of PU+G, Designer shall, and shall cause the Designer Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist PU+G to prosecute, register, perfect, or record its rights in or to any Deliverables and all Intellectual Property therein.
Representations, Warranties and Certain Covenants.
Designer Representations, Warranties, and Covenants. Designer represents, warrants, and covenants to PU+G that:
it shall comply with, and ensure that all Designer Personnel comply with, all specifications, rules, regulations, and policies of PU+G that are communicated to Designer in writing;
PU+G will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;
none of the Deliverables, or PU+G’s use thereof infringe or will infringe any Intellectual Property of any third party arising under the Laws of the United States or any foreign country, and, as of the date hereof, there are no pending or, to Designer’s knowledge, threatened claims, litigation, or other proceedings pending against Designer by any third party based on an alleged violation of such Intellectual Property, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (i) any PU+G Materials or any instruction, information, designs, specifications, or other materials provided by PU+G to Designer, (ii) use of the Deliverables in combination with any unintended materials or equipment or materials or equipment not supplied or specified by Designer, if the infringement would have been avoided by the use of the Deliverables not so combined, and (iii) any modifications or changes made to the Deliverables by or on behalf of any Person other than Designer; and
no Deliverables provided in electronic form by Designer to PU+G contain or will contain any (i) trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access or to disable, erase, or otherwise harm any computer, systems or software, or (ii) any time bomb, drop dead device or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensee or owner of a copy of the program or the right and title in and to the program.
PU+G Representations, Warranties, and Covenants. PU+G represents, warrants, and covenants to Designer that:
this Agreement contains all of the applicable rules relating to the Competition; and
it has and shall maintain throughout the Term, all rights, licenses, and consents required in connection with the Competition, including any such right or licenses required to lawfully use, and to authorize Designer to use, any PU+G Intellectual Property or PU+G Materials provided to Designer for use in connection with the Competition.
NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 5, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 OF THIS AGREEMENT.
PU+G Indemnification Obligations. PU+G shall defend, indemnify, and hold harmless Designer, and its officers, directors, employees, agents, Affiliates, successors, and permitted assigns (collectively, “Designer Indemnified Party”), from and against any and all Losses arising out of or resulting from any third-party Claim or direct Claim alleging:
material breach by PU+G or its Personnel of any representation, warranty, covenant, or other obligations set forth in this Agreement;
gross negligence or more culpable act or omission of PU+G or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and
that any PU+G Materials or PU+G Intellectual Property or Designer’s receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party arising under the Laws of the United States.
Designer Indemnification Obligations. Designer shall defend, indemnify, and hold harmless PU+G, and its officers, directors, employees, agents, Affiliates, successors, and permitted assigns (collectively, “PU+G Indemnified Party”), from and against any and all Losses, arising out or resulting from any third-party Claim or direct Claim alleging:
material breach by Designer or its Personnel of any obligations set forth in this Agreement;
gross negligence or more culpable act or omission of Designer Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
that any of the Deliverables or PU+G’s receipt or use thereof infringes any Intellectual Property of a third party.
Exceptions and Limitations on Indemnification.
Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from the other Party’s:
willful, reckless or negligent acts or omissions; or
bad faith failure to comply with any of its obligations set forth in this Agreement.
Notwithstanding anything to the contrary in this Agreement, PU+G shall have no obligations to indemnify or defend Designer or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:
any Deliverables or any instruction, information, designs, specifications, or other materials provided by Designer in writing to PU+G;
Designer’s use of any PU+G Materials or PU+G Intellectual Property in combination with any materials or equipment not supplied to Designer or specified by PU+G in writing, if the infringement would have been avoided by the use of the PU+G Materials or PU+G Intellectual Property not so combined; or
any modifications or changes made to the PU+G Materials or PU+G Intellectual Property by or on behalf of any Person other than PU+G or PU+G Personnel.
Notwithstanding anything to the contrary in this Agreement, Designer shall have no obligations to indemnify or defend PU+G or any of its Representatives against any Losses arising out of or resulting, in whole or in part, from infringement claims relating to:
any PU+G Materials or any instruction, information, designs, specifications, or other materials provided by PU+G in writing to Designer;
PU+G’s use of the Deliverables in combination with any materials or equipment not supplied to PU+G or specified by Designer in writing, if the infringement would have been avoided by the use of the Deliverables or Intellectual Property of Designer not so combined; or
any modifications or changes made to the Deliverables by or on behalf of any Person other than Designer or Designer Personnel.
Indemnification Procedures. A Party seeking indemnification under this Section 6 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.
EXCLUSIVE REMEDY. THIS SECTION 6 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 6.
Confidentiality. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 7 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 7 caused by any of its Representatives. At any time, at the Disclosing Party’s written request, the Receiving Party and its Representatives shall promptly return all Confidential Information and copies thereof that it has received under this Agreement.
Further Assurances. Upon a Party’s reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.
Entire Agreement. This Agreement, including the related schedules attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section 8.3.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Amendment and Modification. Except as otherwise specifically provided for in this Agreement, no amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized Representative of each Party.
Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized Representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the Parties.
Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.
Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 7 and Section 8.15 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Designer of any such obligations, PU+G shall, in addition to any and all other rights and remedies that may be available to PU+G at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Designer agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 8.8.
Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
No Third-Party Beneficiaries.
Subject to Section 8.10(b), this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
The Parties hereby designate the PU+G Indemnified Parties and Designer Indemnified Parties as third-party beneficiaries of Section 6 of this Agreement having the right to enforce Section 6.
Choice of Law. This Agreement, including all documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the Laws of the Commonwealth of Pennsylvania, United States of America without giving effect to any conflict of laws provisions thereof.
Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Western District of Pennsylvania, or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in United States District Court for the Western District of Pennsylvania, or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly, or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.
Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Designer is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
Public Announcements. Except as specifically provided for in this Agreement, neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the other Party or its business unless: (a) it has received the express written consent of the other Party; or (b) it is required to do so by Law.
Taxes. Designer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on the Award. Designer shall be responsible for any taxes imposed on, or with respect to, Designer’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
PU+G’S TRADEMARKS AND INTELLECTUAL PROPERTY: