Durag Festival ® is the owner and organizer of Durag Fest (the "Event"), a festival themed around black culture and the headpiece known as the Durag. The Event will take place at Camp North End, 1824 Statesville Avenue, Charlotte, NC 28206 on Saturday, June 19, 2021.
IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:
Services, Term and Commitments
1.1 Services. The Musician agrees that they will provide entertainment services in the form of a twelve (12) minute musical performance during the Event. In providing such services, the Musician shall comply with all Organization policies, procedures, rules and regulations, both written and oral, as are announced by the Organization from time to time.
1.2 Compensation. The Musician shall perform entertainment services in exchange for an agreed rate listed below. Compensation will be paid twenty-one (21) business days after the commencement of the Event.
1.3 Term. This Agreement shall begin on the date of signing and will end twenty-one (21) business days after the commencement of the Event. The Musician has agreed to commit to all events, activities and sessions outlined in section 1.4 of this Agreement.
1.4 Events and Activities. The date(s) and description(s) below define the event(s) to be committed to by the Musician.
1.5 Morals. If at any time, in the opinion of the Organization, the Musician is involved in any situation or occurrence which subjects the Musician to discordance with the quality image and prestige of the Durag Festival ® brand, public scandal, disrepute, widespread contempt, public ridicule, [or which is widely deemed by members of the general public, to embarrass, offend, insult or denigrate individuals or groups,] or that will tend to shock, insult or offend the community or public morals or decency or prejudice the Organization in general, then Organization shall have the right, in its sole discretion, to take any action it deems appropriate, including but not limited to terminating this Agreement, in addition to any other rights and remedies that the Organization may have hereunder or at law or in equity.
1.6 Method of Payment. The Musician has outlined below which method of payment is best to receive funds for any artwork sold at Durag Fest. Please only check a maximum of two options listed below. The Musicians can expect payment no later than twenty-one (21) business days after Durag Fest has commenced.
1.7 Termination. The Organization reserves the right to terminate this agreement at any time with written notification to the Musician. The Organization is required to provide documentation and evidence of default upon termination in instances where termination by default occurs.
Photography and Videography
2.1 Scope of Photography. The Musician is subject to be photographed by a photographer appointed by the Organization. The types of photography will be [Candids; Editorial; Commercial; Documentary; Creative] (“Photographs”).
2.2 Scope of Videography. The Musician is subject to be recorded by a videographer appointed by the Organization. The types of videography will be [Candids; Editorial; Commercial; Documentary; Creative] (“Videos”).
2.3 Scope of Release. The Musician hereby consents to and authorizes the use of the Photographs and/or Videos by the Organization and the Organization's authorized representatives, licensees, successors, and assigns for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration. The Musician agrees the Photographs and/or Videos may be used without further compensation for an unlimited time and that this Agreement is irrevocable.
2.4 Copyright. The Musician agrees that the Photographs and/or Videos, the copyright in the Photographs and/or Videos and all other rights in the Photographs and/or Videos or copies or reproductions thereof are the sole property of the Organization and that the Organization may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever.
2.5 Release of Organization from Liability. The Musician releases the Organization and all other persons entitled under this Agreement to use the Photographs and/or Videos from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the Photographs and/or Videos their making and use, the Musician or the Musician's property including without limitation any liability for alteration of the Photographs and/or Videos and/or Videos, whether intentional or otherwise, that may occur during the making or subsequent use of the Photographs and/or Videos. The Musician acknowledges reading the entire Agreement prior to signing and the Musician is familiar with the contents.
2.6 Representations. The Musician is a legally competent adult, 18 years of age or older, and has the right to legally enter into this Agreement.
2.7 Permissions. Organization at times will use the relationship of this Agreement and the public image of the Musician to promote its brand and the Event. The Musician grants the Organization permission to promote publicly accessible content or content regarding the Musician not publicly accessible with the consent of the Musician for commercial and creative purposes at the Organization’s discretion.
3.1 Non-Disclosure. As part of the consideration for entering the Relationship, the Musician agrees at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Organization, or to disclose to any person, firm or corporation without written authorization from the Organization, any Proprietary Information or Third Party Information.
3.2 Non-employment. The Musician understands they are under no terms considered an employee of the Organization. Furthermore, the Organization acknowledges the Musician is not an employee and may provide services at free will. The Musician will receive no employee benefits including disability, pay, workmans comp, or severance pay.
3.3 No Waiver. Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.
3.4 No Rights. The Musician understands that nothing in this Agreement is intended to grant any rights to them under any patent, trademark, copyright or other intellectual property right of the Organization, nor will this Agreement grant them any rights in or to the Proprietary Information, except as expressly set forth in this Agreement.
3.5 Liability. The Musician agrees to indemnify and hold the Organization harmless against any damages related to the Musician’s activity. Additionally, the Organization shall hold the Musician harmless against any damages related to the Musician’s service.
3.6 Non-Defamation. The Musician shall not, during the course of the Musician's term Agreement with the Organization or Durag Festival ®, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame the Organization or its members, employees and partners; Durag Festival ®, Durag Fest, or either of their reputations. Nor shall the Musician assist any other person, firm or Organization in so doing.
3.7 Entire Agreement. This Agreement and the related Appendices set forth the entire Agreement and understanding between the Organization and the Musician relating to the subject matter herein and merges all prior discussions between them. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Parties hereto. Any subsequent change or changes in the Musician’s duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
3.8 Severability. If any provision of this Agreement or part thereof shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, then such provision or part thereof shall be excised herefrom and the remaining provisions of this Agreement and parts thereof shall remain in full force and effect.
3.9 Breach. The Parties agree that it is impossible to measure in money the damages that will accrue to the Organization due to the Musician’s breach of this Agreement and/or failure to perform any of their obligations under this Agreement. Therefore, in the event the Organization institutes any action or proceeding to specifically enforce the provisions of this Agreement by injunctive or other form of equitable relief, the Musician hereby waives the claim or defense that the Organization has an adequate remedy at law or that the Organization has not been or is not being irreparably harmed, and the Musician shall not assert in any such action or proceeding the claim or defense that such remedy at law exists.
4.1 Arbitration. Any dispute, controversy or claim arising out of or relating in any way to this Agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach [of the Agreement], shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to this Agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after six (6) months from when the aggrieved Party, Party knew or should have known of the controversy, claim, dispute or breach.
4.2 The arbitration shall be conducted by one arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association. A state court judge in North Carolina shall select the arbitrator in accordance with the terms of this Agreement.
4.3 The arbitrator shall have ten (10) years of experience in and also shall have served as an arbitrator at least three (3) times prior to their service as an arbitrator in this arbitration.
4.4 The arbitration shall be conducted in accordance with the then existing Commercial Rules of the American Arbitration Association.
4.5 The arbitration shall be conducted in Charlotte, North Carolina. The laws of the State of North Carolina shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
4.6 It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator is appointed. The arbitrator may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
4.7 Except as may be required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.
5.1 Jurisdiction. Any and all legal proceedings that may arise from this Agreement shall remain in the jurisdiction of North Carolina. The Musician agrees that in the instance of legal proceedings they will cooperate with the Organization as well as the Organization’s agents. The Musician agrees to provide written notification to the Organization in the event that an incident takes place while the Musician is providing services.
6.1 Governing Law. This Agreement shall be governed by the laws of the State of North Carolina, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of Mecklenburg County, North Carolina. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of North Carolina, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to their Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
IN WITNESS WHEREOF the Organization has caused this Agreement to be executed by its duly authorized officers and the Musician has set his or her hand as of the date first above written.
SIGNED, SEALED AND DELIVERED in the presence of: