This page shows the terms of the Display Agreement and Release used when Live Oak Public Library displays works of art or decorative objects owned by others. Blanks to be completed when the agreement is signed are shown in [brackets].
Display Agreement and Release
This Display Agreement and Release (“Agreement”) is entered into on the [day] day of [month] 202[_] by and between LIVE OAK PUBLIC LIBRARY (“LOPL”) and [Owner name], whose address is [Owner address] (“Owner”).
WHEREAS, LOPL is a public entity that operates libraries in Chatham, Effingham, and Liberty Counties and is not engaged in the business of selling works of art, but desires to enhance its facilities and provide a welcoming place for people and ideas through the temporary display of works of art and other decorative objects belonging to others; and
WHEREAS Owner desires to display works of art or other decorative objects owned by Owner, as more particularly described herein, at one or more LOPL facilities.
NOW THEREFORE, in consideration of the foregoing premises and conditions, mutual covenants contained herein, and for other good and valuable consideration, the parties have agreed as follows:
- DISPLAY OF OBJECTS. LOPL will display the works of art or other decorative objects described in Schedule A (each an “Object”, collectively the “Objects”) at LOPL’s [location name] location located at [location address] for a period of [number] days, beginning on [start date], 202[_] and ending on [end date], 202[_] (the “Term”). Any amendment or modification to Schedule A must be mutually agreed to in writing and signed by the parties.
- OWNERSHIP OF OBJECTS; NON-INFRINGEMENT. Owner represents and warrants that it is the Owner of each Object and is authorized to enter this Agreement. This Agreement does not transfer any rights of title or copyright of or in an Object to LOPL. Owner represents and warrants that none of the Objects infringe the intellectual property rights, including without limitation copyright and trademark rights, of any third-party.
- NO SALES OF OBJECTS. LOPL will not act in any way as an agent for the sale of any Object. No Object may be displayed with price tags or any other indication that it is available for purchase. Any sale of an Object by the Owner during the Term will not terminate or modify Owner’s obligations herein, and such sale will be expressly subject to this Agreement.
- INSTALLATION AND REMOVAL. Neither the display of any Object, nor the installation and removal of an Object from LOPL, may disrupt LOPL’s regular program of services or cause damage to LOPL property or facilities. The display of an Object will be pursuant to the installation and removal plan described in Schedule B, which can only be amended by an instrument in writing signed by the parties. Owner agrees to pay the reasonable repair and/or replacement costs of any LOPL property or facilities damaged directly or indirectly by the act or omission of Owner, or anyone acting on Owner’s behalf, in the display, installation, or removal of an Object.
- DAMAGE TO OR THEFT OF OBJECT. Owner acknowledges and understands that LOPL facilities are open to the public and display of an Object carries with it a risk that the Object will be damaged, destroyed, or stolen. LOPL will not be liable for any loss, damage, theft, fire, or destruction of any kind of an Object and LOPL will have no obligation to protect or insure an Object against loss, damage, theft, fire, or destruction of any kind. Owner, for [herself/himself/itself], and [her/his/its/] agents, heirs, executors, administrators, successors, and assigns forever releases and discharges LOPL, its affiliated entities, and their past, current, and future officers, directors, agents, representatives, attorneys, insurers, insureds, employees, successors, and assigns from any and all claims, obligations, damages, causes of action, losses, and expenses for any loss, damage, theft, fire, or destruction of any kind of an Object or arising out of the display of an Object at LOPL.
- PROMOTION OF DISPLAY; LICENSE. LOPL is permitted to make video and/or audio recordings, photographs, films and/or other recordings of the Objects for promotional or educational purposes (collectively, the “Recordings”) and LOPL will own all rights, including copyright, in the Recordings and the results and proceeds of such Recordings. LOPL will forever have the right to use, and license others to use, the Recordings, in whole or in part, an unlimited number of times, in all languages, in any and all media (whether now known or hereafter devised) anywhere in the world, and in connection with the advertising, promotion, marketing, merchandising, distribution, exhibition and any and all other types of exploitation of LOPL, any of LOPL’s programs and services, and the display of the Object at LOPL. LOPL will have the right to edit the content and text of the Recordings in any manner or form and Owner waives any right to inspect or approve of any use of the Recordings. Nothing herein obligates LOPL to promote any Object and LOPL will have no such obligation.
- TERMINATION. LOPL may terminate this Agreement without cause with [number] days’ written notice to Owner at the address of Owner provided herein. Either party may terminate this Agreement at any time if the other party materially breaches its duties and obligations under this Agreement. Upon termination of this Agreement, the manner of removal of any Object will take place as described in Schedule B and the parties will mutually agree to the time for removal.
- INDEMNIFICATION. Owner agrees to fully protect, indemnify, defend, save and hold LOPL harmless from and against any and all liability from any claims by any third-party (1) arising from the alleged failure of Owner to comply, in whole or in part, with any obligation assumed by Owner pursuant to this Agreement or imposed on the Owner by law; (2) arising from the alleged breach of any warranty made in this Agreement by Owner; and (3) for any and all damages allegedly caused by an Object, including without limitation for personal injury, property damage, invasion of privacy, defamation, or infringement of intellectual property, and agrees to pay all reasonable attorneys’ fees and other costs reasonably incurred by LOPL in defending any such claim.
- RELATIONSHIP OF PARTIES. Neither LOPL nor Owner has the right to bind the other. No agency, joint venture, or partnership relationship is created between LOPL and Owner by this Agreement. The parties will not represent themselves or hold themselves out either directly or indirectly through its representatives, employees or otherwise as the agent of the other party.
- AMENDMENTS; ENTIRE AGREEMENT. This Agreement may be amended, waived, discharged, modified or terminated only by an instrument in writing signed by both parties. This Agreement embodies and contains the entire agreement and understanding of the parties and replaces and supersedes any prior written or oral agreement between the parties hereto. This Agreement shall be binding upon and inure to the benefit of and be enforceable by each party’s respective heirs, legal representatives, successors, and assigns.
- MISCELLANEOUS. Nothing herein shall be construed as a waiver of LOPL’s sovereign immunity. This Agreement shall be interpreted, enforced, and governed under the laws of the State of Georgia. The provisions of this Agreement are severable and if any one or more of such provisions is determined to be void or unenforceable, in whole or part, the remaining provisions, and any partially enforceable provisions to the extent enforceable, shall be binding and enforceable, and a court of competent jurisdiction may modify any void or unenforceable provision to make it enforceable under Georgia law. This Agreement shall be deemed to have been drafted jointly by the parties; accordingly, any law, rule or canon pertaining to the construction of contracts to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement or of any modifications of or amendments to this Agreement. The paragraph headings contained in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
Agreed and Accepted
| Party | Signature | Date |
|---|---|---|
| LIVE OAK PUBLIC LIBRARY | [signature] | [date] |
| Owner | [signature] | [date] |
Schedule A
[Description of works of art or other decorative objects]
Schedule B
[Installation and Removal Plan]
(Should include time and manner of installation and removal, outline who has responsibility for what steps, including any actions that might change the facility (e.g., affixing something to or putting a hole in the wall))