This Agreement between the The Ohio State University (hereinafter, the “Licensor”) with offices at 1100 Kinnear Road, Suite 210, Columbus, OH 43212 and , a resident of , who has a studio/residence at (hereinafter, the “Designer”).

WHEREAS, the Licensor is implementing a community parade (hereinafter the “Parade”) and is soliciting designs for inclusion in the Parade;

WHEREAS, Designer desires to submit original design for consideration of inclusion in the Parade; and

WHEREAS, the Licensor and Designer desire to set forth the terms upon which Designer shall submit design for the Licensor for consideration of inclusion in the Parade.

NOW, THEREFORE, upon the mutual covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.1 Submission.
The Designer intends to participate in the Parade, and in connection with such participation will submit or has submitted contemporaneously herewith, to the Licensor, design, designs and design details incorporating The Ohio State University mascot, Brutus Buckeye, in a manner acceptable to and on the form provided by the Licensor. Once submitted, the Design, as herein defined, shall belong exclusively to the Licensor, pursuant to the transfer of ownership provisions in Section 6. “Design” is defined as all design, drawings, designs, design details, design application, paperwork, or other materials, whether written, electronic or in any other format, including Sculpture (as that term is defined herein) that result from the Designer’s services hereunder.

1.2 Limited License.
The Licensor hereby grants to the Designer a limited, nontransferable license to use The Ohio State University trademarks, service marks and trade dress, including but not limited to the Brutus Buckeye mascot (hereinafter collectively, the “Intellectual Property”), in the creation of Design. This limited license immediately and automatically terminates upon Designer’s failure to submit Design to the Licensor, if Design is not selected as set forth in section 1.3 below or upon completion of Designer’s application of the Design to the Sculpture. No other rights to the Intellectual Property are hereby granted and the Licensor reserves all rights not included in this limited license.

1.3 Selection.
All Design submitted to the Licensor will be reviewed and considered by a Selection Committee. Design that has been submitted for which the Selection Committee does not have a signed Designer Agreement will not be considered; nevertheless the Licensor retains all rights thereto. The Selection Committee will review the Design for compliance with the terms and conditions of this Agreement. Upon approval by the Selection Committee, the Design will be collated with other submissions by other designers into a compilation, which will then be presented to sponsors for their review and consideration of sponsorship. Designers of sponsored work will be contacted and notified of the identity of the sponsor and details for completion. Upon successful completion of the application of the Design to the fiberglass sculpture blank (hereinafter, the “Sculpture”) a plaque with the Designer’s name, hometown, the sponsor’s name and the name of the Sculpture will be affixed to and displayed with the Sculpture. Designer may seek its own sponsor, however, the Design must still be reviewed and accepted by the Selection Committee. All Design submissions become immediately and in perpetuity the property of the Licensor and will not be returned to the Designer.

Designer hereby agrees to abide by the following conditions of performance for any services undertaken pursuant to this Agreement:

1. The Design is original and Designer is the sole author of all elements of the Design or has received the appropriate rights from third parties to permit the Licensor to display, reproduce or create derivative works of elements contained in the Design and such written permission is included with the Design submission.
2. The Design, or any duplicate thereof, has not been displayed, offered or accepted for sale elsewhere and is free and clear of all liens and encumbrances.
3. The Design will not be political, discriminatory as to race, religion, sex, sexual orientation, age, national origin or the presence of any physical, mental or sensory handicap, derogatory, obscene, lewd, profane or defamatory in any way as determined solely by the Selection Committee.
4. Only Designs approved by the Selection Committee during the selection process and sponsored may be used. The Designer hereby acknowledges that Designer will have no right to use the Design in any manner for any purpose except in connection with the PARADE and in strict accordance to the terms and conditions of this Agreement and that without the express prior written consent of the Licensor, any unauthorized use of the Design will constitute an infringement of the rights of the Licensor. [Notwithstanding the foregoing, Designer may use the Design or reproduction of the Sculpture in Designer’s portfolio provided that it is a noncommercial use.]
5. Without prior written authorization, Designer agrees not to manipulate the original pose of the Sculpture. All deviations of the Sculpture from the Design shall first be approved in writing by the Licensor.
6. The Designer is legally liable for any structural additions to the Sculpture that affects the Sculpture’s structural integrity, and will defend and indemnify the Licensor and Sponsors for any and all liability or damages resulting from Designer’s structural changes or modifications, regardless of Licensor’s consent thereto.
7. The Designer agrees to accurately depict the Design submitted, selected and sponsored on the Sculpture.
8. All additions to the Sculpture shall be weather and vandal resistant.
9. Upon completion, each Sculpture will be sprayed with a protective clear coating. This coating will be provided by Licensor.
10. Designer accepts all liability for the safe application of the Design to the Sculpture.

3.1
The Designer must submit proposed Design to the Licensor by 5 p.m. EST on Friday, February 1, 2008. Any submissions received after that time may be, at the discretion of the Licensor, discarded and not included in the selection process or submitted to the Selection Committee.

3.2
Upon selection and sponsorship, the Designer will be notified of the time period allotted for and location for the completion of the Sculpture. Sculptures must be completed and submitted by 5 p.m. EST on Friday, March 14, 2008. The foregoing dates and times are subject to change.

3.3
If work on or the completion of the Sculpture is delayed by adverse weather conditions, or any other cause beyond the Designer’s control, then the completion date shall be extended for a reasonable time period as determined solely by the Licensor.

3.4
If work on the Sculpture is delayed by any fault, neglect, act or failure to act by Designer, then Designer shall take all reasonable steps to complete the Sculpture within the agreed upon time frame. In the event that Designer is unable to complete the Sculpture within the allotted time, the Licensor may hire a third party to complete the Sculpture and Designer shall be required to pay all costs caused by the delay up to a maximum of the stipend paid to the Designer hereunder.

4.1
In consideration of the performance of the creative services described herein and in consideration of the transfer of rights to the Licensor under this Agreement, the Designer has the opportunity to participate in the Parade, to receive recognition from Parade participation and, if Designer’s Design is sponsored, the Licensor will pay the Designer a stipend of Two Thousand Dollars ($2000.00) for the successful completion of the Sculpture within the time frame set forth by the Licensor for completion. No stipend will be given to Designer if the Design is not sponsored. Nor will any stipend be given to a Designer who has pre-selected their sponsor: any stipend in this case shall be solely between the Designer and sponsor.

4.2
The above stated amount is the full and complete compensation given to the Designer for all costs and expenses associated with Designer’s services hereunder. The Licensor is not obligated and will not reimburse the Designer for any charges, travel time, time, materials or other expenses incurred by the Designer.

4.3
The Licensor will make payment to the Designer of the above stated amount within thirty (30) days of acceptance by the Licensor of the completed Sculpture and the application of the protective clear coat.

4.4
In the event the Designer fails to comply with any terms or conditions of this Agreement or to provide in any manner the work or services as agreed herein, the Licensor reserves the right to withhold any payment until the Licensor is satisfied that corrective action has been taken or completed and such action is approved by the Licensor. This option is in addition to and not in lieu of the Licensor’s right to terminate the Designer’s services as provided for herein.

J. Mosier Enterprises, Inc. dba Sports Fan, has been designated by the Licensor as the Project Manager for this Agreement. All communications pertaining to this Agreement shall be directed to the Project Manager via email at info@brutusonparade.com. The Project Manager shall have the authority to transmit instructions, receive information, propose amendments or changes to this Agreement, and to implement the Licensor’s policies and decisions pertinent to the Designer’s services covered by this Agreement. All interpretations of this Agreement and determinations of the Licensor are final and binding on the Designer.

6.1
It is understood and agreed that the Design and Sculpture is being developed by the Designer for the sole and exclusive use and benefit of the Licensor and the Licensor shall be deemed to be the sole and exclusive owner of all right, title and interest therein, including all copyright and proprietary rights relating thereto. All work performed by Designer under this Agreement and all Design generated in connection therewith, including the Sculpture, shall be considered a “Work Made for Hire” as defined under the US Copyright Laws, and as such shall be owned by and for the benefit of the Licensor. Upon delivery of each the Design and Sculpture, title shall automatically pass to the Licensor.

6.2
The Licensor, in its sole discretion, has a right to submit or not to submit the Design to the Selection Committee, use or not use the Design and to re-use, reproduce, alter, modify, edit or change the Design or Sculpture as it sees fit and for any purpose.

6.3
In the event that it is determined that any Design does not qualify as a “Work Made for Hire” the Designer does hereby assign to the Licensor all right, title and interest that the Designer possess in, to and under the Design including but not limited to all U.S. and foreign copyright and proprietary rights relating thereto and transfers any licenses to any third party intellectual property or other rights granted to Designer for inclusion in the Design or on the Sculpture. Upon request, the Designer will take such steps as are necessary to enable the Licensor to record such transfer of rights.

6.4
The Designer hereby expressly waives any and all rights that it has in the Design and to any and all uses of the Design whether embodied in a two-dimensional or three-dimensional compilation, a sculpture, a reproduction, modification or derivative work. All rights that the Designer may have under the Visual Designer Rights Act of 1990 are hereby waived.

6.5
The Designer will sign, upon request, any documents needed to confirm that the Design is a “Work Made for Hire” or to effectuate a transfer of all of Designer’s rights to the Licensor.

6.6
Both during the term of this Agreement and thereafter, Designer will assist the Licensor and its agents, upon request, in preparing US and foreign copyright and/or trademark applications that cover the Design or Sculpture. Designer will sign any such applications and deliver them to the Licensor. The Licensor will bare all expenses that it causes to be incurred in connection with such copyright or trademark protection, except individual Designer legal fees.

6.7
All Design, physical embodiments of the Design, including the Sculpture, and all rights appurtenant thereto, are hereby automatically owned, transferred and assigned to the Licensor upon submission.

6.8
The verbiage “Brutus Buckeye” and the Brutus Buckeye mascot are trademarks of The Ohio State University and may not be used without the prior written authorization from the Licensor. The Design may only be used in a submission to the Licensor and no other use or reproduction, commercial or noncommercial, is hereby authorized.

During the Parade, regular or specific maintenance may need to be performed on the Sculpture to ensure the longevity and integrity of the Sculpture. The Licensor is responsible for maintenance and repair of the Sculpture to return it to substantially the same condition as when it was initially accepted by the Licensor. Any structural or decorative additions shall be the sole responsibility of the Designer at the discretion of the Licensor. The Designer shall be available at reasonable times to advise or participate in the repair and rehabilitation of the Sculpture. Upon the failure or inability of Designer to assist or advise in the repair and rehabilitation, the Licensor shall proceed without Designer assistance pursuant to general accepted principles of conservation.

8.1
Designer represents and warrants to the Licensor that it is free to enter into this Agreement and that its performance hereunder will not conflict with any other Agreement to which Designer may be a party. Further, the Designer agrees not to enter into any other agreement with any third party that would create a conflict with the performance of its obligations hereunder.

8.2
Except for the limited license granted herein or for third party rights Designer has secured, Designer represents and warrants to the Licensor that the Design is unique, original and solely as a result of Designer’s creative efforts. Further, the Design and Sculpture are clear of any claims or encumbrances and do not infringe on the intellectual property or proprietary rights of any third party.

8.3
The Designer represents and warrants that the execution and fabrication of the Design and Sculpture is performed in a workmanlike manner and free of defects in any added materials or workmanship.

It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship between the Designer and the Licensor is that of an independent contractor and not of an employee. No statement contained in this Agreement shall be construed so as to find the Designer an employee of the Licensor and Designer shall be entitled to none of the rights, privileges, or benefits of Licensor employees. The Designer is not supervised by the Licensor.

The Designer agrees not to enter into any sub-contracts for any of the work contemplated hereunder without obtaining the prior written approval from the Project Manager.

Designer agrees to defend, indemnify and hold the Licensor, Project Manager, Project Committees Members, and the Sponsor, and their respective officers, directors, employees, representatives and agents, harmless from and against any and all direct or indirect claims, liabilities, costs, expenses, losses or damages, including reasonable attorneys’ fees and costs, incurred by or brought against the Licensor based on a breach by the Designer of any of the representations and warranties of this Agreement, including intellectual property infringement, breach any of the terms and conditions contained in this Agreement, or for any liability or damages, including but not limited to personal injury or property damage relating to or arising out of or from structural changes, modifications or additions to the Sculpture, even if authorized by the Licensor, except where such personal injury or property damage results solely from the structural integrity of the original unaltered fiberglass sculpture blank.

The Licensor shall have the right, in its sole discretion, to prosecute or pursue all claims and lawsuits against third parties for infringement of its rights in the Design or Sculpture. Any lawsuit shall be prosecuted solely at the Licensor’s expense and all sums recovered shall be retained by the Licensor. Designer agrees to fully cooperate with the Licensor with prosecution of any such suit, and the Licensor shall reimburse the Designer for any prior approved expenses that Designer might incur as a result of such cooperation.

The risk of loss to the Sculpture shall be borne by the Designer until final acceptance, and the Designer shall take such measures as are necessary to protect the Sculpture from loss or damage until final acceptance; provided, however, that risk of loss shall be borne by the Licensor prior to final acceptance during such periods of time that the Sculpture is in the custody, control or supervision of the Licensor, except during those times when Designer is working on or completing the Sculpture even though the Sculpture may be in the Licensor’s custody, control.

14.1
This Agreement will continue in full force and effect until completion of the project as described herein unless terminated at an earlier date by either party. The Licensor may immediately terminate this Agreement without cause or reason and without prior notice to Designer. In the event of Designer breach or any termination, whether or not authorized hereunder, or anticipatory breach hereof, the Licensor, by virtue of its ownership rights in the Design, may, in its discretion, contract with a third party to complete the Design or Sculpture.

14.2
The Licensor reserves the right to suspend or terminate this Agreement, including withholding payment, if the Designer violates any of the terms or conditions of this Agreement or does not fulfill, in a timely and proper manner, its obligations under this Agreement as determined by the Licensor. In the event that the Licensor exercises its right to withhold payment or terminate under this section, it shall submit written notice to the Designer. This remedy shall be in addition to any other remedies available to the Licensor at law or in equity. The Licensor shall be entitled to recover reasonable attorneys’ fees and costs associated with enforcing its rights hereunder.

14.3
In the event of termination, Designer will deliver all Design, other work product and all supporting documentation developed up to the date of termination. Termination of this Agreement by the Licensor shall have no effect upon the assignment to the Licensor of all rights in and to the Design and Sculpture.

14.4
THE MAXIMUM LIABILITY OF THE LICENSOR TO THE DESIGNER UNDER ANY THEORY OF LAW OR IN EQUITY, IN CONTRACT OR TORT, EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT, SHALL BE LIMITED TO THE AMOUNT OF THE STIPEND PAID TO INDIVIDUAL DESIGNER’S PARTICIPATING IN THE PARADE. THE LICENSOR SHALL HAVE NO OTHER LIABILITY TO DESIGNER AND DESIGNER HEREBY CONSENTS TO LIMIT ITS RECOURSE AGAINST THE LICENSOR OR SPONSOR TO THE AMOUNT SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 14.4.

15.1 Headings.
The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.

15.2 Severability.
If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid, void or unenforceable, that provision of the Agreement will be stricken or enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect

15.3 Successors.
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and assigns. Designer may not assign its rights or obligations under this Agreement without the prior written consent of the Licensor.

15.4 Waiver.
No waiver by any party of any breach of any provision hereof shall constitute a waiver of any other breach of that or any other provision hereof.

15.5 Force Majeure.
The Licensor shall not be held accountable under any theory of liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation severe weather and storms, fires, floods, strikes, terrorism, acts of God, failure of supplier, third party acts, third party failure to act, or acts of legislative, judicial, executive or administrative authorities, or any other cause beyond its reasonable control not contemplated herein.

15.6 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or breach thereof shall be only in the Federal or State court with competent jurisdiction for Franklin County, Ohio. Both parties hereby submit to personal jurisdiction of the courts with jurisdiction over Franklin County, Ohio.

15.7 Attorneys’ Fees.
Designer shall be responsible for the Licensor’s reasonable attorneys’ fees associated with the enforcement of the terms of this Agreement.

15.8 Survival.
The respective obligations of the Licensor and the Designer under these terms and conditions, which by their nature would continue beyond termination, cancellation, or expiration hereof, shall survive termination, cancellation or expiration hereof, including without limitation all representations and warranties against infringement and all indemnity obligations.

15.9 Entire Agreement.
This Agreement, including any schedules or exhibits attached hereto and incorporated herein by this reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties.

15.10 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and collectively shall constitute one and the same agreement. Facsimile signatures shall be considered original signatures.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date set forth below.