AGREEMENT FOR PERFORMANCE This AGREEMENT is entered into between (CONTRACTOR) and The Board of Regents of the University System of Georgia by and on behalf of Georgia Gwinnett College (GGC). Georgia Gwinnett College will perform all obligations of The Board of Regents of the University System of Georgia under this Agreement. In consideration of the mutual covenants and promises set forth in this Agreement, and for good and other valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do agree as follows: 1. Purpose. GGC hereby engages CONTRACTOR to provide the following performance (PERFORMANCE): 2. Venue/Location. CONTRACTOR will give the PERFORMANCE at the following location: 3. Date and Time. CONTRACTOR will give the PERFORMANCE on the following date(s) and time(s): 4. Compensation. a. CONTRACTOR s Fee. In exchange for the PERFORMANCE, GGC agrees to pay CONTRACTOR a fee of $ (the FEE ). b. Reimbursement of Expenses (if any). In addition to the FEE, GGC will reimburse CONTRACTOR for the following expenses ( REIMBURSABLE EXPENSES ): GGC is only obligated to pay the above REIMBURSABLE EXPENSES if CONTRACTOR submits receipts properly documenting the same. REIMBURSABLE EXPENSES may not exceed $. Revised: 2017.10.19 Page 1 of 5
5. Final Payment. Payment of the FEE plus the amount of REIMBURSABLE EXPENSES (if any), will be paid as follows [check one option]: Upon completion of the PERFORMANCE, CONTRACTOR will submit an invoice for payment of the balance due (including receipts if REIMBURSABLE EXPENSES are to be reimbursed) to the address for GGC specified in the Notices/Contract Administration section of this AGREEMENT. Payment for satisfactory performance under this AGREEMENT will be made by GGC within thirty (30) days of receipt of the invoice/receipts. OR GGC will present a check for the balance due to CONTRACTOR immediately after the PERFORMANCE is complete. 6. Technical Requirements. GGC agrees to supply the following technical equipment for CONTRACTOR to use in conjunction with the PERFORMANCE [attach as Exhibit if necessary]: 7. Recording. GGC shall have the right and royalty-free license to simulcast or to produce and show a delayed broadcast, of the speaker's presentation to the College Community or to the public generally, through closed circuit or public television/radio, or commercial cable television. This license shall be non-exclusive and the copyright shall remain with the speaker. Additional recording rights [check one option]: GGC MAY record the PERFORMANCE to be maintained by the College Library for the use and benefit of its patrons. OR GGC MAY NOT record the PERFORMANCE to be maintained by the College Library for the use and benefit of its patrons. 8. Staffing. Unless otherwise agreed upon by the parties in writing, all stage crew and front-ofhouse management necessary to operate the venue and the technical equipment during the time the CONTRACTOR is giving the PERFORMANCE will be provided by GGC in types and numbers and at times designated by GGC. Revised: 2017.10.19 Page 2 of 5
9. Effective Date/Term. Subject to its other provisions, this AGREEMENT shall be effective when the last signatory executes this AGREEMENT, and shall be completed once the PERFORMANCE is complete and all payments due and owing have been made, unless terminated sooner as provided in this AGREEMENT. 10. Notice. Notice under this Agreement will be sent: For GGC: For CONTRACTOR: COPY TO: 11. Termination. Either party may terminate this AGREEMENT for any reason upon not less than thirty (30) days prior written notice to the other party. 12. Force Majeure. Neither party shall be in default under the Contract if performance is delayed or made impossible by an act of God. In each such case, the delay or impossibility must be beyond the control and without the fault or negligence of the Contractor. All parties agree that this clause shall serve to suspend, but not excuse, all parties from the performance of their obligations pursuant to this Agreement, and that full performance shall occur as soon as practicable after the force majeure circumstance is no longer present. Both parties hereby waive any claim for damages or compensation for such delay. 13. Compliance with Law; Permits and Licenses. CONTRACTOR shall comply with all applicable laws, ordinances, and regulations, and with the rules, policies and regulations of GGC. CONTRACTOR shall obtain at its own expense and maintain at all times any permits or licenses required to render performance. 14. Copyrighted Material. CONTRACTOR warrants that all copyrighted material to be performed has been duly licensed or authorized by the copyright owners or their representatives, and the CONTRACTOR further warrants that it has paid any and all royalty fees arising from the use of copyrighted material in the performance of this AGREEMENT. 15. No Indemnification. To the extent allowable by law, each party will assume responsibility and liability for its own activities under this contract. Neither party shall indemnify the other in contract against complaints by third parties. This provision shall survive the termination or expiration of this Agreement. Revised: 2017.10.19 Page 3 of 5
16. Governing Law. The validity, construction and effect of this Agreement shall be governed by the laws of the State of Georgia as if this agreement were signed and completely performed in Georgia, regardless of the place of performance. Any litigation between and/or among the parties to this contract shall be adjudicated in Georgia State and for that purpose each party expressly and irrevocably consents to jurisdiction and venue in the Superior Court of Fulton County, Georgia or the United States District Court for the Northern District of Georgia. 17. CONTRACTOR Insurance. CONTRACTOR will maintain commercial liability insurance of in amounts no less than $1,000,000/$3,000,000 for the duration of the PERFORMANCE, including any pre-performance or post-performance activities. CONTRACTOR will add GGC as an additional insured on the liability coverage(s) on a primary and noncontributory basis and provide evidence of such insurance no later than three (3) days prior to the PERFORMANCE. 18. Merger. These Terms and Conditions constitute the entire agreement and understanding of the parties with respect to this AGREEMENT and supersede all previous understandings and agreements between the parties, whether oral or written. 19. Relationship. This AGREEMENT does not create a joint venture, partnership, employment, or agency relationship between the parties. 20. Severability. If any term, provision, covenant or restriction of this AGREEMENT is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 21. Waiver. Failure to exercise, or any delay in exercising, any right or remedy provided under this AGREEMENT or by law shall not constitute a waiver of that or any other right or remedy. 22. Open Records Act. The parties acknowledge that the laws of the State of Georgia, including the Georgia Open Records Act, as provided in O.C.G.A. Section 50-18-70 et seq., require procurement records and other records to be made public unless otherwise provided by law. 23. Assignment. This AGREEMENT is not assignable in whole or in part by either Party without the prior written approval of the other Party. 24. Nondiscrimination. There will be no discrimination on the basis of race, color, national origin, religion, creed, sex, sexual orientation, age, genetics, or disability. However, with respect to disability, the disability must not be such that by its nature, even with reasonable accommodation, would preclude an individual s participation. 25. Assignment; Subcontractors. This AGREEMENT shall not be assigned by CONTRACTOR without prior approval in writing by GGC. CONTRACTOR shall not use subcontractors without the prior written consent of GGC. 26. Trademarks and Logos. Both parties are prohibited from using, and agree not to use, directly or indirectly, any name, trademark or logo of the other party without first obtaining prior written approval from the other party. 27. Right to Work. The parties acknowledge that Georgia is a right to work state, and GGC will not agree to yellow card provisions. Revised: 2017.10.19 Page 4 of 5
28. Headings. The paragraph headings provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof. 29. Execution. GGC and CONTRACTOR hereby execute this agreement through their duly authorized representatives: For Georgia Gwinnett College: Signature: Name: Title: Date: For CONTRACTOR: Signature: Name: Title: Date: Revised: 2017.10.19 Page 5 of 5