The parties agree as follows:

1. The Artist:

   1. The Artist agrees to perform all Artwork under this Agreement as an independent contractor and not as an agent or employee of 11:11. The Artist acknowledges and agrees that the Artist shall not hold himself or herself out as an authorized agent of 11:11 with the power to bind in any manner. 

   2. The Artist shall provide 11:11 with the Artist’s Tax Identification Number and any proof of such number as requested by the 11:11 including the completion and execution of IRS Form W9. 

   3. ​The Artist acknowledges and agrees that Artist shall be deemed an independent contractor at all times and for all purposes under this Agreement, and as such shall be responsible for all federal, state and local taxes that may apply to Artist’s activities and compensation pursuant to this Agreement

2. The Project: 

   1. 11:11 is commissioning Artist to create a work of art (hereinafter “the Artwork”) for presentation and display at an event and/or on property (hereinafter “the Site”).

3. The Artwork shall be as described and installed and/or applied as set forth in approved proposal and renders.

   1. The Artist shall perform all services and furnish all supplies, material and/or equipment, unless otherwise agreed, as necessary for the design, application and/or fabrication of the Artwork at the Site in accordance with the specified schedule.  Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. 

   2. The Artist shall determine the artistic expression and design of the Artwork, subject to review and acceptance by 11:11. The Artist’s proposal may be reviewed and approved by 11:11, the Client or Property Owner, the City of Los Angeles, the councilmember in whose district the Artwork is to be installed, and other applicable city departments such as Public Works or Parking and Traffic and, where appropriate.

   3. Artist will ensure that the Artwork when being installed shall not interfere with the intended use of the Site, pedestrian and other traffic flow, parking, and safety devices and procedures at the Site. 

   4. The Artist shall prepare the design concept and submit it to 11:11 as described in this Agreement.  The design concept shall include a description of all materials and products utilized in the Artwork and the required routine care and upkeep involved. 

   5. Artist shall attend meetings as required by 11:11 to communicate about the Artwork and to ensure appropriate integration and/or installation of the Artwork. 

   6. The Artist shall complete the fabrication of the Artwork by the scheduled date as provided in this Agreement. If required by 11:11, Artist shall be present at any public or private unveiling of the Artwork and/or remain with the Artwork installation during its exhibition to ensure proper presentation, function and exhibition.

   7. Except as may be modified by this Agreement and any Exhibit to it, Artist shall provide maintenance of the Artwork including touchup and graffiti removal as needed during the Event and for a period of time after the date of completion as the parties shall agree.  Where applicable, thereafter as may be required by 11:11, the Artist shall provide a manual with a description of all materials and products utilized in the Artwork and the required care and upkeep involved. 

4. Design  

   1. Concept/Schematic

      1. The Artist was selected for the procurement of an artist to design and fabricate an Artwork suitable for the current project. The Artist shall submit to 11:11 the design concept (the “Design”) in the form of detailed color drawings, models, and/or other documents as are required to present a meaningful representation of the Artwork.

         1. The Design will include: a description of the method by which the Artwork is to be fabricated and installed; a description of any operational, maintenance and conservation requirements for the Artwork.

      2. Approval

         1. After the Artist submits the Design, 11:11 shall notify the Artist whether it approves or disapproves of the Design. 11:11 shall notify the Artist of any revisions to the Design as are necessary.

         2. If 11:11 disapproves of the Design, 11:11 will submit to the Artist the reasons for such disapproval. The Artist will not be paid an additional fee for the Revised Design. 

5. Payment Terms: 

   1. 11:11 will pay the total agreed amount within 30 days of the completed project.

   2. For projects that exceed a $3000 budget, 11:11 will pay a deposit of 50% upon approval of the design and prior to the beginning of work on the project. 11:11 will pay the balance upon completion and acceptance by 11:11 of the finished work.

   3. All Artist payments are contingent upon client payments. 

6. Completion of Work:

   1. Time is of the essence for the completion of the Artwork.  Delay in completion and/or failure to deliver Artwork as agreed shall constitute a default under this Agreement.

   2. Default: If the Artist defaults for cause other than death or incapacitation, the Artist shall return to 11:11 all funds provided by 11:11 in excess of expenses already incurred. The Artist shall provide an accounting. All finished and unfinished drawings, sketches, photographs and other Artwork products prepared and submitted or prepared for submission by the Artist under this Agreement shall be delivered to 11:11.   11:11 shall retain the right to have the Artwork completed, fabricated, executed, delivered and installed.  

7. Copyright: 

   1. The Artwork is being developed as a “work for hire” but ownership and common-law copyright shall belong to the Artist. Artist grants to 11:11 a license to reproduce the work in printed material, on various websites and in social media as 11:11 shall deem appropriate without the prior written approval of Artist for the purposes of promoting the installation and/or events produced and/or sponsored by 11:11. 

   2. Artist shall have the right to display the Artwork at other venues, in videos, photographs, all other forms of physical and digital media and events as the Artist shall choose provided that Artist shall first inform 11:11 of Artist’s intent to display the Artwork, the event and location of the event at which the Artwork will be displayed, whether the Artist shall be receiving compensation for such display, and shall first obtain the permission and consent of 11:11 for such use.  In the event that the Artwork shall be a non-movable work, such as a mural or other painting or painted object, Artist shall also acquire the consent of the property and/or painting owner before using any reproduction in any manner.

   3. All reproduction rights and the right to claim statutory copyright shall belong to Artist. Artist shall nevertheless ensure that 11:11 and, in the case of a non moveable painting or painted object the owner of the property and/or object, receive all appropriate commission/sponsorship credit to such work and such credit shall be prominently displayed on such Artwork and in all material and media, including but not limited advertisements, artwork and/or exhibition brochures and promotional material, in which such Artwork shall be exhibited in the subsequent events or otherwise.

8. Preservation of Work:

   1. The provisions of this agreement notwithstanding, 11:11, the property owner, and/or the city may remove the work at any time either shall deem it appropriate.  In such cases where the work is intended to be placed on public or private property, Artist waives all rights to possession of the actual work at any time.

9. Amendment:  No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing and signed by both Parties hereto. 

10. Entire Agreement 

    1. This Agreement, including the exhibits, comprises all of the covenants, promises, agreements, and conditions between the parties. No verbal agreements or conversations between the Parties prior to the execution of this Agreement shall affect or modify any of the terms or obligations. 

ARTWORK

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1. Project budget shall cover expenses for all materials, including but not limited to art materials, installation rentals, as needed and required for the project.  

2. 11:11 will provide the anti-graffiti coating material, if applicable.

3. Artist shall be responsible for any and all damage to the property such as paint on non project walls, windows and floors. Artist shall make every reasonable effort to prevent any damage to the physical structure/building where the project is being applied.  In any event, 11:11 will be responsible for any physical damage to the property.

4. Artist is an independent contractor and shall inspect and secure the property and location of the project to Artist’s own satisfaction.  11:11 and/or the property and project owner shall not be liable for and Artist shall not look to either or all of them for any injuries sustained by Artist at the property during the production of the project.  Artist shall also ensure that project workspace is property maintained and will indemnify and hold harmless 11:11 and/or the project/property owner for any injuries to all others, including but not limited to the general public and/or guests, tenants or employees of the property.   

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