Here we explore Performance Artist's collaboration contracts. Sections with writing [like this] indicate where details can be automatically inserted
TOF® can assist with creating your bespoke terms. If you would like to set additional points please write to [[email protected]] TOF® Data | For Experimental Purposes Only
Participants freely define terms and conditions of collaboration. These dynamic hypermedia templates provide the foundation
Member edited contract templates are flexible, accommodating for as yet unknown requirements
Collaborations are effortlessly constructed through members direct communication. TOF® registrations set innominate, randomized codes assigned in The Other Blockchain® creating permanent, dedicated web addresses with unique block-hash confirmations. Confidentially held decentralized recording offers immutable, participant specific and binding verification to private contract
Registered documentation holds participants responsible to proceed in the ways they themselves have set. Terms list additional points. Below we review the overarching intent of these flexible templates as made for Performance Artists
[PRFM/Artist] and [Purchasing Member] agree to incorporate by reference the clauses 7.4a to 7.4o, associated documentation, and other written stipulations to form part of this collaboration contract (“Contract”)
This identifies participants and reach of contract
Associated documentation is broad, including exchanged content making reference to private discussions possible. Biosphere automatically inserts names and title. Explored below 7.4 has additional points
[COLLABORATION DESCRIPTION] also as in [PHOTOS] (“Work”)
What's expected, the intended result
For Performance Artists it's “Work" which wraps deliverables in one term. Without re-stating a once extended description this term can then be repeated. Work is whatever participants define. As short hand it covers what collaboration is meant to achieve with photos supplementing writing. Use of visuals enhances specificity
Immediately upon the performance of the Work by the PRFM/Artist, the Purchasing Member shall pay the fee due to the PRFM/Artist in the amount and currency equivalent to [PRICE]
Payment is for receipt [completion] of Work
[PRFM/Artist represents and warrants that to the best of his or her knowledge the Work assigned hereunder is original and has not previously been published, or that consent to use has been obtained on an unlimited and unconditional basis]
OPTIONAL | resulting Work is unique
Work is held as a one-off commission or novel deliverable. Purchasing Member is not obtaining a copy. In contract this says Performance Artist is providing original work. Sales of recordings or such should not include this option
[Purchasing Member enjoys non-commercial and personal use of the Work. Purchasing Member shall not have any copyright, moral right or other intellectual property rights, titles or interests whatsoever to the Work (“IP Rights”)
PRFM/Artist retains all IP Rights to the Work, whether such rights arise from law, contract or other source of legal or equitable obligation. If Purchasing Member intends to obtain any such IP Rights, the concurrent or subsequent execution and registration of an IP Sales Contract between the former and the PRFM/Artist (also known as “Owner”), shall necessarily be required]
OPTIONAL | contract separates copyrights
Work as a physical act or service can be the collaboration agreement. IP Rights may be sold separately. Copyrights to Work can be accounted through separately registered IP Sales Contracts and possibly for additional payments
For example, this term should be selected for contract inclusion if a Performance Artist wants to sell Work as a service yet keep the rights to re-use the photos or recordings on commercial goods, sell other prints and or sell copies of Work in future. Alternatively if collaborators wish for different conditions or to include transfer and assignment of copyrights they may set whatsoever both privately agree
[PRFM/Artist and Purchasing Member shall in good faith take every reasonable measure to maintain a suitable, safe, hygienic and comfortable working area, Location and environment during the performance of the Work]
OPTIONAL | mutual responsibility
Two or more people may be involved in collaboration. This specifies responsibility for maintaining an appropriate working area is jointly shared. It is suggested for inclusion during in-person meetings
[Except for those persons explicitly stipulated by both parties, Purchasing Member shall neither invite nor permit any additional persons, also known as Attendees, to access private, restricted or other similarly controlled areas utilized during the Work’s performance]
OPTIONAL | limit head count
A specific number of people involved can be set. For example, this limit may be necessary if Performance Artist's working area or selected Venue has a specific capacity or if the Performance Artist would only like to deal with the purchaser directly
If five additional people are allowed to be present during collaboration a total of seven people, 1 Performance Artist + 1 Purchasing Member + 5 Attendee = 7 people are expected. Anyone else could be obligated to leave
[Purchasing Member shall not permit any person to photograph, record, broadcast, communicate, digitally stream or in any manner whatsoever record, publish, share or transmit any copy, image or representation of the Work, including any related conduct or activities of the performance]
Collaborations can be private. Performance Artists may also wish to limit potential distractions. Including this condition specifies that Purchasing Member may not, for example, film or document the arranged in-person collaboration or Work as being performed. It further states that Purchasing Member may likewise not then upload such collected collaboration recordings or photos to say their social media accounts. This condition is a broad cover-all specifying that there would be specific restrictions to such content before release
[During the Work’s performance Purchasing Member shall be comprehensively and personally liable to compensate the PRFM/Artist or other third party, for any injury or illness sustained and for any damages caused to the said artist or party or to the equipment, working areas or Locations, when said injury, illness or damages have been objectively evidenced or proven to have resulted from the act or omission involving fault or negligence of the Purchasing Member
Payable charges may include but not limited to verified costs incurred by PRFM/Artist to compensate for, repair or replace similarly damaged equipment
To the full extent permitted by law or equity, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute services, whether in an action in contract, quasi-contract, delict, quasi-delict or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in cases of gross negligence or willful misconduct]
OPTIONAL | you break it, you buy it
This condition specifies Purchasing Member becomes liable for damages caused and Performance Artist incurs during in-person collaboration. These cannot be punitive. For example, if Purchasing Member accidentally breaks equipment then they are expected to financially settle Performance Artist's documented costs for that specific items repair or replacement
[PRFM/Artist and Purchasing Member agree to protect each other’s confidential and proprietary information, otherwise known as private details. Each shall endeavor to do so for such information disclosed in the course of contract negotiations, perfection, implementation and consummation]
OPTIONAL | privacy
Certain details may only be shared between participants. It is expected that such information will not be publicly disseminated. Proprietary information is a clear contractual indication participants must respect private data with breaches of such potentially constituting cause for action
Unless the Parties enter into a separate IP Sales Contract, PRFM/ARTIST shall have the following exclusive economic rights: to authorize the broadcasting or other communication to the public of the performance; to authorize the fixation of the unfixed performance; to authorize the direct or indirect reproduction of the performance, fixed in sound recordings or audiovisual works or fixations, in any manner or form; to authorize the first public distribution of the original and copies of the performance, fixed in sound recordings or audiovisual works or fixations, through sale or rental or other manner; to authorize the commercial rental to the public of the original and copies of the performance, fixed in sound recordings or audiovisual works or fixations; and to authorize the making available to the public of the performance, fixed in sound recordings or audiovisual works or fixations, by wire or wireless means, in such a way that members of the public may access them
With or without any IP Sales Contract, PRFM/ARTIST shall in any case have the moral rights to be identified as the performer of the performance, unless the omission is dictated by the manner of use of the performance; and to object to any distortion, mutilation or other modification of the performance that would be prejudicial to the reputation of the PRFM/ARTIST. The Parties agree that the fair use of copyrighted work or performance, for criticism, comment, news reporting, teaching, scholarship, research, and similar purposes, shall not be deemed an infringement of copyright
In determining whether a particular use of copyrighted work is fair use, the following factors among others shall be considered: the purpose and character of the use, including whether such use is of a commercial nature or is for non-profit educational purposes; the nature of the copyrighted work; the amount and substantiality of the portion used in relation to the copyrighted work as a whole; and the effect of the use on the potential market for or value of the copyright work
The transfer or payment of the fee shall be deemed to confirm the successful completion of the Contract. A perfected and signed contract may not be modified, amended or supplemented except by the express written consent of both parties. Neither party may delegate its contract obligations except with the written consent of the other party. Neither party may assign its contract rights, such as the right to collect payment, without the written consent of the other party, which consent shall not be unreasonably withheld. General portfolio displays or depictions of the Work’s performance on [PRFM/ARTIST'S BIOSPHERE PROFILE] are permitted. Contract Dispute and Settlement Billings are to be ruled on by the Tribunal. Any situation resulting in litigation, initiated by either Party, shall be brought within the courts and governed by the laws of [PRFM/ARTIST'S PROFILE LOCATION]
IP & in the event of
When Purchasing Member transfers payment for Work it's understood that collaboration has been completed. Registered contract closure records the end of participants formal relationship. Purchasing Member cannot give this contract to someone else and is the primary unless Performance Artist agrees and change is registered. Display of Work in Biosphere portfolio is allowed, this can easily be deleted
The Tribunal is the first point to for resolution requests should the need arise. Formal investigation requests can be submitted by either participant and such request create a Dispute. Following Dispute ruling settlement can be set. Future litigation is to be conducted within Performance Artist's jurisdiction, this may also be changed
PARTIES HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND | Via electronic methods personal signatures and private digital keys are inscribed on registered documents holding both Purchasing Member and PRFM/Artist as formally, contractually, legally and equitably bound
Purchasing Member and PRFM/Artist respectively acknowledges that he or she has been given adequate opportunity to review, bargain and agree with the Contract terms and conditions, including clauses 7.4a through 7.4o, associated documentation and has accepted each and every one of the legally, equitably or materially significant roles, liabilities, duties, risks, obligations and responsibilities contained therein
All information has been presented with ample time and space to allow for measured consideration by both parties, before official payment and registration of these terms and conditions have been authorized by them | [SIGNING DATE]
Signed, sealed and delivered
Participants sign their private contract and by using personalized keys. Signatures are reinforced by anonymized, immutable entries in The Other Blockchain® and coded entries across various distributed ledgers. The fact that participants have entered into a legally binding as well as financially significant contractual relationship is reiterated
Nothing's holding us back
From a legal standpoint "ability" and "capacity" are powerful, widely inclusive terms. These indicate that a range of situational and personal conditions are clearly met. In short this roughly translates to there being no foreseeable justifiable impediment for participants understanding as well as proceeding with their collaboration
"Parties mutually represent, warrant and declare they have full legal and personal ability, capacity and intent to enter into a binding Contract, under the TOF® Biosphere, and under their respective legal jurisdictions based on both nationality and domicile, without any legal impediment whatsoever"
This contract deals with the Performance Artist him or herself directly, not as say a business or corporation. The Performance Artist must pay their own taxes, be responsible for holding their own licensing if required and will honor set conditions
"PRFM/Artist represents and warrants that he or she is an independent contractor, PRFM/Artist is responsible for providing his or her own operating requirements, tools, equipment, hardware, software and other instruments or devices to enable the performance of the specified collaborative engagement and to ensure the timely and proper completion of the work or engagement without any delay or defect
PRFM/Artist is solely responsible for compliance and solely liable for any non-compliance, with any applicable government or non-government permit, licensing, accreditation and registration requirements necessary or desirable for enabling or authorizing the collaborative activity under the TOF® Biosphere, alongside his or her personal reporting, recording and or settling of applicable taxes or duties as may now or in future be owed or required
PRFM/Artist shall control the manner, means and details of his or her collaborative engagement performance, completion and delivery of the Work subject to his or her adherence to deadlines, descriptions, other terms and conditions stipulated in writing by the parties"
"In good faith" is a wonderful legal phrase
Roughly it equates to participants being expected to act honestly and in the manner that an objectively 'reasonable' person would find appropriate. With 'in good faith' present both participants are agreeing to the specifics of their contract which they themselves have detailed, defined or stipulated throughout. Conversely it could be said that attempts to impede or sabotage any portion would be acting in 'bad' faith
"In good faith the Parties enter into a binding Contract with the mutual intent and commitment to honor and reasonably fulfill all engagement, performance, completion, delivery and payment requirements. Obligations arising from the Contract shall have the force of law between the parties
These obligations shall be complied with in good faith. PRFM/Artist is responsible for the safe, proper and timely creation and delivery of the Work described as having been commissioned by Purchasing Member in so far as to provide, create, produce or otherwise deliver the work, goods, items, service or results stipulated in writing by the parties. PRFM/Artist undertakes to exercise due diligence to foresee or anticipate, and thereby plan and implement such reasonable measures to ensure the timely and proper creation and delivery of the Work
Purchasing Member is reciprocally responsible for adhering to the terms and conditions of the collaborative engagement undertaking to refrain or avoid any act or omission that may reasonably impede or hinder the performance of the works and creation of the Work by the PRFM/Artist"
Inability to proceed
Quite simply if there is an indisputable, legitimate reason the Performance Artist could not make a session or complete collaboration as agreed then contract, along with payment as would be owed, could possibly be considered cancelled
"The Purchasing Member may by written notice to TOF®, withdraw at will from the commission of the work without need for any cause, although it may have been commenced, indemnifying the PRFM/Artist for all the latter's expenses, work, and the usefulness which the Purchasing Member may obtain therefrom, and for reasonable damages
In the event of PRFM/Artist's physical disability or incapacity to create or complete the commissioned Work due to unforeseeable or unexpected situations such as illness or injury thereby hindering, impeding or preventing the timely or proper performance of his or her collaborative engagement, or exchange completion requirements, the Purchasing Member may cancel or terminate the registered Contract by written notice to TOF®
The Contract is automatically terminated upon the death of the PRFM/Artist. In case of termination of the Contract due to such disability, incapacity or death, the Purchasing Member shall pay the PRFM/Artist, or the heirs of the PRFM/Artist in case of death, a part of the price agreed upon, in proportion to the value of the part of the work done, and of the materials prepared, provided the latter yield some benefit to the Purchasing Member"
Reinforcing optional 'copyright sold separately'
This is expanded here to minimize any potential misunderstanding or debate. If Performance Artist has specified that copyrights to Work are sold separately this includes copyrights for any associated content while under contract. Meaning any recorded actions throughout collaboration, from Performance Artist's initial documenting of preparation to filming of in-person performances or the like, all are set as copyrighted and owned by Performance Artist
For example, if Performance Artist specified 'copyright sold separately' then even photos or recordings of Performance Artist preparing for Work as say before completion would constitute copyrighted content, effectively owned by Performance Artist. This stipulation persists irrespective of whom may have documented or compiled such. Performance Artist may by extension specify whether their assistant, friend or the like ("designee"), is authorized to record performances or Work on their behalf
"PRFM/Artist or his or her representative designated in writing may document the PRFM/Artist's Contract execution, implementation and consummation activity including but not limited to collection of multimedia content created throughout the collaborative engagement separately and independently of registration or recording under the TOF® Biosphere
To the full extent permitted by the applicable laws, and unless otherwise provided by Contract, the PRFM/Artist shall own and possesses all intellectual property rights including copyright or economic rights and moral rights, to the Work, throughout the entire world in perpetuity except only for the ownership and possession of the material object or digital asset created as a result of the commission of the piece of which which shall belong to the Purchasing Member "
Additional charges, sales or costs
As participants agree there may be portions that Performance Artist could bill to Purchasing Member. These could include, but are not limited to, recorded changes or additional times used, sales of materials or items and or any invoiced activity that may arise. These extra or 'additional charges' will be written down and specified. If Purchasing Member agrees to such invoicing, he or she is then of course expected to pay for these as they become part of confirmed collaboration
"Present at the time of Contract registration within PRFM/Artist's explicitly quantified categories, additional charges may only pertain to Contract's billable service extensions. Additional charges may include but are not limited to registered and mutually verified billed changes to Work; extra paid or billed time as used for Contract execution; alteration requests to Work or Contract made by Purchasing Member or the further sale of products, goods, equipment, items and or services throughout collaboration
In good faith additional charges, being detailed and categorized in writing, are recorded at PRFM/Artist’s reasonable discretion. Likewise upon verified acceptance, Purchasing Member assumes full liability to promptly settle all additional charges invoiced to them during Contract execution"
Settle payment independently
This is payment for collaboration which is to be passed from the Purchasing Member directly to Performance Artist following completion. Payment is expected to be performed in the way as mutually agreed and for the full equivalent set value. Performance Artist and Purchasing Member should hold a receipt or proof of payment
Once payment has been completed then contract is basically considered closed. If there are any issues where payment is not exchanged between participants then settlement billing may be determined as necessary for processing following investigation and ruling by the Tribunal
"Purchasing Member shall process the payment or transfer of the fee due to PRFM/Artist following the verified delivery and receipt of the Work, in accordance with the terms and conditions of the commission. Payment by the Purchasing Member shall be based on the monetary amount and currency invoiced by the PRFM/Artist in accordance with the terms and conditions of the Contract
Payment shall be made by remittance of fiat currency through government licensed bank channels, unless the parties expressly provide in writing for another mode or currency payment
An electronic message sent to or posted at the TOF® Biosphere by the Purchasing Member of the completion of the Contract shall be deemed to confirm that payment of the fee due to the PRFM/Artist has been made, where the member submits electronic documentation showing that the final or only invoice of the PRFM/Artist has been paid, simultaneous with or subsequent to the sending or posting of the message. Purchasing Member assumes full financial responsibility and liability for the settlement of the Contract price if such settlement is verified as owed or unpaid"
Your choice and conduct
Purchasing Member is responsible for personal insurance during collaboration. Contracts set private collaboration between Purchasing Member and Performance Artist. Each are responsible, independent agents. Collaboration does not involve outside opinions or judgements
"Throughout the duration of the Contract, independently at their own expense, Purchasing Member and PRFM/Artist are respectively understood to have adequate financial resources to discharge their contractual obligations, or otherwise obtain and maintain adequate personal insurance coverage to cover their potential contractual liabilities
Each party agrees to indemnify the other party concerned, the latter's agents and employees, against all claims, damages, losses, and expenses, including reasonable attorney's fees, that the latter may incur or suffer, resulting from or arising out of the acts or omissions involving fault or negligence in whole or in part of the former, including those acts or omissions of anyone employed by the former for whose acts or omissions it may be liable"
Performance Artist and Purchasing Member cannot be held responsible for breaking contract should events outside of their control have made it impossible to complete collaboration. If objectively something neither side could control made proceeding with contract untenable then it's expected that participants would agree to set a new completion date
"Unless otherwise agreed by the parties, the failure or delay of a party to perform any obligation under the Contract solely by reason of acts of God or nature, natural disaster, acts of government, riots, wars, accidents, force majeure, or other similar causes beyond its control, shall not be deemed to be a breach of the Contract
Notwithstanding the foregoing, the party prevented from complying with the Contract shall continue to take all actions within its power and control to comply as fully as possible with the Contract, and to use its best efforts to remove or remedy the force majeure with all reasonable dispatch. Except where the nature of the event prevents it, the party suffering the force majeure shall notify the other party of such event within two calendar days (48 hours) after its occurrence"
"Any of the following events shall constitute a default of this Contract:
i) An affirmative act of insolvency by a party or the filing by a party of a petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;
ii) The filing of any involuntary petition under any bankruptcy statute against a party, or the appointment of any receiver or trustee to take possession of property of a party, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within ninety (90) days of the date of such filing or appointment;
iii) A final judgment or the unappealed decision of a government regulatory officer or agency that results in temporary or permanent suspension of any permit, license, accreditation or registration, the possession of which is a prerequisite to performance by a party under applicable law;
iv) Failure to provide the service or perform the work in accordance with the material terms and conditions of the Contract, resulting to substantial delay in delivery or material defect in the Work;
v) Failure to make payment in accordance with the material terms and conditions of the Contract, resulting to substantial delay in payment, total non-payment, or partial but substantial non-payment
In case of material default or substantial delay by the PRFM/Artist in creating or delivering the Work, the Purchasing Member who is not in default or delay, shall automatically and without need for demand, be entitled to terminate the Contract and recover damages by way of indemnity
In case of substantial delay by the Purchasing Member in paying the fee due to the PRFM/Artist, the latter shall automatically and without need for demand, be entitled to collect the unpaid fee and recover damages by way of indemnity. Neither party incurs in delay if the other party does not comply or is not ready to comply in a proper manner with what is incumbent upon the latter. From the moment one of the parties fulfills the obligations concerned, delay by the other begins"
Who's responsible & when
Work is no longer Performance Artist's responsibility once it is out of their hands. Responsibility passes following completion. When Purchasing Member has received or otherwise possess Work then Performance Artist is not responsible or liable for Purchasing Member's use of Work
"The PRFM/Artist shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. If the work is not of such quality, the Purchasing Member may require that the PRFM/Artist remove the defect or execute another work. If the PRFM/Artist fails to comply with this obligation, the Purchasing Member may have the defect removed or another work executed, at the reasonable cost of the PRFM/Artist
Acceptance of the Work by the Purchasing Member relieves the PRFM/Artist of liability for any defect in the work, unless the defect is hidden and the Purchasing Member is not, by lack of special knowledge, expected to recognize the same. If, in the execution of the work, an act of the Purchasing Member is required, and the same incurs delay or fails to perform the act, the PRFM/Artist shall be entitled to reasonable compensation
Unless the parties stipulate otherwise, the indemnity for delay in delivery shall be in the form of liquidated damages computed at the rate of 1/10 of 1% of the total value of the Contract, but shall not in any case exceed 10% of the said value. Unless the parties stipulate otherwise, the indemnity for delay in payment shall be in the form of interests computed at the rate of six percent (6%) per annum
To the full extent permitted by law, and notwithstanding anything else in this agreement, neither party shall be liable for any incidental, consequential, exemplary, punitive, indirect damages of any kind including lost profits, lost data, or costs of procuring substitute products or services, whether in an action in law, contract, quasi-contract, delict, quasi-delict or equity, or other source of legal or equitable obligation, even if such party has been advised of the possibility of such damages, except in the case of gross negligence or willful misconduct"
Times and payment
Payment to Performance Artist is expected to be completed no later than two days following Work's performance or completion. If payment has not been processed in this time then Purchasing Member may be billed the contract's outstanding total value. All transactions are frozen during Dispute
"Within two days (48 hours) following the Contract’s set date and time of completion Purchasing Member must either confirm Contract closure or initiate Contract Dispute. Closed Contracts record mutually satisfactory fulfillment of the collaborative engagement or reciprocal performance of obligations. Registering Contract Dispute suspends all work activity and settlement of all outstanding billings, pending the resolution of the dispute, in accordance with the procedure established under the Contract
In case of failure by the Purchasing Member to register a Closed or Disputed Contract within two days (48 hours), following the Contract’s set date and time of completion, the Work shall be deemed as timely and properly delivered and automatically authorize the settlement of all outstanding billings on behalf and for the account of the Purchasing Member. Once the settlement billing is initiated, such amount and currency necessary to settle the billings in full shall immediately be deducted or debited from the account of the Purchasing Member, without need for any further authorization"
Purchasing Member may pay directly for any amount they personally decide. If there are any issues, Purchasing Member is always liable and responsible for the set limit of registered contract value which may, in certain cases, be processed or executed by TOF® on their behalf
"Purchasing Member may authorize independent or separate Contract settlement, or the transfer payment directly to the PRFM/Artist, even for such amounts that exceed the original or existing registered Contract’s cumulative total limits
For and up to the Contract's registered cumulative total limits, the Purchasing Member remains comprehensively and financially liable to ensure the full settlement of all outstanding billings. The process of settling billings is subject to reasonable transaction fees or processing costs which shall be for the account of the Purchasing Member"
TOF® writes in English
The Other Fruit® cannot predict future translations or languages participant's may use in collaboration. If there is any confusion with a term or condition throughout documents then the writings in English will be held as the guide or otherwise as the most impactful
"In the event of discrepancy or conflict between the Contract that is written in English, and any associated contractual documentation that is written in another language, the Contract in English shall prevail"
If one term or condition doesn't work in certain instances then only that one will be removed, all others still remain in place and applicable. If one term or condition has been written in a way that can't be enforced for a specific case or in certain use, then an equivalent can be inserted in its place
"If any provision of this agreement shall be void or unenforceable for any reason, such provision shall be ineffective to the extent of such voidability or unenforceability without invalidating the remaining provisions hereof, provided however, that the parties shall replace any void or unenfoceable provision by a valid or enfoceable language as comes nearest to the original provision in economic impact and intent. The provisions relating to confidentiality and remedies in case of material breach shall survive the termination of the Contract "