HomeMy WebLinkAboutPeters, Carol - 150th Anniversary Logo Copyright ReleaseCOPYRIGHT OWNERSHIP ASSIGNMENT AND RELEASE OF LIABILITY
This Copyright Ownership Assignment and Release of Liability ("Assignment and Release") is made and entered as
of July 2, 2019 ("Effective Date"), by and between each of the following parties executing this Agreement (which may be
referred to herein individually as a "Party" and collectively as the "Parties"): Carol Peters ("ENTRANT"), and the City of
Gilroy, a municipal corporation ("CITY").
WHEREAS, in commemoration of the historic anniversary of the City of Gilroy's incorporation on March 12, 1870,
CITY invited residents of the City of Gilroy to submit original artwork to the be the official commemoration logo for the
City of Gilroy's 150th Anniversary, that will be celebrated in 2020; and
WHEREAS, ENTRANT's work attached as Exhibit A (the "Logo") has been selected by CITY to be the official
commemoration logo for the City of Gilroy's 150th Anniversary or as a winning entrant in any other contest category as
described in the City of Gilroy's 150th Anniversary Logo Design Official Contest Rules; and
WHEREAS, ENTRANT acknowledges and agrees that the Logo may be displayed publicly and used by CITY as
part of promoting and documenting the contest and the City of Gilroy's 150th Anniversary via promotional materials,
CITY's website, social media, and by any other means and/or for any other purpose as CITY may determine in
its sole discretion without further consideration to ENTRANT; and
WHEREAS, ENTRANT agrees to assign all rights to the Logo, and whereas the parties wish to make CITY the sole
and exclusive owner of the entire right to and title and interest in the Logo, including the right, at CITY's sole discretion, to
edit, alter, reproduce, distribute, sell, or otherwise make use of the Logo, and all rights embodied in the copyrights,
registered and unregistered, and any copyright registrations and applications for registration relating to the Logo
(collectively, the "Copyrights").
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated into the terms of
this Agreement, and the covenants and conditions contained herein, the Parties hereto agree as follows:
1. ENTRANT does hereby assign, transfer and set over to CITY, without any compensation from CITY, any and all of
ENTRANT's rights, title and interest in and to the Logo and Copyrights and derivative works thereof, including, but not
limited to, any and all renewals and extensions of such Logo, Copyrights and derivative works that may be secured under
laws of the United States and all foreign countries, now or hereafter in effect, in accordance with California Civil Code
section 980 et seq. and all other applicable local, state, federal, and foreign laws, for CITY's own use and enjoyment, and
for the use and enioyment of CITY's officers, officials, representatives, agents, employees, volunteers and assigns, as fully
and entirely as the same would have been held and enjoyed by ENTRANT if this Assignment and Release had not been
made, including, without limitation, the right to sue for, and collect damages by reason of past, present or fature
infringement or other unauthorized use of the Logo and Copyrights.
2. ENTRANT represents ENTRANT is the owner of all Copyrights and CITY's use of the Logo does not violate any
rights of any kind or nature whatsoever of any third party, that no filings have been made with the United States Registrar of
Copyrights, that ENTRANT has not entered into any contracts of any kind relating to the Logo and Copyrights, and that
ENTRANT's right, title and interest in and to the Logo and Copyrights are free and clear of any liens or encumbrances and
are otherwise valid and wholly assignable. ENTRANT shall release, defend, indemnify and hold harmless CITY its officers,
officials, representatives, agents, employees, volunteers and assigns from and against any and all claims, damages,
liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim
that the Logo infringes any intellectual property rights or other rights of any third party.
3. ENTRANT agrees to not assert or maintain against CITY, its officers, officials, representatives, agents, employees,
volunteers and assigns, any claim, action, suit or demand of any kind or nature whatsoever, including but not limited to
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those grounded upon rights of publicity, rights of attribution or other rights, or arising out of, pertaining to, or relating to
any negligent acts, errors, omissions, or willful misconduct in connection with an ENTRANT's participation in the City of
Gilroy's 150th Anniversary Logo Design Contest, or in connection with CITY's use of the Logo or Copyrights in any
manner, including all claims related to damages of any kind to persons and property, invasion of privacy (under
appropriation, intrusion, public disclosure of private facts, false light in the public eye, or other legal theory), defamation,
slander, and libel. Furthermore, ENTRANT releases any claims of ownership of said Logo and Copyrights, and releases and
indemnifies CITY, its officers, officials, representatives, agents, employees, volunteers and assigns from liability for any
claims made by ENTRANT or third parties in connection with the above.
4. Each Party hereto warrants and represents that it has the full right, power and authority to enter into this Agreement
and to grant the rights granted herein. As reasonably necessary, ENTRANT shall provide CITY, its officers, officials,
representatives, agents, employees, volunteers and assigns, cooperation and assistance at CITY's request and expense
(including the execution and delivery of any and all affidavits, declarations, oaths, assignments, powers of attorney or other
documentation as may be reasonably required) in any proceedings that may arise in connection with the Logo and
Copyrights, including, but not limited to: (i) the preparation and prosecution of any applications for registration or any
applications for renewal of a registration covering the Copyrights; (ii) the prosecution or defense of any Copyright Office
proceedings or infringement; (iii) obtaining any additional copyright protection that CITY may deem appropriate which may
be secured under the laws now or hereafter in effect in the United States or any other country; and (iv) in the implemen-
tation or perfection of this Assignment and Release.
IN TESTIMONY WHEREOF, the Parties hereto have caused this Assignment and Release to be signed and
executed by the undersigned officers thereunto duly authorized as of the above Effective Date.
ENTRANT:.q'/? (_ P���
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Print Name:
Title:
Approved as io Form:
Gilroy City Attorney's Office
By:
City Attorney
CITY OF GILROY
Signed:
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Title: Grid flAm►0i4(-n`1UV'
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