STRONG MIND SHOWCASE AGREEMENT

This Agreement between Artist/Artist Team (“Artists”) and Strong Mind Project, Inc. (SMPI), with respect to The Artists’ participation in creation, and Festival Project being:

The submitting Artist hereby agrees to take part in the Strong Mind Showcase (“Project") being produced by Strong Mind Project, Inc., scheduled to take place on October 20th, 2024. 

(1) Artist has/have read, and each agrees, to abide by the Competition Rules (collectively ‘Official Rules’) of the Festival Project, terms of which are available at [https://www.strongmindproject.org/showcaserulesandregulations], and by reference made a part hereof.  It is understood and agreed that:

(A) SMPI reserves the right to disqualify from presentation, marketing, screening, or exhibition; and/or remove from consideration for awards and prizes any project, whether Short Film/Video, Still Art, and/or Other which do not adhere to the Official Rules;

(B) Artist is responsible for all crew, cast, equipment, sets, crew-members, locations, and other items necessary for participating in Project, and including all costs, expenses, damages, and claims related thereto.  SMPI is providing an event and guidelines in which Artist/Team are taking part.  The event is to merely provide a screening and marketing opportunity for all qualifying Projects, and a prize for the Project winner in each category;

(C) Artist shall secure all rights (including without limitation copyrights and use rights) in and to all material included in the submitted projects by Short Film/Video and related work and/or Still Art and related work, and/or Other and related work, including, without limitation, all images, photographs, performances, appearances by any person, sounds, soundtrack, and music (including, without limitation, compositions, recordings, and performances). Without limiting the foregoing, Artist, on behalf of Team, shall obtain signed Waiver and Release Forms from all cast and crew, signed Music Releases from all persons/entities providing music, and signed Location Releases for all locations used in the Short Film/Video and/or Still Art and/or Other;

(D) Artist shall declare all Artificial Intelligence used, input, modifications, scans, or effects as to any part or aspect of Project or creative efforts of Project.

(2) Artist represents and warrants that he/she:

(A) has full title, control, and ownership free of any other persons, entities, or interests, to Artist’s Project;

(B) except regarding SMPI’s rights as set forth herein, Artist is sole copyright holder and sole owner of the Short Film/Video and/or Still Art and/or Other Projects;

(C) Short Film/Video and/or Still Art and/or Other Project use in this Festival does not (to the best of Artist’s knowledge, including what Artist should know, or has reason to know in the exercise of reasonable prudence) violate any copyright of any person/entity, nor does the Project defame or infringe upon any rights of any kind, including the right of privacy of any person/entity.

(3) The submitting Artist hereby agrees to indemnify, defend, and hold harmless SMPI, its owners, officers, directors, shareholders, employees, licensees, partners, and assigns (collectively ‘Indemnified Parties’) from any and all claims, costs, damages, expenses, and liabilities, including, without limitation, attorneys’ fees (collectively referred to as ‘Claims’), arising from the creation, production, use, exhibition, promotion, marketing, merchandising, or other exploitation of Artist’s submitted Project including Short Film/Video and/or Still Art and/or Other. Indemnification, defend, and hold harmless by Artist applies to Artist and their Project-related Claims (in whole or in part) caused or created through: (i) negligence and other torts; (ii) unauthorized use of likeness; (iii) invasion of right of privacy, publicity, or personality; (iv) defamation; (v) fraud; (vi) infringement of copyright; (vii)  trademark; (viii)  breach of contract; and (ix) for any breach of this Agreement, including, but not limited to, breach of any representation, warranty, or obligation of Artist hereunder.

(4) Artist grants to SMPI exclusive rights to the entire or part of the submitted Project Short Film/Video and/or Still Art and/or Other submitted, in accordance with the following:

(A) TERM is from the date Artist submits his/her Project to SMPI and continuing until Dec. 31, 2025 (‘End Date’).

(B)  Artist shall have the following non-exclusive and non-assignable rights by the Agreement:

-- to enter the Short Film/Video and/or Still Art and/or Other in Festival and competitions;

--to screen and present Artist’s approved Project at local film events;

--to stream the Short Film/Video/Other or any portion thereof for free on Artist’s personal website or for free on any third-party website for Internet viewing, [provided that in all cases the Project or portion thereof as so streamed contains an initial full screen title card stating, “This Short Film/Video/Other was created for Strong Mind Showcase,” (or other language as may be designated by SMPI)];

-- to distribute the Short Film/Video/Other for free via DVD;

-- to use the Short Film/Video/Other on a professional reel to promote Artist and Artist’s project;

--  any other use agreed to in writing by SMPI.

(5) SMPI shall have the following rights, which (except for the limited rights of Artist as set forth above and herein to SMPI) may copy, screen, upload, re-upload, show, exhibit, telecast, broadcast, advertise, market, exploit, and disseminate all submitted projects on any platform, and/or any portion thereof throughout the universe in perpetuity, via any medium and in any manner whether now known or hereafter invented, including, but not limited to, billboards, pamphlets, theatrical, television (including, without limitation, all forms of broadcast, cable, Video On Demand (VOD), and digital television), DVD/home video, Internet distribution, streaming application, and any means of digital download, and to sell, license, and/or assign any or all of the foregoing rights to any third-party.  In no manner limiting the foregoing, SMPI shall have the right to use the submitted Project or Artist’s name and any portion thereof to advertise, promote, and publicize Strong Mind Festival and/or any sponsor thereof in any manner and via any medium and/or dramatic presentations at SMPI’s sole discretion. 

(6) Parties agree that the following terms shall apply should SMPI license, sell, or otherwise assign (‘License’) any rights in the submitted Project to an SMPI selected third-party Licensee prior to the End Date: 

(A) Individual License (as example, if SMPI licenses the submitted project individually to a third-party): SMPI will receive 25% of any license fee and/or royalties or re-use fees received therefrom; Artist shall receive 75% of SMPI’s net proceeds of such license fee and/or royalties/re-use fees.

(B) Collection licensed to a third-party or created by SMPI (definition of Collection is two or more Short Film/Video and/or Still Art and/or Other Projects of which the Short Film/Video and/or Still Art and/or Other is one).  If an Artist’s entire Short Film/Video and/or Still Art and/or Other is included in the Collection, the Artist will receive a pro rata share of 50% of SMPI’s net proceeds therefrom.  Pro ration will be dependent upon number of Short Film/Video and/or Still Art and/or Other included in the collection.

(C) Sponsor License: Notwithstanding the foregoing, in the event Licensee of the Project or Collection is a sponsor of SMPI or the Project (‘Sponsor’) as determined by SMPI, SMPI will retain 100% of all proceeds, if any, from any such license fees.

(D) SMPI’s net proceeds for the purposes of this Paragraph 8 shall be defined, computed, paid, and accounted for pursuant to SMPI’s standard definition, which shall include allowances for deduction from gross receipts SMPI’s customary deductions including, without limitation, distribution fees, distribution expenses, and overhead. SMPI shall make semi-annual (i.e., twice per year) reports to Artist, provided, however, that SMPI need not issue a report if Artist has not accumulated revenue to report. SMPI shall issue checks to only the Artist on a semi-annual basis so long as total revenue for an Artist has reached a minimum of $25.  Artist is solely responsible for any liabilities, debts, wages, taxes, commissions, and fees owed by Artist or Artist’s Team Members. 

(7) SMPI shall not assign or license any rights in and/or to the submitted Project to any third-party which would preclude Artist from exercising remaining rights in and/or to the Short Film/Video and/or Still Art and/or Other as set forth above at Paragraph 8 and/or in this paragraph (as applicable) without written permission of Artist. 

(8)  Should Artist receive a distribution offer prior to the End Date and not initiated by SMPI, Artist may enter into the deal provided the following requirements are met: (i) SMPI gives authorization in writing; and (ii) SMPI receives five percent (5%) of all distribution proceeds.

(9) Artist hereby acknowledges that participation in Strong Mind Festival is without remuneration or monetary compensation whatsoever by Strong Mind Project, Inc., or its agents, employees, officers, sponsors, or shareholders. The sole consideration for participating in Project is the screening (if selected, in-person or online) of Artist’s Project being Short Film/Video and/or Still Art and/or Other at the conclusion of the Project; and the possibility, although not the obligation by SMPI, for future screenings and distribution; and the opportunity for publicity or exposure for being a Participant.

(10) Artist acknowledges that, in the event of any breach by SMPI or any third-party: (i) the damages, if any, caused to Artist thereby will not be irreparable or sufficient to entitle Artist to seek injunctive or other equitable relief; (ii) Artist’s sole rights and remedies in such event will be strictly limited to the right to only actual out-of-pocket fees if any (but not attorneys’ fees, litigation costs, compensatory consequential damages, or punitive damages) in an action at Law; (iii)   Artist shall not rescind or terminate this Agreement or any of SMPI’s rights hereunder; and (iv) under no circumstances shall Artist enjoin the exhibition or other exploitation of the Project, Short Film/Video and/or Still Art and/or Other, or any subsidiary or allied rights with respect thereto, thereby this remedy is waived by Artist.

(11) Artist shall not assign this Agreement or any of its obligations hereunder without SMPI’s prior written consent.  SMPI may freely assign all or partial rights and obligations under this Agreement to any other party. Artist agrees that they shall not be an employee or agent of SMPI for any purpose, including all tax obligations, as the Parties are contractors independent of one another, and shall not have any authority to bind or cause SMPI to be bound to any contracts.

(12) Artist hereby acknowledges that “Making of Strong Mind Showcase” (the ‘Documentary’) may be shot during the Project.  Artist agrees to allow camera crews to tape his/her works, projects and the Artist themselves during any production stage of Project; and further agrees to immediately provide to SMPI  signed release for each of his/her participating team, cast, and crew members. SMPI has no obligation whatsoever to produce or exhibit the Documentary.

(13) SMPI will not be liable for any special, indirect, or consequential damages, without limitation, or damages arising under any Claim or cause of action, including contract, warranty, strict liability, or tort, in whole or in part, whether or not SMPI has been advised of the possibility of such damages. Furthermore, it is understood that SMPI’s total liability for any Claims and/or causes of action shall not exceed, and is limited to, the total amount paid to SMPI in entry fees by Artist under this Agreement. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

(14) This Agreement shall be governed by and construed in accordance with the internal Laws of the Commonwealth of Pennsylvania, without any reference to its Conflicts of Laws and provisions, and shall be solely litigated by the Court of Common Pleas of Westmoreland County.