1. INDEPENDENT SUBMISSION
The Submitter's relationship with the AGO as created by this Call for Submissions is that of an independent contractor for the purposes of the Income Tax Act (Canada) and any similar provincial taxing legislation. It is intended that the Submitter shall have general control and direction over the manner in which its services are to be provided to the AGO under this Call for Submissions. Nothing contained in this Call for Submissions shall be regarded or construed as creating any relationship (whether by way of employer/employee, agency, joint venture, association, or partnership) between the parties other than as an independent Submitter as set forth herein.
2. NON-EXCLUSIVE SUBMISSION
The Submitter acknowledges that it is providing the Deliverables to the AGO on a non-exclusive basis. The AGO reserves the right to engage with other parties for the same or similar goods and services as those provided by the Submitter and reserves the right to obtain the same or similar goods and services internally.
3. ENTIRE AGREEMENT
This Call for Submissions (including related addenda), constitutes the entire Agreement between the parties with regard to the provision of Deliverables and supersedes any prior understanding or agreement – collateral, oral or otherwise – with respect to the provision of the Deliverables, existing between the parties at the date of execution of the Call for Submissions.
The AGO shall not be responsible for reimbursing any expenses not expressly agreed to in this Call for Submissions.
5. GOVERNING LAW
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and each party irrevocably attorns to the jurisdiction of the court system of the Province of Ontario.
The Submitter agrees to defend, indemnify and hold harmless the AGO and its directors, officers, trustees, employees, agents, and volunteers (collectively, “the AGO”) from and against all claims, demands, losses, damages, expenses, liabilities, actions, suits or proceedings (including all costs, collection expenses and legal fees) (collectively, “Losses”), in any way based upon, occasioned by, or attributable to anything done or omitted to be done by the Submitter in the course of performance of the Submitter’s obligations under, or otherwise in connection with, this Call for Submissions. The obligations contained in this paragraph shall survive the expiration or termination of this Call for Submissions. Notwithstanding anything else in the Call for Submissions, any express or implied reference to the AGO providing an indemnity or any other form of indebtedness or contingent liability that would directly or indirectly increase the indebtedness or contingent liabilities of Ontario, whether at the time of execution of the Call for Submissions or at any time during the Term, shall be void and of no legal effect.
7. LIMITATION OF LIABILITY
Neither party shall be liable for any consequential, indirect, incidental or special damages (meaning damages requiring special knowledge by one party of the other’s special circumstances) suffered by the other party with respect to any claims arising out of or in connection with this Call for Submissions. The Submitter agrees that the AGO shall not be liable for any property damage or loss, bodily injury (including death), or personal injury to the Submitter, or for any proceeding by any third party against the Submitter, arising out of the work done by the Submitter except as may arise from the gross negligence or willful misconduct of the AGO or its personnel or representatives. The covenants and agreements contained in this clause shall survive the termination of this Call for Submissions.
8. FORCE MAJEURE
Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Call for Submissions through an event of force majeure, or natural disasters, acts of terrorism, acts of prohibition of any government authority, fire, strikes, civil commotion, sickness or injury, or any other cause whatsoever beyond the control or either party. If a party seeks to excuse itself from its obligations under this Call for Submissions due to a force majeure event, that party shall immediately notify the other party. Such occurrence shall excuse non-performance and shall justify an immediate termination of this Call for Submissions, unless the Call for Submissions is otherwise amended in writing.
If a third party claims that a deliverable which the Submitter provided to the AGO infringes that party's patent or copyright, the Submitter will defend the AGO against that claim at the Submitter's expense and pay all costs, damages, and attorney's fees that a court finally awards.
The Submitter permits the AGO to photograph/film the artist/performance during the event, and reproduce the images with appropriate credit to the artist/performer for administrative, archival, press, and promotional purposes. This may include social media, the AGO website, as well as print and electronic museum publications. Such images taken, and copyright therein, shall be property of the AGO. The Submitter or representative warrants that they are authorized to give their consent to such photography and reproduction.
11. EXPIRY DATE
This Agreement expires on December 31, 2022 unless otherwise extended.