Agreement This agreement is made by and between Mr Heath Bunting, 32c Albany Road, Bristol BS6 5LH, hereinafter "the Artist" and the Fondation Musée d'Art Moderne Grand-Duc Jean, 10 avenue Guillaume, L- 1650 Luxembourg, hereinafter "mudam" and concerns a work of art entitled "BorderXing guide" hereinafter "the work of art", realised by the artist. 1. The artist agrees to licence the work of art for installation on the Musée d'Art Moderne Grand-Duc Jean Website ("www.mudam.lu") on the following terms ("the Engagement Terms"): The work of art, as described in http://www.irational.org/heath/borderxing/production/borderxing.txt (attached here), must be ready for installation on www.mudam.lu by 30 June 2002, unless the artist agrees an alternative date with mudam in writing. 2. The Work of art will be displayed on www.mudam.lu for a period of 5 years from the date the Work of art is first installed on www.mudam.lu, or such lesser time as mudam determines at its sole discretion ("the Display Period"). On expiry of the Display Period, mudam have the option of renewing the Display Period at no additional fee. mudam shall notify to the artist, in writing within 30 days of the expiry of the Display Period, if it wishes to take up this option. 3. Fee: mudam will pay to the artist for all the rights granted to mudam by this agreement (Licence and option to purchase) and for the whole Display Period, £4,500 inclusive of VAT (the Fee). The artist will submit a valid invoice for the Fee on signature of this agreement. mudam will pay the Fee within 30 days of receipt of a valid invoice; mudam will not be able to pay the Fee unless the artist submits a valid invoice. The Fee will be paid to a bank account. The bank account details for the payment will be mentioned on the invoice. 4. Costs and Expenses: mudam will not pay any costs or expenses in addition to the Fee. 5. Intellectual Property Rights and the Licence: The artist owns the intellectual property rights in the work of art. The artist agrees that by signing this agreement he grants to mudam a world- wide irrevocable and royalty free licence to reproduce record, store, disseminate by any means (including in electronic, digital and print format) and otherwise to use the work of art and any written or visual documentation provided by the artist to mudam in relation to the work of art. mudam agrees that the Licence will not affect the artist's ability to exercise the rights granted by the Licence. The artist confirms that by exercising the rights granted by the Licence, mudam will not breach any present or future third party rights. All the obligations in relation to intellectual property will survive the termination of the Engagement Terms. 6. mudam will automatically copy the work of art from the artist Website (www.irrational.org) to its own server. The artist is responsible for technical assistance to the museum staff when this is needed, and concerns the project's daily update. 7. Credit Line: mudam determines at its sole discretion to credit or not the work of art displayed on www.mudam.lu with the following credit line: BorderXing guide is a project made by Heath Bunting as a Tate online art project, supported by Musée d'Art Moderne Grand-Duc Jean, Luxembourg 8. Option to Purchase: During the Display Period, mudam will have the second right to purchase all the intellectual property rights of the work of art. As it results from an agreement signed between Tate Gallery and the artist, Tate Gallery has the first right to purchase. Therefore, if during the Display Period the artist decides to sell to a third party, or is approached by a third party wishing to buy the intellectual property rights of the work of art, he must first offer to sell them to Tate Gallery, then to mudam in the case Tate Gallery decides not to buy the intellectual property rights of the work of art. Within 30 days of the offer, mudam will inform the artist whether or not it has decided to buy the intellectual property rights of the work of art. If mudam decides to buy the intellectual property rights of the work of art, the artist shall sell the intellectual property rights of the work of art to mudam at a price and in the terms to be agreed between mudam and the artist. If mudam decides not to buy the intellectual property rights of the work of art, the artist may offer or agree to sell them to a third party and it will be the artist's responsibility to make the third party aware of the Licence to mudam. 9. Independent Status - General: the artist agrees that he is self-employed and that nothing in the Engagement Terms will make the artist an employee of mudam. mudam will not be liable for any of the artist's acts or omissions and he will indemnify mudam against all claims brought against mudam in respect of anything that the artist has done or not done. 10. Indemnity: The artist agrees to full indemnify mudam against all costs, expenses, losses, liabilities and claims incurred or suffered by mudam or for which it may be liable due to or inconnection with the installation of the work of art on www.mudam.lu . 11. Termination: Either the artist or mudam may terminate the Engagement Terms by not less than 14 days notice in writing. If the artist terminates the Engagement Terms, mudam will not be liable to pay the Fee and the artist shall return to mudam the Fee already paid at the date of termination. If mudam terminates the Engagement Terms, mudam may, at mudam's sole discretion, pay the artist's expenses in relation to the production of the work of art incurred to date of termination. However, mudam will not pay any expenses unless the artist produces evidence that such expenses have been validly incurred. Furthermore, if the total expenses claimed exceed the value of the Fee, mudam will not be liable for any amount in excess of the value of the Fee. The artist will not have any claim for damages or other remedy against mudam if the Engagement Terms are terminated. 12. Variations, additions or deletions to these Engagement Terms may only be made if agreed in writing by the artist and mudam. 13. These agreement is governed by the laws of the Grand-Duchy of Luxembourg. Only the Luxembourg courts are qualified to interpret this agreement and to settle the possible litigations. Luxembourg, the .......... The artist mudam