Date: 27/03/02 Heath Bunting 32c Albany Road Bristol, BS6 5LH Dear Heath, 1 Agreement to License a Work of Art for the Tate Website We are delighted that you have agreed to licence a work of art entitled Borderxing for installation on the Tate Website ("the Work") and we propose that you licence the Work on the following terms ("the Engagement Terms"). The Work: The Work must be ready for installation on the Tate Website by 30 June 2002, unless you agree an alternative date with Tate in writing. The Work will be displayed on the Tate Website for a period of 5 years from the date the Work is first installed on the Tate Website, or such lesser time as Tate determines at its sole discretion ("the Display Period"). On expiry of the Display Period Tate shall have the option of renewing the Display Period at no additional fee on the terms of these Engagement Terms. Tate shall notify you in writing within 30 days of the expiry of the Display Period if it wishes to take up this option. Fee: Tate will pay you £1,000 exclusive of VAT for the Licence and option to purchase (see below) and £3,500 exclusive of VAT towards the production costs of the Work("the Fee"). You will submit a valid invoice for the Fee on signature of these Terms and Conditions. Tate will pay you the Fee within 30 days of receipt of a valid invoice, Tate will not be able to pay the Fee unless you submit a valid invoice. The Fee will be paid by cheque or electronic transfer direct to your bank account - please let us know which you would prefer and if appropriate please supply your bank account details. Costs and Expenses: Tate will not pay you any costs or expenses in addition to the Fee. Intellectual Property Rights and the Licence: You own the intellectual property rights in the Work. You agree that by signing the Engagement Terms you grant to Tate and those authorised by Tate 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 use the Work and any written or visual documentation provided by you to Tate in relation to the Work ("Related Material") ("the Licence"). Tate agrees that the Licence will not affect your ability to exercise the rights granted by the Licence. You confirm that by exercising the rights granted by the Licence, Tate and those authorised by Tate will not breach any present or future third party rights. Your obligations in relation to intellectual property will survive the termination of the Engagement Terms. Approval of Sponsors: You must seek Tate's approval, such approval not to be unreasonably withheld or delayed, prior to agreeing any sponsorship arrangements in relation to the Work which would require a credit. Credit Line: If you wish you may provide Tate with a credit line, crediting you with the Work. You shall supply Tate with the credit line no later than 30 June 2002 to Jemima Rellie for approval by Tate. Tate agrees that it will use the approved credit line in connection with the Work. Option to Purchase: During the Display Period, Tate will have the right ahead of any third party to purchase the Work. Therefore, if during the Display Period you decide to sell the Work to a third party, you must first offer to sell the Work to Tate. Equally, if during the Display Period you are approached by a third party wishing to buy the Work . before agreeing to sell the Work to them you must first offer to sell the Work to Tate. Within 30 days of you offering the Work, Tate will inform you whether or not it has decided to buy the Work. If Tate decides to buy the Work, you shall sell the Work to Tate at a price to be agreed between Tate and you or your agent. If Tate decides not to buy the Work, you may offer or agree to sell the Work to a third party and it will be your responsibility to make the third party aware of the Licence to Tate. Independent Status - General: You agree that you are self-employed and that nothing in the Engagement Terms will make you an employee of Tate. Tate will not be liable for any of your acts or omissions and you will indemnify Tate against all claims brought against Tate in respect of anything that you have done or not done. Independent Status - Tax: You will be responsible for and make your own arrangements in relation to the payment of income tax, National Insurance and other contributions. You will indemnify Tat against any tax demand (including but not limited to VAT) made against and related costs incurred by Tate in connection with the Work. You confirm by signing these Engagement Terms that you are not currently registered for VAT. If at any time before you invoice Tate for the work your turnover reaches the legal threshold you must inform Tate as soon as possible that you have reached the threshold and you must provide Tate with your VAT details. Indemnity: You agree to full indemnify Tate against all costs, expenses, losses, liabilities and claims incurred or suffered by Tate or for which it may be liable due to or inconnection with the installation of the Work on the Tate website. Termination: Either you or Tate may terminate the Engagement Terms by not less than 14 days notice in writing. If you terminate the Engagement Terms, Tate will not be liable to pay you the Fee and you shall return to Tate any part of the Fee already paid to you at the date of termination. If Tate terminates the Engagement Terms, Tate may, at Tate's sole discretion, pay your expenses in relation to the production of the Work incurred to date of termination. However, Tate will not pay any expenses unless you produce evidence that such expenses have been validly incurred. Furthermore, if the total expenses claimed exceed the value of the Fee, Tate will not be liable for any amount in excess of the value of the Fee. You will not have any claim for damages or other remedy against Tate if the Engagement Terms are terminated. Variations, additions or deletions to these Engagement Terms may only be made if agreed in writing by you and Tate. These Engagement terms shall be governed by English Law and the parties shall submit to the exclusive jurisdiction of the English Courts. If you are agreeable to this arrangement, please sign the copy of the letter and return it to me at the above address. Yours sincerely, [Jemima Rellie] Signed by: 1.1 Heath Bunting ................. Dated...............