Contract Templates, Terms & Conditions

Copyright, Use of Likeness, Intellectual Property Rights. All plans for advertising, unique campaign ideas, slogans, copy themes, preliminary sketches, layouts, copy, finished artwork, television and radio commercials, and other similar material prepared for TCU and purchased for TCU’s account by Service Provider and paid for by TCU in accordance with the terms of this Contract, shall be the exclusive property of TCU, except to the extent that rights therein shall have been reserved by third parties, including, but not limited to, actors, photographers, and persons engaged or employed by Service Provider to compose the words and/or music of musical compositions used on behalf of TCU. Any material prepared or proposed by Service Provider but not accepted by TCU including, without limitation, rejected or unused advertising programs, campaigns, plans and ideas prepared by Service Provider, shall remain Service Provider’s property (regardless of whether the physical embodiment of creative work is in TCU’s possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other non-competing clients for their use, provided that such submission or use does not involve the release of any confidential information regarding TCU’s business or methods of operation, or use of TCU’s images or brand, including the likeness of any TCU student-athlete or person affiliated with TCU.

1. Service Provider shall use commercially reasonable best efforts to ensure, to the fullest extent possible under law, that TCU shall own any and all right, title and interest in and to, including copyrights, trade secret, and other intellectual property rights (excluding patent rights), with respect to Advertising created by Service Provider or at Service Provider's direction for TCU pursuant to this Contract and utilized by TCU. Exceptions include stock music, illustration, music or film/video footage that is licensed on a per-use basis and for which ownership rights cannot be transferred. TCU’s ownership rights set forth herein therefore may be limited by the Service Provider obtaining limited licenses from third parties with TCU’s prior written consent (“Third Party Rights”). Service Provider must obtain TCU’s written consent to use any of TCU’s marks for marketing and advertising purposes beyond the terms of the Contract.
2. Service Provider may use any advertising materials produced by Service Provider hereunder and owned by TCU on Service Provider’s creative reel or portfolio and for criticism and commentary purposes whether in digital form or any other form now known or hereafter devised, for a period of three years after the last engagement with TCU under this or any other Contract between the parties. TCU reserves the right to request that Service Provider stop using the university’s marks if/when the contract expires or if/when any business actions by Service Provider do not align with TCU’s brand.
3. Service Provider acknowledges and agrees that any creative concepts or development must be integrated to the overall Texas Christian University Brand managed by the University’s centralized Marketing & Communication Division. In this regard, Service Provider agrees to comply with TCU’s Stylebook, Brand Standards, Color Palette and Web and Social Media standards or other approved policies or standards related to University’s marketing and communication. Service Provider must adhere to TCU’s visual brand standards which can be found at https://www.brand.tcu.edu. Additionally, if Service Provider has responsibility to buy advertising media, print, electronic, online or digital, which contain TCU’s marks or name, those activities must also be coordinated with the media buying activities of the University’s centralized Marketing & Communication Division to ensure compliance and to avoid duplication. If Service Provider fails to comply with these terms, conditions and guidelines, then Service Provider agrees to revise or adjust any and all deliverables and work product so that they do comply with these terms, conditions and guidelines. Further, Service Provider agrees to bear all costs of remedying the violation and bringing the work product into compliance.
4. Service Provider will have no rights by reason of this Contract in any intellectual property whatsoever, whether or not patentable or copyrightable, generated wholly or in part as a result of Service Provider services under this Contract. Service Provider agrees to release all rights to design to TCU and grants and assigns all rights in the work product provided to TCU in all forms and media in all languages throughout the world, including but without limitation all statutory and common-law copyrights therein and the exclusive right to print, publish, sell and otherwise exploit the work and to authorize others to do so. Service Provider represents and warranties that the work provided to TCU is original and does not infringe upon any statutory copyright or upon any common law, proprietary, or any other right of any kind whatsoever.
5. Service Provider shall have no right to publish, re-publish, adapt, exploit, exhibit, perform, reproduce, edit, modify, make derivative works, distribute, display or otherwise use or re-use the name, image, voice and/or likeness of any TCU student-athlete, student, employee, officer, director, trustee or agent, in connection with any product or service in all markets, media or technology now known or hereafter developed in perpetuity throughout the universe including advertising, promoting and merchandising a product or service without TCU’s prior written consent, which may be withheld in TCU’s sole discretion.

Name, Image and Likeness, Copyright, Intellectual Property Rights. Service Provider will have no rights by reason of this Contract in any intellectual property whatsoever, whether or not patentable or copyrightable, generated wholly or in part as a result of Service Provider services under this Contract. Service Provider agrees to release all rights to design to TCU and grants and assigns all rights in the work product provided to TCU in all forms and media in all languages throughout the world, including but without limitation all statutory and common-law copyrights therein and the exclusive right to print, publish, sell and otherwise exploit the work and to authorize others to do so. Service Provider represents and warranties that the work provided to TCU is original and does not infringe upon any statutory copyright or upon any common law, proprietary, or any other right of any kind whatsoever.

Service Provider shall have no right to publish, re-publish, adapt, exploit, exhibit, perform, reproduce, edit, modify, make derivative works, distribute, display or otherwise use or re-use the name, image, voice and/or likeness of any TCU student-athlete, student, employee, officer, director, trustee, invitee or agent, in connection with any product or service in all markets, media or technology now known or hereafter developed in perpetuity throughout the universe including advertising, promoting and merchandising a product or service without TCU’s prior written consent, which may be withheld in TCU’s sole discretion.

Insurance. Without limiting any liabilities or any other obligations of Service Provider, Service Provider shall provide and maintain the minimum insurance coverage listed below. Coverage will be provided with forms and insurers acceptable to TCU, until all obligations under this Agreement are satisfied.

1. Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of its employees engaged in the performance of the Services, and Employers’ Liability insurance with statutory Texas limits and a waiver of subrogation in favor of TCU.
2. Comprehensive General Liability insurance with a minimum combined single limit of ONE MILLION DOLLARS ($1,000,000) each occurrence AND TWO MILLION DOLLARS ($2,000,000) General Aggregate. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for Contractual and employee acts), blanket Contractual and products and completed operations. Said policy shall contain a severability of interests’ provision and a waiver of subrogation in favor of Texas Christian University and the Texas Christian University Board of Trustees, their agents, officials, and employees.
3. Comprehensive Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1,000,000) each occurrence with respect to Service Provider’s owned, hired or non-owned vehicles, assigned to or used in performance of other services. Said policy shall contain a waiver of subrogation in favor of Texas Christian University and the Texas Christian University Board of Trustees, their agents, officials, and employees.
4. Excess or Umbrella Liability insurance with a minimum limit of FIVE MILLION DOLLARS ($5,000,000). The Excess or Umbrella Liability insurance policy will follow form to the policies required above.
5. Errors and Omission Liability insurance with a minimum limit of ONE MILLION DOLLARS ($1,000,000) per occurrence.
6. Cyber Liability insurance with a minimum limit of ONE MILLION DOLLARS ($1,000,000) per occurrence.
7. All policies identified above are to be written with insurance companies rated A-VII or greater according to the AM Best rating organization.
8. The policies required above shall be endorsed to include Texas Christian University and Texas Christian University Board of Trustees, their agents, officials and employees as additional insureds to the extent of the negligence of Service Provider and its employees and agents and shall stipulate that the insurance afforded Service Provider shall be primary insurance and that any insurance carried by Texas Christian University and Texas Christian University Board of Trustees, their agents, officials or employees shall be excess and not contributory insurance to that provided by Service Provider.
9. A certificate of insurance acceptable to TCU shall be issued to TCU as evidence that policies providing the required coverages, conditions and limits are in full force and effect. Such certificate shall identify this Agreement and contain provisions that coverage afforded under the policies will not be canceled, terminated or materially altered until at least 30 days prior written notice has been given to TCU. Certificates of insurance should be addressed as follows:
   
   Texas Christian University
   Attn: Drew Solomon, Director of Insurance and Risk Management
   TCU Box 297110
   Fort Worth, TX 76129
10. Failure on the part of Service Provider to procure or maintain required insurance shall constitute a material breach of contract upon which the University may immediately terminate this Agreement.

Accessibility. It is TCU’s policy to afford equal access and opportunity to individuals with disabilities with respect to employment, services, programs and activities of TCU in accordance with federal, state, and/or local laws, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973.  This includes effective communication and access to electronic and information communication technology resources for individuals with disabilities.

Accordingly, Service Provider shall: (1) deliver all services and products in a format which conforms to the Web Content Accessibility Guidelines, Version 2.1, Level AA (“WCAG 2.1 AA”) [https://www.w3.org/TR/WCAG21/ [w3.org]], published by the Web Accessibility Initiative of the World Wide Web Consortium (“W3C”) [www.w3.org [w3.org]], and/or any stricter accessibility requirements that may be adopted by federal, state and/or local laws, rules and regulations (collectively, the “Accessibility Guidelines”); (2) prior to delivery of any service or product, test it for conformance with the Accessibility Guidelines, and report the testing results, in writing, to TCU’s Director of Website Management; (3) promptly respond to and remediate any deliverable which is not in conformance with the Accessibility Guidelines set forth above, at Service Provider’s sole cost and expense; and (4) defend, indemnify and hold harmless TCU, its agents and employees against all claims, suits, actions, damages, losses and expense, including, but not limited to, reasonable attorneys’ fees, if a deliverable fails to conform with any of the applicable Accessibility Guidelines.  Failure to comply with these requirements shall constitute a breach and be grounds for termination of this Agreement.

Service Provider agrees that deliverables shall not be considered in compliance with this provision until approved by TCU’s Website Management.