40 WEST ARTS ARTIST AND PERFORMER AGREEMENT This agreement (the “Agreement”) is made as of [insert date], by and between 40 West Arts District, Inc. (“40 WEST”) a Colorado non-profit corporation with an address of 1560 Teller St., Lakewood, Colorado 80214 and the following person(s): 1. Name: 2. Organization: 3. Address: 4. Email Address: 5. Telephone Number: The person(s) and organization(s) identified above are referred to herein as “ARTIST.” RECITALS A. 40 WEST is an organization which operates various art exhibitions and promotes various types of art in Colorado. B. 40 WEST and ARTIST desire to agree on terms by which ARTIST may exhibit their art or perform in connection with 40 WEST’s exhibitions. C. The parties desire to memorialize their agreement with regard to ARTIST’s services. NOW, THEREFORE, in consideration of the parties' mutual obligations and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: AGREEMENT 1. Services to be Provided by ARTIST.  ARTIST agrees to perform [specify type of performance] (the “Performance Art”) on [date] between [insert time] and [insert time] at [address] or such other date, time, and location as may be designed by 40 WEST in writing.  ARTIST agrees to exhibit [specify name of piece] (the “Art Installation”) from [date and time] to [date and time] at [address]. 2. Time of Performance and Exhibition. The Parties agree and acknowledge that 40 WEST may make reasonable changes to the schedule described in Paragraph 1 by providing written notice to ARTIST at the email address or address provided above. However, time is of the essence with respect to ARTIST’s obligations to provide Performance Art and Art Installations. Artist shall be on site and ready to fulfill this Contract at least thirty (30) minutes before the time they are scheduled to provide Performance Art or exhibit their Art Installation. The removal and clean-up of ARTIST’S work shall be done within thirty (30) minutes after the conclusion of Performance Art or within twenty-four (24) hours of the last date and time of the exhibition in the case of Art Installations. If ARTIST fails to comply with these provisions, any property left by Artist (including, without limitation, the Art Installation) will be considered abandoned. 40 WEST may remove, sell, destroy, or dispose of any abandoned property at its discretion and without any further notice, obligation or compensation to ARTIST. Artist shall be responsible for all costs or damages incurred by 40 WEST in connection with the handling of abandoned property. -2- \\\BO - 073045/000620 - 185336 v1 3. Compensation for Services. In exchange for the services provided by ARTIST, 40 WEST agrees to compensate ARTIST ________ ($___). Payment will be provided to ARTIST by check within 10-14 business days at the address specified herein. Payment will only be made following satisfactory discharge of ARTIST’s obligations under this Agreement. ARTIST agrees to provide 40 WEST with an I.R.S. Form W-9 prior to the date and time of their Performance Art or the setup and installation of the Art Installation. 40 WEST reserves the right to withhold payment, in whole or in part, to the extent ARTIST fails to comply with this Agreement. 4. Acknowledgements of ARTIST. ARTIST hereby acknowledges and agrees that: a. ARTIST has the requisite skill, training, experience, and physical ability to perform the work contemplated by the Agreement safely and professionally. b. ARTIST shall be solely and completely responsible for transport, delivery, assembly, maintenance, supervision, safety, disassembly, site cleanup, and transport of the Art Installation and/or of all equipment, props, costumes, or other personal property needed to effectuate the Performance Art. c. ARTIST agrees and acknowledges the Art Installation may be placed in a public location where persons may interact with the Art Installation in expected or unexpected ways. ARTIST shall ensure the Art Installation is safe and will pose no risk of injury to any person(s) or property. d. ARTIST shall ensure the Performance Art is conducted in a manner that is safe and will pose no risk of injury to any person(s). e. 40 WEST may, but it not required to, make unlimited use of photographs, voice clips, graphical representations, and video of ARTIST, the Performance Art, or the Art Installation in any manner and in any medium anywhere in the world, including, but not limited to, in radio and television broadcasting and webcasts, in periodicals, newspapers, on web sites, on posters and in other merchandising, in connection with the promotion of the 40 WEST, with no additional compensation to ARTIST and without any consultation with ARTIST concerning the manner in which they or their work is portrayed. f. 40 WEST may, but it not required to, charge admission or solicit donations to view the Art Installation or Performance Art or otherwise sell goods or services in connection with events featuring the services to be provided hereunder. ARTIST shall not be entitled to any portion of the proceeds from any such activities. 5. Relationship of Parties. The parties understand and agree that ARTIST is an independent contractor and that ARTIST is not an employee, agent or servant of 40 WEST. Nor is ARTIST entitled to employment benefits from 40 WEST. The parties do not intend for this Agreement to create a partnership, joint venture, employer-employee, or similar relationship between the parties. ARTIST shall not represent him or herself as an agent or employee of 40 WEST. ARTIST AGREES AND UNDERSTANDS THAT HE OR SHE IS NOT ENTITLED TO WORKER’S COMPENSATION INSURANCE BENEFITS AS A RESULT OF THIS RELATIONSHIP AND THAT ARTIST IS SOLELY RESPONSIBLE FOR PAYING ALL FEDERAL AND STATE TAXES ON ALL MONIES EARNED FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, SOCIAL SECURITY, MEDICARE, FEDERAL OR STATE INCOME TAX, AND UNEMPLOYMENT COMPENSATION PAYMENTS. As an independent contractor, ARTIST agrees that: a. ARTIST does not have authority to act for 40 WEST, or to bind 40 WEST in any respect whatsoever; b. ARTIST has and hereby retains general control of and supervision over the performance of ARTIST’s obligations hereunder; c. 40 WEST will not provide training to ARTIST; d. ARTIST will not receive benefits of any kind from 40 WEST; -3- \\\BO - 073045/000620 - 185336 v1 e. ARTIST represents that he or she is engaged in providing similar services to the general public and is not required to work exclusively for 40 WEST. Nor is 40 WEST required to use ARTIST’s services exclusively. 40 WEST makes no representations or warranties as to a minimum or maximum procurement of services hereunder; f. All services are to be performed solely at the risk of the ARTIST and ARTIST shall take all precautions necessary for proper performance thereof; and g. ARTIST shall not combine its business operations in any way with 40 WEST and each party shall maintain their operations as separate and distinct. 6. Right to Provide Parameters for Job Performance. In performance of the work contemplated by this Agreement, the ARTIST has the primary duty to control and direct performance of the details of work. 40 WEST is interested only in the results obtained and recognizes that the performance of ARTIST’s work is dependent on the unique and specialized skills of the ARTIST. However, the work contemplated in the Agreement must meet the approval of 40 WEST and shall be subject to the terms of this Agreement as well as 40 WEST’s general right of inspection and supervision to secure satisfactory completion of ARTIST’s work according to the provisions of this Agreement. 7. Indemnity and Release. ARTIST agrees to release, indemnify, and hold 40 WEST harmless from any and all claims, counterclaims, defenses, setoffs, recoupments, debts, demands, causes of action, suits, obligations, losses, costs, expenses and liabilities of any nature whatsoever (including, without limitation, attorney's fees) in law or in equity, arising from or relating to ARTIST’s performance under this Agreement, including but not limited to, losses of, or damage to, property (including without limitation the Art Installation or ARTIST’s property used in conjunction with the services rendered hereunder) and injuries to, or death of, any person including, but not limited to, ARTIST as well as employees, customers, members of the public, ARTIST and their invitees, assistances or other associates, and members of 40 WEST, regardless of whether arising during or after ARTIST’s participation in any activities or services provided by 40 WEST, and whether or not caused by the negligence of 40 WEST, ARTIST, or a third-party. ARTIST agrees and understands that this Agreement releases 40 WEST from responsibility for their injuries or death (whether or not caused by the negligence of 40 WEST) and makes ARTIST responsible for injuries to or death of others caused by him or her. The parties understand and agree that their relationship is expressly conditioned on ARTIST’s agreement to the terms and conditions contained in this paragraph. This Agreement shall not be read to invalidate or restrict any Agreement between the ARTIST and 40 WEST that affords broader protection to the 40 WEST and shall be read as a supplement to, rather than a substitute for, any such Agreement. The intent of this Paragraph is to provide 40 WEST with the broadest possible protection allowed under applicable law and this Paragraph and Agreement shall be interpreted to achieve that result. 8. ARTIST’S Obligation to Maintain Insurance. ARTIST shall  or shall not  be required to maintain his or her personal liability insurance that covers general and professional liability, bodily injury, and sexual abuse liability in the amount of at least $1,000,000 or such other amount as requested by 40 WEST. ARTIST will provide proof of individual liability insurance to 40 WEST upon demand. 9. Assignability. The services to be performed by ARTIST are of a personal nature. Accordingly, ARTIST may not assign this Agreement to a third party, nor replace their performance with another person. 40 WEST may assign this Agreement by providing written notice to ARTIST. 10. Termination of Agreement. This Agreement may not be terminated by Artist. 40 WEST may terminate this Agreement at any time in the event ARTIST violates the terms of this Agreement or fails to produce a result that meets the specifications of this Agreement. 40 WEST may also terminate this agreement at any time and for any reason by giving ARTIST seven (7) days written or verbal notice or without notice if circumstances beyond 40 WEST’s reasonable control make it commercially unreasonable to move forward with the activities contemplated by this Agreement. Upon termination of this Agreement, the Parties’ obligations to one another shall cease and be of no further effect. -4- \\\BO - 073045/000620 - 185336 v1 11. Miscellaneous Provisions. a. Authority – Each signatory to this agreement represents and warrants that they have full authority to execute this agreement on behalf and that their signature constitutes full, binding, and effective agreement of the party or parties for whom they are signing. b. Notices – Any written notice required or permitted under this Agreement shall be deemed to have been properly given when delivered personally or deposited in United States mail, return receipt requested, and addressed to the party at the party’s address as stated herein. c. Modifications or Amendments – No modifications or amendments will be made to this Agreement unless in writing and signed by both of the parties hereto. d. Waiver – No waiver of any provision of this Agreement, or any right or obligation of a party, will be effective unless in writing, signed by both parties hereto. The failure of either party to enforce a right created by this Agreement shall not constitute a waiver of that right. e. Entire Agreement - This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written communications, agreements and understandings with respect to the subject matter herein contained. f. Severability - It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under the law. Accordingly, if any provision of this Agreement shall prove to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and in lieu of each provision of this Agreement that is illegal, invalid or unenforceable, there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. g. Governing Law – This Agreement will be governed and construed in accordance with the laws of the State of Colorado. h. Choice of Forum - All judicial proceedings arising out of or relating to this Agreement may be brought only in a state or federal court of competent jurisdiction over Lakewood, Colorado. By execution of this Agreement, ARTIST accepts the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. i. Attorneys’ Fees – In the event that ARTIST shall be found to be in default or breach of this Agreement by a court of competent jurisdiction, ARTIST shall be liable to pay all reasonable attorneys’ fees, court costs and other related costs and expenses incurred by 40 WEST in prosecuting its rights under this Agreement. j. Construction- The paragraph headings of this Agreement are inserted for convenience and in no way define, limit, or describe the scope or intent of this Agreement. k. Waiver of Jury Trial – ARTIST and 40 WEST hereby agree to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this wavier is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. ARTIST and 40 WEST warrant and represent that each has had the opportunity to review this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial rights. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. -5- \\\BO - 073045/000620 - 185336 v1 l. Binding Effect – This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereby sign this document to acknowledge their intention to be bound by the terms set forth above. 40 West Arts, Inc. ARTIST: Manager (print name) (print name) Signature Signature Date Date