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B2V Art Submission Agreement

This Artwork Submission Agreement (this "Agreement") is made and entered into effective as of the day of , , by and between ("Contributor"), whose address is , and Los Angeles Police Revolver and Athletic Club, with its principal place of business at 1880 North Academy Drive, Los Angeles, California 90012 (the "Company”).

RECITALS

A. Company is in the business of, among other things, developing, advertising and selling various branded merchandise at its retail and online facilities to the police force and the public; and

B. Contributor is a potential vendor to Company, and wishes to participate in a bidding process for an opportunity to sell its products (the “Products”) to Company

C. Company has requested, as a part of the bidding process, that Contributor provide Company with artwork relating to the design of the products (“Artwork”) that Contributor will seek to sell

to Company if Contributor’s bid is successful.

D. Company and Contributor agree that the Artwork will incorporate Company’s intellectual property, including but not limited to Company trademarks and logos, and as such, further agree

that Company will acquire all ownership and rights to such Artwork.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and mutual promises and conditions set forth herein, the parties agree as follows:

Artwork Creation. Contributor shall create Artwork for the Company in accordance with Company’s reasonable instructions and specifications.

Product Bid. Contributor shall submit a bid for the use of the Artwork in Contributor’s products, and Company shall be free to accept or reject the bid for any reason. If Contributor is chosen as a vendor and Company issues purchase orders to Contributor, Contributor grants Company the right to use the Artwork in any form and for any purpose.

Artwork Development Fees. If Contributor is not engaged for the production of the Product but Company wishes to use the Artwork, the Company shall pay to Contributor a $500 fee to acquire all ownership of the Artwork, including use of the Artwork in any form and for any purpose that Company desires.

Ownership Interest. Contributor acknowledges that Contributor shall retain no right or interest in the Artwork. Contributor acknowledges and agrees that he is being retained to render services to the Company and that the Product created by Contributor, or created in connection with others, shall constitute "works-made-for-hire" for the Company under all copyright laws. If for any reason, any and all Product created by Contributor or elements thereof shall be deemed not to be a work-made-for-hire and/or there are any rights which do not accrue to the Company as work-made-for-hire, Contributor agrees that this Agreement shall constitute a perpetual assignment to the Company of any and all of Contributor's right, title and interest to the Product under any such copyright, trademark or other intellectual property laws, including but not limited to, any and all copyrights worldwide. Contributor hereby irrevocably and perpetually transfers, conveys, and assigns to the Company and acknowledges the Company's perpetual ownership of all intellectual property rights in addition to copyright rights, in and to the Product and any and all elements thereof, throughout the universe, and in any and all languages. Without limiting the generality of the foregoing, Contributor acknowledges that the Company shall have the right to exploit any Product and any and all elements thereof in any and all media and manners throughout the universe, whether now known or hereafter devised. Contributor affirms and represents that any services rendered in connection with any Product are and shall be wholly original and authored by Contributor, and shall not be copied or adapted in whole or in part from any other work or materials (except for materials in the public domain). Contributor further agrees to obtain and furnish to the Company a work-made-for-hire agreement or copyright assignment to the Company from any third party contributor of any copyrightable materials which Contributor causes to be included in any Product.

Representations and Warranties. Contributor represents and warrants to the Company that:

5.1 Contributor does not retain nor has granted any licenses or rights pertaining to any information or materials used by Contributor in rendering Contributor’s services that would

prevent the Company from using the Artwork and Contributor is entitled to grant all rights set forth herein.

5.2 Contributor does not have commitments, arrangements or agreements with any other parties which would by their terms affect, interfere with or preclude the carrying out of

the obligations of Contributor under this Agreement.

5.3 Contributor has no knowledge of any copyrights, trade secrets or other rights of others that are or may be infringed by the rendering of Contributor’s Services.

General Assurances. The parties agree to execute, acknowledge, and deliver all such further documents and instruments, and perform all such other acts, as may be necessary or appropriate from time to time in order to carry out the intent and purpose of this Agreement.

Miscellaneous. This Agreement shall be governed and interpreted by the laws of the State of California without regard to conflicts. If one or more of the provisions in this Agreement are deemed void or unenforceable by law, then the remaining provisions shall continue in full force and effect and shall in no way be affected, impaired or invalidated. This Agreement constitutes the entire agreement between Company and Contributor with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment, change, waiver, or discharge is sought to be enforced. Company and Contributor agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in Los Angeles County, California, and Company and Contributor hereby submit to the jurisdiction of such courts. The waiver of failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and its costs in addition to any other relief to which they may be entitled.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

Contributor	Company

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June 1, 2023 9:15 am PDT

B2V Art Submission Agreement Uploaded by Ruben Crane - rcrane@lapraac.com IP 174.127.55.122