Designer Email: Same as entered above in this online form.
(Collectively, the “Parties” and individually a “Party”)
- Purpose and Scope
1.1 Purpose.
The purpose of this Agreement is to set forth the terms and conditions under which the Designer will participate in Runway 817’s fashion show events and receive associated promotional, marketing, and partnership services, as detailed in Exhibit A (Fashion Show Menu).
1.2 Scope of Services.
- Runway 817’s Responsibilities:
- Provide event production, including runway staging, lighting, venue, technical support, and overall event management.
- Include the Designer in the selected partnership package (Student Designer), which may include runway participation, promotional interviews, media outreach, and additional services.
- Conduct and coordinate marketing and promotional activities prior to, during, and following the Event.
- Designer’s Responsibilities:
- Provide designs, samples, or creative materials as required by Runway 817 on or before specified deadlines.
- Adhere to event guidelines, deadlines, and production schedules.
- Engage in promotional activities as reasonably requested by Runway 817.
- Partnership Packages & Fashion Show Menu
The Designer hereby selects the following package:
Student Package
Each package includes specific benefits and deliverables as detailed in Exhibit A (the “Fashion Show Menu”), which is incorporated herein by reference. The Designer acknowledges receipt of a copy of Exhibit A.
- Payment Terms
3.1 Fees.
- Student Designers are not required to pay any fees
- Intellectual Property
4.1 Ownership.
- All creative works, designs, and intellectual property provided by the Designer remain the exclusive property of the Designer.
- The Designer grants Runway 817 a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the Designer’s materials solely for promotional and marketing purposes related to the Event.
4.2 Usage Rights.
Runway 817 shall ensure that all uses of the Designer’s materials in digital or printed media are appropriately credited to the Designer.
- Confidentiality and Non-Disclosure
5.1 Definition of Confidential Information.
“Confidential Information” means any information or material disclosed by one Party to the other, whether written, oral, electronic, or otherwise, that is designated as confidential or that should reasonably be understood to be confidential.
5.2 Non-Disclosure Obligations.
- Both Parties agree to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing Party, except as required by law.
- This obligation shall survive the termination of this Agreement for a period of [two (2) years].
5.3 Exclusions.
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement;
- Was already known by the receiving Party at the time of disclosure; or
- Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.
- Liability, Indemnification, and Insurance
6.1 Limitation of Liability.
- In no event shall Runway 817 be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, regardless of the cause of action.
- Runway 817’s total liability under this Agreement shall not exceed the total fees paid by the Designer hereunder.
6.2 Indemnification.
- The Designer agrees to indemnify, defend, and hold harmless Runway 817, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
- Any breach by the Designer of this Agreement;
- The Designer’s participation in the Event; or
- Any infringement of intellectual property rights or violation of applicable law by the Designer.
- Cancellation and Force Majeure
7.1 Cancellation by the Designer.
If the Designer cancels their participation after execution of this Agreement, any placement in the show is removed from the designer and shall not be replaced
7.2 Cancellation by Runway 817.
In the event that Runway 817 cancels the Event due to circumstances beyond its control, including but not limited to natural disasters, acts of God, or other force majeure events, Runway 817 shall refund all payments made by the Designer. Runway 817 shall have no further liability for any additional costs, damages, or losses incurred by the Designer.
7.3 Force Majeure.
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, government orders, or any other events constituting force majeure.
- Dispute Resolution
8.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
8.2 Arbitration.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in [Dallas, Texas]. The decision of the arbitrator(s) shall be final and binding upon both Parties.
- Miscellaneous
9.1 Entire Agreement.
This Agreement, including Exhibit A (Fashion Show Menu), constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, and communications, whether oral or written.
9.2 Amendments.
No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
9.3 Severability.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.4 Assignment.
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
9.5 Notices.
Any notices required or permitted under this Agreement shall be in writing and delivered by certified mail, email (with receipt confirmation), or courier to the addresses provided above or to such other address as either Party may designate by written notice.
Signature Agreement
By signing below, each Party acknowledges that it has read, understands, and agrees to be bound by all the terms and conditions of this Agreement.
