Cooperation Agreement

Stadt Wien Kunst GmbH

Geschäftsbereich FOTO ARSENAL/FOTO WIEN Museumsplatz 1, Stiege 2

1070 Vienna, Austria

FN: 375512z

(Referred to here as FAW/FW)

Represented by:

Dr. Wolfgang Kuzmits (Managed by Stadt Wien Kunst GmbH) and Mag. Felix Hoffmann (Artistic Director, FOTO ARSENAL WIEN/FOTO WIEN)

and

Partner institutions registered according to an Open Call by FOTO WIEN 2023.

Preamble

Both contractual partners have decided to cooperate for the festival FOTO WIEN 2023. Both contractual partners mutually recognize their legal position and ability to enter binding obligations to the companies/institutions that they each represent. Both contracting parties state that their independence and individual responsibility will be preserved, despite the planned intensive cooperation for the project FOTO WIEN 2023.

In 2023 FOTO WIEN will be hosted for the first time by FOTO ARSENAL WIEN, which was founded in the summer of 2022. The festival will take place from June 1 to 30, 2023.

During the festival period, selected program partners will organize exhibitions and events on their premises, at their own expense, under their own direction, and in other formats that will be included in the program of FOTO WIEN 2023.

Both contractual partners mutually agree to comply with these agreements in their entirety and will indemnify and hold each other harmless for any misconduct or shortcomings on the part of the other party. This applies to the consequences of postponements or cancellations of the entire project or parts of it, irrespective of whether these are related to the COVID-19 pandemic or similar events.

1. Festival Program and Cooperation Formats

The program partners and FAW agree on the following basis for their cooperation:

1.1 Services of FAW within the scope of FOTO WIEN 2023

1. a) Publications and promotional materials: FAW presents and promotes the festival with invitations, flyers/postcards, posters, and other out-of-house measures including social media channels, press and media relations, and high-quality publication (at cost) in book form. For the entire event, FAW will provide promotional materials related to the event including flyers/postcards, invitations, and posters free of charge to the program partners.

1. b) Website: FAW will set up a website for the program partners with direct links to the presentation of their projects under the name of the institution.

1. c) The promotion of FOTO WIEN 2023 is under the direction and responsibility of FAW. It is up to FAW to decide which partners will be included in communications.

1. d) FAW will provide the partners with invitations to the festival opening and special events at the festival headquarters.

1.2 Services Provided by Program Partners in Context of FOTO WIEN 2023

1. a) Advertising Material: The program partners pledges to place the words FOTO WIEN 2023 provided by FAW (logo available on website, fotowien.at) with the wording “A project of FOTO WIEN 2023” on the title page or main page on all additional and independently produced advertising material or any documentation material (such as posters, flyers, folders, catalogs, and videos) in clear and unaltered form.

These rules also apply to project presentations on the internet (such as the use of the festival logo on a project’s own website). If it is not possible to use the logo—for entries in various event calendars or for e-newsletter mailings—the phrase “A project of FOTO WIEN 2023” must be employed.

These measures serve to ensure a coherent overall appearance of the festival.

1. b) The program partners are obliged to link their website to fotowien.at and communicate within social media with #fotowien.

1. c) The program partners are to hang at least one FOTO WIEN 2023 poster in a clearly visible position at the entrance of the venue and to prominently display advertising material.

1. d) The program partners are to document their promotion of the project (including poster locations) with photographs, which they are to send to FAW at the end of events or on an ongoing basis.

1. e) The program partners will provide FAW with three to five photographs (printable files in high resolution (300 dpi) in tiff/jpeg format as well as web-optimized photos in jpg format) including the complete credit line and agree that FAW may use them free of charge for communication, particularly for media work, provided that the copyright is listed. The program partner agrees that photographic material provided may be modified for communication measures for FOTO WIEN 2023, especially for social media. This includes possible cropping, animating, zooming, and inserting subtitles or other text information, which may be partially superimposed on the images. The program partners guarantee that they hold the rights or have permission to use the provided image material. The program partners will send a short text as well as all necessary information and materials about the project. The deadline for sending photos, short texts, and program information is February 5, 2023; the program partners are to use the provided online form to send the materials. FAW reserves the right to edit the text provided by the program partners and to link it to existing pages of the recipient. This approach serves to ensure uniform communication of all projects.

1. f) The program partners are to grant cooperation partners of FAW/FOTO WIEN 2023 (such as Club Ö1) and the Friends of FAW, which is in the process of being founded, a reduction on the regular admission price, provided they have the appropriate legitimation. Only one discount per ticket may be claimed.

1. g) The program partners of FAW FOTO WIEN 2023 are to grant free tickets for press and marketing purposes. The number will be decided by mutual agreement after consultation.

1. h) In public relations for FOTO WIEN 2023, the program partners are obliged to explicitly and appropriately point out that they are “A project of FOTO WIEN 2023” organized by FOTO ARSENAL WIEN. The program partners will support FAW and FOTO WIEN 2023 to the best of their ability in their own media work and communication. This will be done, for example, through ongoing exchange about prominent visitors and/or participants, particularly well-attended events, and other events worthy of publication.

1. i) The program partners are to monitor visitor numbers (and, as far as possible, also visitor profile data) for their events or exhibitions and to make these and event-related figures available to FAW.

This data, along with photo documentation material, is to be sent to fotowien@fotoarsenalwien.at by July 7, 2023, for the final report.

1. j) The program partners agree to actively promote their project or event as an independent organizer.

1. k) All public relations work is part of the overall public relations work done by FAW. The program partners will conduct additional public relations activities for the project. The program partners agree to inform FAW of all public relations activities that exceed the immediate level of on-site project promotion. The goal of this coordination is to ensure a targeted and coordinated external presence. This particularly applies to the inclusion of Austrian and international media or television and radio reports.

1. l) If third parties (media representatives in particular) approach the program partners with a request for general information about FW or FOTO WIEN 2023 or FAW, the program partners will refer them directly to FAW.

1. m) Program partners declare that they are in possession of all necessary permits for carrying out FOTO WIEN 2023 and any subsequent uses (such as production of audio or video recordings) and that they will indemnify FAW against claims of third parties. The program partners agree to the promotion and marketing of FOTO WIEN 2023 within the scope of the festival by FAW. The program partners agree to provide all information (text, images, and audio information, and particularly digital image material) useful for efficient advertising in a timely manner, and to grant the necessary permission for use free of charge.

1. n) All notifications to collecting institutions (such as AKM) and authorities (such as civil officers) that may be necessary for a partner’s own exhibition or event shall be made by the program partners.

1. o) The program partners will announce all additional events such as openings, guided tours, and workshops to FAW by March 15, 2023, and submit changes by April 1, 2023, at the latest. These deadlines must be met for inclusion of programs and events on the FOTO WIEN 2023 website.

The contractual partners agree to refrain from the right to withdraw from this agreement or to terminate it. Premature termination of the agreement with good reason is excluded from this stipulation. Good cause shall be deemed to be, in particular, continual breach of contract by the respective contractual partner despite prior warning and setting of a grace period, continual hinderance/difficulty to achieve the services/projects under this agreement caused by force majeure or by third parties (such as project partners) or lack of financial resources.

FAW reserves the right to remove the partner project from the festival program of FOTO WIEN 2023 in case of substantial changes or if all data is not submitted on time.

2. Data Protection

FAW will process the project, contract, and event data for the purpose of organizing, promoting, and implementing the FOTO WIEN 2023 festival based on its overriding legitimate interests (Art. 6 para. 1 lit f DSGVO) and transfer it to selected partners (print and online media, sponsors, and cooperation partners, tourism, public funding agencies, suppliers to the festival such as website, press and graphics support, translators, and editors). The data will be kept for FAW only as long as permitted by applicable law, but in any case, for the period of statutory retention obligation. Contractual partners should contact the Data Protection Officer at FAW at fotowien@fotoarsenalwien.at in order to exercise rights related to personal data and with questions pertaining to the processing of such data.

3. General Regulations

This agreement does not establish any rights for third parties, in particular no partnership agreement or obligations that are to be jointly fulfilled regarding third parties. References made to “joint” duties are only intended to define the joint duty existing in mutual contractual relationship, not to establish any duties regarding third parties. Third parties cannot refer to this agreement or assert rights stemming from it.

Copyrights are not affected by this. Mutual, nonexclusive licenses to use works shall be granted to the necessary extent or to the extent deemed useful for the fulfillment of the present agreement. Unless expressly mentioned and promised, (exclusive) rights of use of works shall not be granted. Regarding nonexclusive rights of use of works, it is agreed that, following consultation, the contracting parties shall grant each other nonexclusive right of use of communication material produced relating to FOTO WIEN 2023. These rights of use and exploitation include any reproduction, distribution, rental, broadcasting, public performance, making available, and any exploitation on the internet and through electronic media, including media that are not currently known. Both contracting parties are exclusively entitled, but not obligated, to use and exploit, edit, and further develop all performance and works in any manner whatsoever without restriction. The contractual partners grant each another mutual rights to use their respective brands/logos/names.

The program partners shall be liable for their own event and shall indemnify and hold FAW harmless in all respects. In cases of doubt, the contractual partners do not assume any mutual warranty obligations or guarantees. In addition, they shall not assume any duties to warn or provide information, nor shall they be obligated to do so, unless expressly agreed otherwise.

The contractual partners shall be mutually liable exclusively for intent without limitation. Liability for loss of profit/consequential damage is excluded in the event of negligence. Liability for financial losses caused by slight negligence shall be limited to the agreed insurance amounts. If no insurance amounts have been agreed upon, liability for financial losses caused by slight negligence shall be excluded.

At the time of conclusion of this contract, there are no ancillary agreements other than this contract. Amendments and supplements to this contract must be made in written form. This shall also apply to any agreement deviating from this written form requirement. Withdrawal from the contract or terminations shall also be made in writing with legally valid production.

If it is determined that these contractual provisions, a subsequent amendment, or addition is invalid or becomes invalid, the validity and effectiveness of the remaining provision of the contracted shall remain unchanged. In the event of invalidity, ineffectiveness, or unenforceability, the contracting parties shall agree on a provision that is as close as possible to the economic result of this provision and is not invalid, ineffective, or unenforceable.

The contract shall be governed by Austrian substantive law to the exclusion of the conflict of laws rules.

It is agreed that the court having jurisdiction over the innermost district of Vienna shall be the place to settle all disputes arising from the contact.

Dated December 20, 2022