ARTIST CONSIGNMENT AGREEMENT
This agreement confirms arrangements whereby you are consigning to us, NONPROFIT ART CORPORATION, the works of
art identified on Schedule A to this agreement (the
"Art") which we will sell, as your agent, under
the terms and conditions outlined in this agreement.
1. Our Responsibilities.
(A) Display of Image, Price and Biographical Information. We will display on the NonprofitArt.com Internet web site (the "Web Site"), at no charge, an electronic image of the Art and other information related to the Art including, title, description, sales price, a summary of biographical information provided by you on Schedule B (submission guidelines) to this agreement and any other information pertinent to facilitating the sale or future licensing of the Art. We will provide a copy of this information to you for review. If, however, you do not object within five (5) days after we send the information, we will assume that you approve and post accordingly. In all cases the information will be displayed subject to other applicable terms of this agreement.
(B) Web Site Content. We will pay for and maintain the Web Site and will retain complete control of the Web Site's features and content. This means that NonprofitArt.com will decide what to display, and how to display the Art and related information on the Web Site.
(C) Notification of Sale. We will notify you via e-mail, facsimile, or telephone within 24 hours after the sale of any of the Art. You will be deemed to have received a notice on the date that an e-mail or facsimile is sent or a telephone call is made. Nonprofit Art Corporation will expect a quick response time so as to deliver the product to the customer as soon as possible.
(D) Collection and Payment. We will be responsible to collect sales proceeds and any applicable sales taxes. We will pay you 50% of the net retail price of the Art indicated on Schedule A to this agreement within 30 days after NonprofitArt.com receives payment.
2. Your Responsibilities.
(A) Rights to Display and Use Images and Information. By signing this agreement you agree to grant us the right to display on the Web Site and use in our promotional activities images of and information relating to the Art along with any or all of your biographical information provided on Schedule B to this agreement.
(B) Ownership of the Art. You represent and warrant that you are the sole and absolute owner(s) of the Art and all copyright, trademark, publicity, and other rights therein, that you have the right to consign the Art for sale, that the Art is and will be kept free and clear of any and all encumbrances, liens and claims and that clear title and right to possession will pass to the purchaser of the Art upon the completion of a sale. We reserve the right to cancel a sale if, in our best judgment your representations to us concerning the Art are inaccurate in any respect.
(C) Images of the Art. You, as the artist, will provide us with images of the Art for display on, or for use in creating an image display on the Web Site at www.nonprofitart.com. Such images may be slides, transparencies, high-quality photographs, digital images or other similar images.
(D) Sales Rights. By signing this agreement you agree that, other than sale of the Art on your personal Web Site, if applicable, we will have exclusive rights to sell the Art as identified on Schedule A, on the Internet during the term of this agreement. This does not prevent you from selling the Art through other non-Internet venues, such as galleries, shops or studios, or other works not listed on this Schedule.
(E) Notices. You, as the artist, will notify us within 24 hours after the sale of the Art through another means and at least 7 days in advance of any times when you, or someone working at your direction, will be unavailable to arrange for shipment of Art within 7 days of a sale. Notices may be given via e-mail, facsimile or telephone.
(F) Delivery of Art upon Sale>. You, as the artist, will arrange and pay for fully-insured shipment of the Art to the customer within 2 days of receipt of a notice of a sale.
(G) Title. Title to the Art will pass to the purchaser at the time when we have both received full payment from the purchaser and the purchaser has received the Art from you.
(H) Licensing of Art Displayed on Web Site. You hereby appoint us as your exclusive agent in the negotiation of licensing agreements for Art displayed on the Web Site where the licensing inquiry is channeled through the Web Site. As your agent we will be entitled to receive up to 15% (with the actual percentage being based on industry standards for the type of licensing arrangement) of the total gross amount you derive from any such licensing agreement.
(I) Indemnification. You agree to indemnify us and hold us harmless from and against any and all claims, demands, losses, liabilities and expenses (including reasonable attorneys fees) relating to the claimed breach of any of your obligations, representations or warranties in this agreement.
(J) Authority to Enter into this Agreement. If you are a corporation, partnership, or other entity, you represent and warrant that the individual signing on your behalf is authorized to enter into this agreement and that upon execution hereof, this agreement will be a valid, binding and enforceable obligation of such entity.
Either of us may terminate this agreement upon 15 days written notice. Your indemnification obligations will survive termination of this agreement.
This agreement constitutes the entire agreement between us. Any changes to the agreement must be in writing. If any one or more of the provisions of this agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected. This agreement shall be governed by and construed in accordance with the laws of the State of California. All disputes (other than the seeking of temporary or preliminary injunctive relief) between us shall be settled by arbitration in Los Angeles County, California, in accordance with the rules of the American Arbitration Association. Each of us consents to the jurisdiction of the Superior Court of Los Angeles County and/or the United States District Court for the Southern District of California for entry of any arbitration award or for seeking temporary or preliminary injunctive relief. If either of us brings an action or legal proceeding with respect to this agreement, the prevailing party shall be entitled to recover their reasonable attorneys' fees and costs.
Kindly indicate your acceptance of the foregoing by signing and forwarding to us the duplicate copy of this agreement which, together with the attached schedules constitutes the entire agreement between us.
Dated: _______________ Very trully yours, AGREED AND ACCEPTED NonprofitArt Corporation x_____________________ By: ____________________
Art Subject to the Agreement