Saample Curator Agreement

Sample Curator Agreement

The following sample agreement is for study in the development of exhibitions designed to tour to multiple venues. It was prepared by collecting actual agreements used by various American art museums and combining elements of them to arrive at a composite agreement.This sample agreement is for educational purposes only and is not to be considered a legal document. It has not been reviewed by legal counsel and may be incomplete, inaccurate and not reflective of the needs of any particluar situation.

This Exhibition Agreement (the "Agreement") is made by and between ___________________________ (the "Organizer") and ___________________________ located at ________________________________________ (the "Curator").

The Curator has created an exhibition entitled:_____________________________________________________ (the "Exhibition"). The Organizer agrees to promote and use Organizer's best efforts to rent the Exhibition to one or more museums ("Exhibitor"), accredited in good standing with the American Association of Museums, and enter into an agreement with each participating museum ("Exhibition Agreement"), all in accordance with the following terms and conditions:

I. The Exhibition

A. The proposed Exhibition consists of those Curator-selected works of art listed in the check list contained in Attachment I (a "Work" or "Works"). The Curator agrees to use Curator's best efforts to cause the Works to be lent to Organizer according Organizer's Exhibition schedule, which is not yet determined at the time of this Agreement, and for the duration of the tour as planned by Organizer. Curator agrees to promote the professional stature of the Exhibition and the Organizer to prospective lenders of Works.

B. Organizer reserves the right, concerning any Exhibitor, to not accept a Work or Works, or to withdraw a Work or Works, or to substitute a Work of Works from the Exhibition at any time for any reason. Organizer will obtain the prior consent of Curator for withdrawal or refusal of a work for purely aesthetic reasons; however, Organizer retains the sole right to withdraw, refuse or substitute a Work or Works for any other reason including, but no limited to, objections from insurers, shippers, or Organizer's registrar.

C. Organizer's agreement with Exhibitor will specify that: (i) Exhibitor will display the Works listed in the agreement between Organizer and Exhibitor in its entirety, without deletions or additions, unless specific written permission for any such change is obtained from the Organizer before the Exhibition opens at the Exhibitor's location; (ii) Exhibitor may not change the title of the Exhibition without the Organizer's advance written approval. Organizer may not change the title of the Exhibition without the Curator's advance written approval.

D. Organizer will request from Exhibitor free invitations to Exhibitor's opening event to be sent 30 days in advance of such event to Curator for subsequent distribution by Curator, at Curator's expense, to all lenders of the Works.

E. The check list of proposed works for an Exhibition will include the caption "_________________________ _________________ retains the copyright for the title and the concept for this museum touring exhibition titled '_____________________________________________________________.' All rights are reserved as of ____ 2___., © ________________, 2_____"

II. Exhibition Schedule and Other Agreements

A. Both Organizer and Curator are aware that a multi-year time gap is likely to occur between the time each Exhibitor agrees to an Exhibition and the actual public display of the art at Exhibitor's premises and that Works may be on tour for more than one year after the completion of the first showing of the Works at a participating museum

B. Organizer will provide to Curator a schedule of the beginning and ending dates for each Exhibitor's Exhibition prior to Curator seeking firm commitments from lenders to commit Works to the tour.

C. All lender agreements will be substantially as shown in Attachment V and will be the exclusive document referenced by Curator in seeking agreement by a lender to loan one of more Works to the Exhibition. Curator acknowledges and agrees that Organizer's Registrar will be responsible for preparing and mailing to each lender the lender agreement form with check list and address data provided by Curator. Organizer's Registrar will receive back from lenders of Works the completed forms, review them for completeness, and follow up on incomplete data. Curator will cooperate with and advise Organizer's Registrar as needed to obtain fully completed lender agreement forms from lenders of Works. Organizer will provide lender address information, phone number and value of Works only as necessary to secure Exhibition-specific services including, but not limited to, registrar, crating, shipping and insurance, and will not reveal such confidential information to any person or entity not involved in the Exhibition without prior written consent of Curator.

C. Exhibition Agreement between Organizer and Exhibitor will be substantially as shown in Attachment III.

III. Financial Arrangements

A. Organizer agrees to pay for curatorial, essay writing, rights and reproductions coordination with lenders, and publicity photograph gathering services, all of which are specified in this Agreement, a fee of __________________ ($_________) to the Curator, through a series of progress payments as set forth in Attachment VI. The intent of the progress payment schedule is to match reasonably compensation due to the Curator with segments of work completed by Curator. Curator will not commence work pursuant to this agreement until so advised by Organizer and in any event not before Organized has entered into valid Exhibition Agreements with at least _________ Exhibitors.

B. In the event that an Exhibitor wishes for Curator to (i) hang an Exhibition, (ii) lecture to Exhibitor's audience, and Organizer and Curator agree to the terms and budget for such incidental work, Curator agrees to invoice to Organizer at a daily rate of __________________ ($_________) per diem, plus reimbursement for lodging, meals and incidentals not to exceed __________________ ($_________) per day, with airplane tickets supplied directly by Exhibitor. Organizer will invoice Exhibitor for such incidental services provided by Curator with a ____% administrative surcharge, and within 30 days upon receipt of funds from Exhibitor pay to Curator all funds owed Curator.

C. The Exhibitor may seek sponsorship funding to cover its costs for showing the Exhibition, including all local costs and the Exhibitor's participation fee (collectively, the "Local Costs"). To avoid sponsorship conflicts, if the Exhibitor seeks sponsorship funding for its Local Costs, it agrees to consult with the Organizer and obtain the Organizer's prior written consent to such sponsors. The Organizer agrees not to withhold unreasonably or delay its consent.

D. In the event that a potential Exhibitor, accredited or otherwise, elects to display an Exhibition without the services of Organizer and compensates Curator for curatorial and/or any other services in connection with an Exhibition, Curator will pay to Organizer an agent's fee equal to fifteen percent (___%) of all monies received by Curator from Exhibitor within 30 days of Curator being compensated by Exhibitor.

IV. Credits and Acknowledgments

A. The following credit line will appear on all printed materials related to the Exhibition including, including, but not limited to, press releases, invitations, announcements, brochures, posters, advertising, or other publicity:

"Organized by ___________________________________"

B. The Curator will be credited as guest curator in all sample publicity materials provided to Exhibitor by Organizer. Curator will provide to Organizer suggested descriptive text on Curator's background and services for inclusion in sample publicity releases.

V. Packing and Shipping

A. Organizer's agreement with Exhibitor will specify that the Organizer's Registrar will make all arrangements for shipping of the Exhibition to and from the Exhibitor. The Organizer's courier will accompany the Exhibition during its travel and the courier's expenses will be included in the transportation costs. The Registrars of both the Organizer and the Exhibitor will determine mutually convenient dates for the inbound and outbound shipment of the Exhibition within the limits imposed by the Exhibition Schedule set forth above.

B. Organizer's agreement with Exhibitor will specify that the Exhibitor agrees to accept delivery of the Exhibition directly into a secure, climate-controlled area on its premises, where the Organizer's courier will inspect the delivered Exhibition materials. The Exhibitor will provide competent packers for unpacking and repacking the Exhibition. Unpacking will not take place until 24 hours after delivery. The Exhibitor agrees to store crates and packing materials for the Exhibition in climate controlled areas meeting the temperature and humidity standards set forth in Section VIII, below.

C. Organizer's agreement with Exhibitor will specify that the Exhibitor agrees to deinstall and have the Exhibition professionally packed and ready for shipping after the Exhibition closes, according to the mutually agreed-upon schedule. Deinstallation and repacking will take place promptly after the Exhibition closes, under the supervision of the Organizer's courier. All the Works must be repacked in their original wrapping materials. No changes in packing systems or materials may be made without the prior written approval of the Organizer.

D. Organizer's agreement with Exhibitor will specify that if, under any circumstances, the Exhibitor cannot receive the Exhibition on the scheduled date or cannot prepare the Exhibition for its scheduled reshipment in a timely manner, the Exhibitor will advise the Organizer's Registrar immediately. The Exhibitor agrees to reimburse the Organizer for any additional costs incurred by the Organizer due to the Exhibitor's inability to receive the Exhibition or to ship the Exhibition from its premises in a timely manner.

VI. Condition Reports and Procedures in the Event of Loss or Damage

A. Organizer's agreement with Exhibitor will specify that the Organizer will provide an initial condition report and photograph for each Work in the Exhibition, contained in a condition report notebook that will travel with the Exhibition. These condition reports are to be annotated as appropriate and will be signed and dated by the Organizer's courier and Organizer's Registrar at the time of unpacking and immediately prior to repacking.

B. Organizer's agreement with Exhibitor will specify that while on the Exhibitor's premises, the Works will be checked regularly by a qualified member of the Exhibitor's staff. Any change in condition of a Work will be noted on its condition report and reported immediately to the Organizer in the manner set forth below. If any Work is discovered to be in unstable or otherwise vulnerable physical condition, the Exhibitor will withdraw such Work from the Exhibition immediately.

C. Organizer's agreement with Exhibitor will specify that that no Work will be removed from its frame or other permanent mounting, and the Exhibitor will not make or permit the making of any repairs or perform any remedial action on any Work, without prior written authorization from the Organizer and the lender of the Work, except in case of an emergency (i) at the direction of an authorized Organizer's staff member on the Exhibitor's premises, or (ii) for procedures needed to prevent threatened damage or to arrest further damage in case of an accident, water leak, fire, flood, earthquake, or other immediate threat in circumstances where there is not sufficient time to allow contact to be made with the Organizer.

D. Organizer's agreement with Exhibitor will specify that if (i) any Work is damaged, lost, stolen, or subject to emergency procedures, (ii) there is any change in the condition of any Work, or (iii) a withdrawal of any Work becomes necessary, the Exhibitor will, in each such instance, immediately report such event and its cause, if known, to any Organizer staff member on the Exhibitor's premises or, if no Organizer staff member is present, to the Organizer's Registrar by telephone at ______________. If the Organizer's Registrar cannot be reached immediately, the Exhibitor will then notify the Organizer by telephone at _____________ In any such event, the Exhibitor will comply with the instructions of authorized Organizer staff with respect to the affected Work.

E. Organizer's agreement with Exhibitor will specify that any damage to or change in the condition of any Work will be photographed by the Exhibitor immediately at the time of discovery and the photograph(s) will be included in a written report describing the following: the event and its cause, if known; the damage or deterioration, if any; the steps taken by the Exhibitor; the condition of the Work; and the Exhibitor's recommendations. A copy of such report will be sent by fax to the attention of the Organizer's Registrar at ___________________and a hard copy sent by overnight courier to the Organizer's Registrar. The Exhibitor will provide promptly any additional information concerning such event that the Organizer may reasonably request.

F. Organizer's agreement with Exhibitor will specify that in situations requiring immediate action, authorized Organizer staff may provide verbal consent and direction concerning any necessary treatment or handling of a Work, to be confirmed in writing. After permission is given by the Organizer, the Exhibitor shah require the person treating the affected Work to document fully any treatment and to append the documentation to the condition report notebook together with a copy of the Organizer's written permission for such treatment.

VII. Installation

A. Organizer's agreement with Exhibitor will specify that the Exhibition must be installed in accordance with the Organizer's specifications, which will be provided to the Exhibitor in advance of its receipt of the Exhibition.

B. Organizer's agreement with Exhibitor will specify that the Works must be exhibited in the frames supplied. It will be the Exhibitor's responsibility to affix proper hanging devices to the back of the Works if such hanging devices are not already present. No such alteration or affixing of hanging materials will be done by Exhibitor without written authorization from the Organizer.

C. Organizer's agreement with Exhibitor will specify that the Exhibitor will be responsible for and bear all expenses of the installation of the Exhibition, including, but not limited to, the following: construction, exhibition furnishings and furniture, lighting, and graphics. Installation of the Works will not take place until all construction and painting activities in the Exhibition galleries have been completed. The Organizer will provide a checklist and other manuscript materials via electronic transmission which will be used by the Exhibitor to produce its own object and introductory/explanatory text labels in its preferred format. The content of the Exhibition texts, however, may not be altered or revised by the Exhibitor without the written permission of the Organizer and its Curator.

VIII. Environment

A. Organizer's agreement with Exhibitor will specify that the Exhibitor will ensure that proper standards of environmental control are maintained in spaces where the Works and their packing materials are stored or displayed, with particular attention given to maintaining acceptable light and humidity levels. No Work will be permitted to come into direct contact with any light fixtures or any heating, air conditioning, ventilation, or electrical outlets. Other requirements of Exhibitor are enumerated in Attachment III to this Agreement.

IX. Security and Safety

Organizer's agreement with Exhibitor will specify that the Exhibitor will be responsible for the security and safety of the Works as set forth in Attachment III to this Agreement.

X. Insurance and Risk of Loss

Organizer's agreement with Exhibitor will specify:

A. Full and seamless insurance coverage for the appraised value of each Work in the Exhibition in transit and during display (including transit from Lenders' premises to consolidation location, the first Exhibitor on the tour, Exhibitor to Exhibitor during the tour, and from the last Exhibitor back to the Lenders' premises) will be provided by the Organizer, under a project-related Fine Arts Insurance Policy. The Organizer will provide the Exhibitor, prior to the delivery of the Exhibition to the Exhibitor, with a Certificate of lnsurance naming the Exhibitor as an Additional Insured under such coverage.

B. The Exhibitor will provide on-site insurance coverage for the Exhibition while at the Exhibitor's premises and will provide the Organizer with a Certificate of Insurance naming the Organizer an Additional Insured under such coverage. Such coverage shall cover the appraised value for each work in the Exhibition and be subject to such conditions as are reasonably satisfactory to the Organizer.

C. The Exhibitor agrees to follow the Organizer's reasonable instructions, including those given by authorized Organizer staff at the site of the Exhibition, regarding matters of safety and security for the Works and their handling, packing, unpacking, conditioning, installation, and shipping for the Exhibition.

XI. Photography, Reproductions, and Publicity

A. Organizer's agreement with Exhibitor will specify that as outlined in Attachment IV, the Organizer shall provide the Exhibitor with a suggested press release and selected photographs, slides, and color transparencies of Works from the Exhibition specifically for use in promotional articles, pamphlets, entrance tickets, advertising, the Exhibitor's Web site, and other similar promotional and educational material relating to the Exhibition, as well as for television programs reviewing or discussing the Exhibition. Except with the written consent of the Organizer, only reproductions and photographs of objects provided and/or duplicated from those provided by the Organizer may be used in connection with the Exhibitor's showing of the Exhibition. The Exhibitor agrees that all press releases, invitations, announcements, electronic media, and other promotional matter produced by the Exhibitor concerning the Exhibition will carry the full title of the Exhibition as set forth on page 1 of this Agreement and the Organizer's credit line referred to in Section IV above.

B. Organizer's agreement with Exhibitor will specify that except as provided in this Agreement, the Exhibitor will not allow photographs of any Works in the Exhibition to be taken for any reason without the prior written consent of the Organizer, or any other reproductions of any type in any medium to be made, except for photographs (i) required in accordance with Section VI above, (ii) at installation for archival or documentary purposes outlined in Section VII above, or (iii) as otherwise authorized in advance in writing by the Organizer. Exhibitor will prohibit photography of any kind by the public and will post an appropriate notice of the prohibition in the Exhibition area.

C. Organizer's agreement with Exhibitor will specify that photography, filming, and videography of the Exhibition, including television coverage, may be permitted for documentary, educational, or publicity purposes related to the Exhibition, but only if supervised by a member of the Exhibitor's professional staff.

D. Organizer's agreement with Exhibitor will specify that all authorized photography is subject to the following restrictions:

1. Framed Works may not be removed from their frames.

2. Lights must be at least five (5) feet away from any Work.

3. Total wattage of all lights will not exceed 500 watts, with no individual light wattage to exceed 250 watts.

4. Photography may be done only on the premises of an Exhibitor, under the supervision of an appropriate member of the Exhibitor's staff.

5. While on the premises of an Exhibitor the Works will at all times be protected from contact of any kind with photographic and video equipment .

E. Organizer's agreement with Exhibitor will specify that copyrights of third parties may apply to photographic materials provided for promotional and educational reproduction. Curator will obtain photographic materials available from lenders as part of Curator's basic service to the exhibition.

F. The Curator will be responsible for negotiating permissions on behalf of itself, the Organizer, and one or more Exhibitors, and for negotiating any applicable fees or royalties for reproduction of images relative to copyrights that may be held by or on behalf of artists or artists' estates for the purpose of publication of Exhibition-related brochures or catalogues. Any applicable fees or royalties will be paid by the Exhibitor or Exhibitors sponsoring the catalogues or brochures, and Curator will have no financial responsibility for payment such fees or royalties. The Organizer assumes no responsibility for any fees or royalties claimed by artists or on their behalf with regard to any unauthorized reproduction, whether by photograph, film, or other medium, of the Works in the Exhibition made or occurring during the showing of the Exhibition by the Exhibitor.

G. Organizer's agreement with Exhibitor will specify that compliance with copyright laws and observance of the reproduction rights of any third party occurring during the showing of the Exhibition by the Exhibitor shall be the responsibility of the Exhibitor, which agrees to indemnify, hold harmless, and defend the Organizer from and against all liabilities, losses, or expenses arising out of any claim by a third party of a violation of copyright laws or reproduction rights occurring during the showing of the Exhibition by the Exhibitor and any unauthorized use by the Exhibitor of a reproduction of a Work in the Exhibition.

H. To the extent not retained by third parties, the copyright for all reproductions of Works in the Exhibition is retained by the Organizer, with the exception of Exhibitor or Exhibitors producing brochures or catalogues related to the Exhibition.

I. Organizer's agreement with Exhibitor will specify that the Exhibitor agrees to send the Organizer drafts or copies of all proposed publicity materials for approval, such approval not to be unreasonably withheld. The Exhibitor will remit copies of any printed or electronic publicity or educational material relating to the Exhibition, together with a complete publicity report as specified in Attachment IV, to the Organizer no later than 60 days after the Exhibition closes at the Exhibitor's location.

XII. Catalogues and Sales Materials

A. Curator has partially written an essay for book publication which will be expanded for use of Exhibitor, at such time as required by Exhibitor, to a complete scholarly essay on the Exhibition for Exhibitor's use for brochure publication, and for non-exclusive fair use, in terms of excerpts, for Exhibitor's promotional brochures, wall panel text and media materials. If Exhibitor chooses to use the complete scholarly essay for Exhibitor's catalogue (which may be in the form of a book), Exhibitor will have use such complete text for for the catalogue and/or book to accompany the exhibition tour. The essay for use by Exhibitor will contain no less than _________ words and no more than _________ words, depending on the publishing budget. The catalogue to be published in connection with the Exhibition will specify no less than _________ color images and no less than _________ black and white images of Works. Organizer's agreement with each Exhibitor will specify that Curator's original or re-sized essay will be used without alteration in connection with the Exhibition catalogue, except for fair use quotations in connection with promotional brochures, wall panel text and media materials. Curator holds Organizer harmless from liability arising from any Exhibitor's refusal to use Curator's scholarly essay in breach of Exhibitor's written agreement with Organizer.

[OR]

A. Curator has written a complete essay for book publication and will re-sized for use of Exhibitor, at such time as required by Exhibitor, a scholarly essay on the Exhibition prepared by Curator for Exhibitor's use for brochure publication, and for non-exclusive fair use, in terms of excerpts, for Exhibitor's promotional brochures, wall panel text and media materials. If Exhibitor chooses to use the entire book text for Exhibitor's catalogue (which may be in the form of a book), Exhibitor will have use such complete text for for the catalogue and/or book to accompany the exhibition tour. The essay for use by Exhibitor will contain no less than _________ words and no more than _________ words, depending on the publishing budget. The catalogue to be published in connection with the Exhibition will specify no less than _________ color images and no less than _________ black and white images of Works. Organizer's agreement with each Exhibitor will specify that Curator's original or re-sized essay will be used without alteration in connection with the Exhibition catalogue, except for fair use quotations in connection with promotional brochures, wall panel text and media materials. Curator holds Organizer harmless from liability arising from any Exhibitor's refusal to use Curator's scholarly essay in breach of Exhibitor's written agreement with Organizer.

B. Curator will receive a royalty of $_____ per catalogue sold by any Exhibitor in this tour and Curator will receive 30 complimentary catalogue copies from the Exhibitor publishing the catalogue prior to the opening date of the first Exhibition in the tour.

C. Any royalties payable to Organizer's Curator pursuant to this section will be paid by Exhibitor directly to Organizer's Curator and not to Organizer.

D. Any and all catalogues and brochures produced in connection with the Exhibition will carry the full title of the Exhibition as set forth on page 1 of this Agreement.

E. Curator will be credited by full name for writing of the Exhibition catalogue essay and curation of the Exhibition.

XIII. Right of Cancellation; Force Majeure

A. Organizer's agreement with Exhibitor will specify that in the event that the Exhibitor must cancel the Exhibition for any reason, except its untimely arrival at the Exhibitor's premises, the Exhibitor agrees to pay the unpaid balance of the participation fee. If the Exhibitor finds an alternative institution, agreeable to the Organizer, to show the Exhibition during the same time period, or at another time reasonably acceptable to the Organizer, the Exhibitor shall then only be liable to the Organizer for such part of the Exhibition fee not paid by such alternative institution and any additional transportation costs.

B. Organizer's agreement with Exhibitor will specify that in no event will the Organizer be held responsible, nor will the Exhibitor be relieved of its responsibility to pay the participation fee, if inclement weather, earthquakes, accident, riot, strikes, or other similar acts over which the Organizer has no control, prevent the delivery of the Exhibition or portions of the Exhibition as scheduled.

XlV. Disputes; Limitation of Liability and Indemnification

A. Both the Organizer and Curator agree to use their best efforts to resolve through discussion and negotiation to their mutual satisfaction any disagreement arising out of or under the terms of this Agreement. Failing a negotiated resolution between the parties, the Organizer and the Curator agree to participate in voluntary mediation (selecting a mediator by mutual agreement of the parties), but if after 60 days from the date of the first request by a party for voluntary mediation, no resolution of the dispute has occurred, then the parties agree that the dispute shall be resolved in the city of __________________, state of ____________, before a panel of 3 arbitrators, at least one (1) of whom shall be a lawyer with substantial commercial and art museum law experience, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time this Agreement is signed.

B. Except to the extent that the Organizer or its representatives are negligent, the Curator agrees to hold harmless, indemnify, and defend the Organizer from and against all claims, damages, losses, and expenses, including, but not limited to, reasonable attorneys' fees and disbursements, asserted against or suffered by the Organizer in connection with or arising out of this Agreement or the Exhibition or the showing of the Exhibition at an Exhibitor's location, only if said claims, damages losses and expenses have direct correlation to the Curator's writing and participation.

XV. Entire Agreement; Amendments

A. This Agreement and its Attachments constitute the entire understanding between the Organizer and the Curator with respect to the Exhibition. This Agreement supersedes and replaces any previous documents, correspondence, conversations, and other written or oral understandings related to this Agreement.

B. This Agreement may not be amended or modified except by means of a written document, signed by both parties and no waiver of the terms hereof shall be in effect unless in writing and signed by the party making such waiver.

C. Due to the extensive time contemplated between signing of this Agreement and an Exhibitor's actual Exhibition dates, the Organizer and the Curator acknowledge that changes in representatives or staff listed in section XVIII may occur in the intervening time. Both the Organizer and the Curator agree to promptly approve or disapprove any substitutions in representatives or staff and not to withhold unreasonably approval of such changes as long as the substituted representatives or staff are substantially as qualified to perform the tasks contemplated under this agreement as the original representatives or staff.

XVI. Governing Law

This Agreement shall be governed by and construed, enforced, and performed in accordance with the laws of the State of California without regard to conflicts of law principles.

XVII. Legal Proceedings; Seizure

If any legal actions or other legal proceedings are commenced that involve or relate to the Exhibition, and the Curator or the Organizer is named as a defendant or respondent therein, the Curator agrees to give prompt notice to the Organizer and to cooperate with the Organizer and with the lender, if any, of any Work that is the subject matter of such actions or proceedings in any litigation that might ensue. Should a subpoena, complaint, or other legal action or claim of ownership or right to possession be served on, asserted, or commenced against the Curator, Exhibitor or the Organizer or any of the Works, seeking to attach, obtain possession of or seize any Work in the Exhibition, the Curator agrees, to the fullest extent allowed by law, to resist such attachment or seizure and to defend itself and the Organizer and the lender, if any, of such Work, against such action or claim and, in any event, to take all steps lawfully available to the Curator immediately to notify the Organizer of any attempt pursuant to such legal process to obtain possession of or seize a Work in the Exhibition before any seizure is allowed or possession of such Work is surrendered in response to such process.

XVIII. Contact Information; Notices

A. The following persons are the staff members or representatives of the Organizer and of the Exhibitor to whom inquiries and questions relating to this Agreement should be directed:

Exhibition Management/ Financial:

For Organizer: Name: _____________ phone: _____________; e-mail: _______________ fax: ________________

For Exhibitor: Name___________________ phone________________ e-mail ________________________ fax ________________

Curator:

For Organizer: Name: _________________ phone: ____________________e-mail: __________________________ fax: __________

For Exhibitor: Name___________________ phone_____________e-mail ________________________ fax ____________

Registrar:

For Organizer: Name: ______________________; phone: ___________e-mail: ____________________________; fax: ___________

For Exhibitor: Name:___________________ phone:____________e-mail: ________________________ fax: __________________

Publications (Catalogues/Brochures):

For Organizer: Name: ______________________; phone: __________e-mail: ____________________________; fax: ___________

For Exhibitor: Name:___________________ phone:__________e-mail: ________________________ fax: _____________

Publicity:

For Organizer: Name: ______________________; phone: ____________;e-mail: ____________________________; fax: __________

For Exhibitor: Name:___________________ phone:_______________e-mail: ________________________ fax: _____________

Rights and Reproductions ((including product development):

For Organizer: Name: ______________________; phone: __________e-mail: ____________________________; fax: __________

For Exhibitor: Name:___________________ phone:______________e-mail: ________________________ fax: ______________

Sponsorship:

For Organizer: Name: _____________ phone: _____________; e-mail: _______________ fax: ________________

For Exhibitor: Name:___________________ phone:_____________e-mail: ________________________ fax: _____________

B. Unless otherwise stated in this Agreement, all notices and other communications required or permitted by this Agreement shall be made:

if to the Organizer, to ____________________________

if to the Curator, to ______________________________

C. All such notices and communications shall be considered given (i) when physically delivered by hand, by courier service, by overnight delivery service, or, if by fax or e-mail, when receipt is acknowledged; or (ii) four (4) business days after being deposited in the U.S. mail, postage paid, certified, return receipt requested.

XIX. Signatures; Binding Agreement

The Organizer and the Exhibitor each warrant to the other that the officer or officers signing this Agreement on its behalf is or are authorized to do so and that it has entered into this Agreement and caused it to be signed on its behalf, intending to be legally bound.

Organizer: Curator:

by: by:

Name: Name:

Title: Title:

Date: Date:

Attachment I

Checklist of the Exhibition

Attachment II

Security

The Exhibitor will take all reasonable measures to ensure the security of the Exhibition while at its premises, including, at a minimum, the following:

1. Guard coverage and protection from the dangers of fire, smoke, water damage, loss, theft, and vandalism will be maintained 24 hours a day while the Works are on the Exhibitor's premises. All guards and security personnel shall be permanent members of the Exhibitor's staff.

2. Constant electronic security monitoring and regular patrols by security personnel will be in place; at least one guard will be deployed in each gallery at all times during public hours; guards will conduct evening/night patrols hourly if electronic coverage is inadequate in the opinion of the Organizer.

3. All entrances into the Exhibition galleries shall be secured and alarmed when the Exhibition is closed to the public.

4. All intrusion alarms shall be checked every evening to verify that they are operating properly; non-working alarms shall be immediately restored to service or the Exhibitor will provide alternative security, such as guards, until the alarms are restored to service.

5. Gallery alarms must report to a facility that is staffed 24 hours a day; guards who patrol the Exhibition and the Exhibitor's premises at night must be in radio or telephone contact with such facility at all times.

6. Alarms for individual Works will be used if used elsewhere at the Exhibitor's facility.

7. All alarms and monitoring devices shall have a back-up power supply that will maintain the operation of these units for a minimum of 4 hours.

8. Security screws must be used for hanging all Works.

9. No visiting copyists or students are permitted to work in the Exhibition galleries with wet media.

10. No eating, drinking, or smoking will be allowed in any Exhibition galleries.

Attachment III

Model-form Exhibition Agreement between Organizer and Exhibitor

Attachment IV

Photographs and Publicity

1. The Organizer will provide a selection of 8 x 10-inch black-and-white photographs, color slides, and 4 x 5-inch color transparencies to the Exhibitor for use in promotional and educational materials for the Exhibition, but the costs for any new photography requested by the Exhibitor will be borne by the Exhibitor.

2. Photographs provided by the Organizer and approved for promotional and educational reproduction must be accompanied by full documentation including ownership credit. The copyright designation (where relevant) and a pre-approved credit line must be printed immediately under or beside the reproduction. Documentation must include artist's name, title of Work, date, medium, size, and lender credit. The Exhibitor will provide this information to news media.

3. Images reproduced from black-and-white photographs or negatives, color transparencies, or slides, whether for promoting the Exhibition or any other purpose, may not be cropped or bled off the page, printed in any single color other than black, nor may anything be superimposed on the image without submitting a design to the Organizer for approval. For review purposes, the Exhibitor must notify the Organizer when images are posted on the Exhibitor's Web site, and such images will be jpeg images at 72 dpi, and no larger than 600 pixels wide.

4. At the close of the Exhibition, the Exhibitor will send the following materials and information (the publicity report) to the attention of the Organizer (the costs of supplying the report will be borne by the Exhibitor) no later than_______ days after the Exhibition closes at the Exhibitor's location:

a. attendance figures for the Exhibition;

b. 2 sets of color slides of the installation (minimum: 5 views); one set taken during public hours and one set while the galleries are empty;

c. 2 sets of black-and-white photographs of the Exhibition opening or other special events (minimum: 5 views);

d. 2 copies of each piece of printed matter produced by the Exhibitor in connection with the Exhibition, such as publicity posters, brochures, checklists, press releases, invitations, and any other material relating to the Exhibition;

e. 2 copies of press clippings of reviews and articles about the Exhibition from newspapers and magazines;

f. 2 copies of each print ad;

g. 1 copy of each videotape or cassette tape produced by the Exhibitor for use by local media in publicizing the Exhibition;

h. 1 copy of each television or radio program in which the Exhibition received coverage, if the Exhibitor has obtained copies of such for its own use;

i. addresses of any Web sites where information and/or images relating to the Exhibition has been posted;

j. an outline or checklist of the publicity sought or obtained for the Exhibition; and

k. any other similar relevant material relating to the Exhibition and the publicity for the Exhibition.

Attachment V

Model-form Lender Agreement between Organizer and Exhibitor

Attachment VI

Progress Payment Schedule

Project Segment: Curator will provide to Organizer information on each Lender necessary for Organizer's registrar to prepare and mail out to each Lender the Loan Agreements for Lender's signature.