Sample Exhibition Agreement

Sample Exhibition 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 "Exhibitor").

The Organizer has assembled an exhibition entitled: ______________________________________________ (the "Exhibition"). The Exhibitor agrees to display the Exhibition in accordance with the following terms and conditions:

I. The Exhibition

A. The Exhibition consists of those works of art listed in the check list of the Exhibition contained in Attachment I (a "Work" or "Works"). The Organizer reserves the right to remove a Work from the Exhibition while it is in circulation should, in Organizer's judgment, its condition require it, or should the lender request its return. The Exhibitor agrees that it will show the Exhibition 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. The Exhibitor may not change the title of the Exhibition or add or subtract a Work or Works without the Organizer's advance written approval. Works will be lent to Organizer subject to the terms and conditions of Organizer's Loan Agreement form, a copy of which is included in Attachment IV. The Organizer has the right to remove a painting from the Exhibition list if that painting is not available during the dates of the Exhibition and the Organizer's Curator may replace that painting with another of equal quality.

B. Exhibitor will provide free invitations to Exhibitor's opening event, 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.

C. The check list of proposed works for an Exhibition will include the caption " (name of Curator) retains the copyright for the title and the concept for this museum touring exhibition titled '_____________________________________________________________.' All rights are reserved as of (date), 2___., © (name of Curator), 2____"

II. Exhibition Schedule

Locations: Dates:

Any proposed change in an Exhibition location or date of showing must be approved by the Organizer in writing at least 90 days before the Exhibition opens at that location.

III. Financial Arrangements

A. The Exhibitor agrees to pay a participation fee of _________________ Dollars ($______) to the Organizer, of which one-third, ___________________ Dollars ($_____), is payable upon signing this Agreement, and the balance is payable on the opening of the Exhibition at the Exhibitor's location. The Organizer will invoice the Exhibitor for each payment. Payment shall be made to Traditional Fine Arts Online, Inc. by check or other means agreed upon by the Organizer and the Exhibitor within 30 days of receipt of such invoice. Past due invoices will be subject to past due charges at an interest rate of ten (10) percent.

B. The Exhibitor also agrees to pay its share of pro-rated transportation costs, as further defined in sections III(C), III(D) and III(E), not to exceed $____________. Transportation costs will include, but are not limited to, crating and shipping, and Organizer's courier expenses (travel reimbursement and $_____ per diem for one courier for ___ days). Pro-rated costs will be based on actual expenses and will be invoiced as soon as they are available.

C. If the Exhibitor is the first exhibitor in the exhibition tour, then Exhibitor agrees to pay: (i) transportation costs including, but not limited to, actual cost of crating and shipping from lenders of Works to shipper's off-premises consolidation location; (ii) transportation costs including, but not limited to, crating and shipping, and Organizer's courier expenses, from shipper's off-premises consolidation location to Exhibitor's premises, and, (iii) transportation costs including, but not limited to, crating and shipping, and Organizer's courier expenses to the next exhibitor's premises.

D. If the Exhibitor is a subsequent exhibitor to the first exhibitor, but not the last exhibitor in the exhibition tour, then Exhibitor agrees to pay transportation costs including, but not limited to, crating and shipping, and Organizer's courier expenses to the next exhibitor's premises.

E. If the Exhibitor is the final exhibitor in the exhibition tour, Exhibitor agrees to pay transportation costs including, but not limited to, crating and return shipping to each of the lenders of Works.

F. The Exhibitor will bear all local costs incurred in presenting the Exhibition, including, but not limited to, on-site insurance coverage of the Works; promotion, publicity, previews, unpacking and repacking the Works on the Exhibitor's premises, installation costs, storage on the Exhibitor's premises (if necessary), educational programs, entertainment, and receptions.

G. 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 unreasonably withhold or delay its consent.

IV. Credits and Acknowledgments

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

"Organized by ________________________________________"

The Exhibitor will encourage all news media to include this credit line in reporting on the Exhibition.

B. The Organizer's Curator will be credited as guest curator in all sample publicity materials provided to Exhibitor by Organizer. and Exhibitor will use best efforts to credit Organizer's Curator in all publicity and publications.

C. Should sponsorship of the Exhibitor's Local Costs be secured, the Exhibitor and the Organizer will mutually agree upon an appropriate credit line. Such acknowledgment shall appear in a separate credit line below the Organizer's credit line in a typeface compatible with and no larger than that used in the Organizer's credit line.

D. If the Organizer secures additional financial support for the Exhibition, it reserves the right to change the credit line and the Exhibitor agrees to use such revised credit line. Any revisions to the credit line(s) will be communicated to the Exhibitor in writing. Such revisions shall be included in all print and promotional matter not already in production or existence at the time the Exhibitor receives such revision.

V. Packing and Shipping

A. The Organizer's Registrar will make all arrangements for shipping of the Exhibition to and from the Exhibitor. The Organizer's courier (who may be Organizer's Registrar) will accompany the Exhibition during its travel and the courier's expenses will be included in the transportation costs. The Registrars of 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. Organizer will provide to Exhibitor a minimum 15 day notice of approximate arrival date prior to the arrival of the Exhibition.

B. The Exhibitor agrees to accept delivery of the Exhibition [strike i or ii) (i) directly into a secure, climate-controlled area on its premises, or (ii) within 20 feet of the Exhibitors loading dock, 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 ______ 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. The Exhibitor agrees to deinstall and have the Exhibition professionally packed and ready for shipping 48 hours 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. Exhibitor will place packed Exhibition within 20 feet of the Exhibitor's loading dock for pickup by Organizer's shipper.

D. 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. 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. 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. 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. 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. 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. 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

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. 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. 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.

VIII. Environment

A. 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.

B. Relative humidity levels will be maintained in the range of 50% to 55%.

C. A stable temperature will be maintained between 65"F and 70"F.

D. The Exhibitor will not allow any Works to be exposed to sunlight or fluorescent lights (unless the fluorescent fixtures have been fitted with ultraviolet filters) or excessive light levels. The maximum light level for watercolors, pastels, and drawings is 10 foot candles. The maximum light level for paintings and sculptures is 15-25 foot candles.

IX. Security and Safety

The Exhibitor will be responsible for the security and safety of the Works while they are on its premises from the time of delivery until they leave for their next destination. The Organizer will arrange for the security of the Works during transit and the Exhibitor agrees to cooperate with the Organizer for this purpose. The Exhibitor also agrees to confer with the Organizer concerning security matters relating to the Exhibition while on its premises and to provide authorized Organizer staff with such information about the Exhibitor's security as they may reasonably request. The minimum security to be provided by the Exhibitor is set forth in Attachment II, but the Exhibitor agrees that in no event shall the security protection provided for the Exhibition be less than what it provides for works of similar value and condition in its own collections.

X. Insurance and Risk of Loss

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. As outlined in Attachment Ill, 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, the Curator's full name and the Organizer's credit line referred to in Section IV above.

B. 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. 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. 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 feet away from any Work.
3. Total wattage of all lights will not exceed 500 watts, with no individual light wattage exceeding 250 watts.
4. Photography may be done only on the premises of the Exhibitor, under the supervision of an appropriate member of the Exhibitor's staff.
5. The Works will at all times be protected from contact with photographic and video equipment.

E. Copyrights of third parties may apply to photographic materials provided for promotional and educational reproduction, including Exhibition-related catalogues and brochures. Organizer assumes full responsibility for negotiating such permissions on behalf of itself and the Exhibitor, and Exhibitor acknowledges that Organizer may assign this duty to Organizer's Curator. (strike following sentence if Exhibitor is not the participating museum producing such materials)Exhibitor will pay 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. 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, and in connection with, the showing of the Exhibition by the Exhibitor. Compliance with copyright laws and observance of the reproduction rights of any third party occurring during, and in connection with, 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, and in connection with, the showing of the Exhibition by the Exhibitor and any unauthorized use by the Exhibitor of a reproduction of a Work in the Exhibition.

F. 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.

G. 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 III, to the Organizer no later than 60 days after the Exhibition closes at the Exhibitor's location.

XII. Catalogues and Sales Materials

A. Copies of the Exhibition catalogue published by _________________________ may be ordered, subject to availability, at the wholesale price of $_________ (suggested retail price is $__________ each, plus shipping and handling. The Exhibitor will notify _____________________ of the number of catalogues it wishes to order by a date no later than ____________________.

[OR]

A. Organizer is publishing a catalogue of the Exhibition entitled ___________________________ (the "Catalogue"). The Exhibitor has agreed to purchase _____ copies of the soft cover Catalogue at $ ______ per copy and _____ copies of the hard cover Catalogue at $ _____ per copy, plus shipping. Organizer will not accept the return of unsold catalogues. Purchasing of Catalogues and the subsequent arrangements for shipping will be processed through Organizer. If the necessary time to fulfill order is not provided by Exhibitor, Exhibitor will pay for additional rush shipping fees.

[OR]

A. Organizer's 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 10,000 words and no more than 150,000 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 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.

B. Organizer's Curator will receive a royalty per catalogue sold by any Exhibitor in this tour (negotiated directly between Curator and Exhibitor) and Organizer's Curator will receive (in the event an Exhibitor arranges publication) 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. Organizer will have no ownership or financial interest in such catalogue.

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

F. Arrangements for catalogue publication including printing and distribution will be negotiated directly between Organizer's Curator and Exhibitor(s).

G. Organizer's Curator may arrange for publication of the exhibition catalogue apart from the assistance of an Exhibitor, in which case Organizer's Curator will make reasonable quantities of the catalogue available to the Exhibitor.

[OR]

A. The Exhibitor and Organizer have entered into a separate Agreement concerning the production of a catalogue for the Exhibition. The Exhibitor will make available to Organizer at the run-on cost (plus the cost of shipping) as many catalogues, if any, that Organizer orders while on press. The Exhibitor will pay for all materials received under this Article immediately after delivery upon receipt of an invoice therefor. Organizer will furnish to Exhibitor a scholarly essay prepared by Organizer's Curator (see Section XVIII for name of Curator) for Exhibitor's unaltered use in brochures, catalogues and for selective quotation in media articles. The essay will be furnished to Exhibitor within ninety (150) days of Organizer's receipt of Exhibitor's written request of the essay. This essay will contain a minimum of _______ words and not exceed _______ words. Organizer's Curator will specify at least ______ images of Works, but no more than _______ images of Works to accompany Orgainzer's Curator's essay in the catalogue.

[AND]

B. ______________ will provide to _______________, at no charge, ___________ complimentary copies of the Catalogue only as soon as it is available for shipping.

C. Organizer will provide, and the Exhibitor may purchase products related to the Works that may be developed by Organizer. The Exhibitor agrees not to produce specifically for the Exhibition and sell any other reproductions of the Works without advance written approval from Organizer.

D. Merchandise produced in conjunction with the exhibition will be available to Exhibitor at a special _______ % trade discount.

E. 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 and the Organizer's credit line referred to in Section IV above.

F. 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.

G. Organizer's Curator will be credited by full name for writing of the Exhibition catalogue essay and curation of the Exhibition.

H. Organizer's 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.

XIII. Right of Cancellation; Force Majeure

A. 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. 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 the Exhibitor 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 Exhibitor 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 Exhibitor 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 the Exhibitor's location.

C. The Exhibitor agrees that in no event shall any damages payable by the Organizer as a result of a breach by it of the terms of this Agreement exceed the amount of the participation fee actually paid to the Organizer and under no circumstances shall the Exhibitor be entitled to receive, in addition to its actual damages or the refunds described above, consequential, incidental, special or punitive damages, the parties agreeing that the refund remedy set forth above, together with actual damages as limited hereby, are fair and sufficient and shall be the only remedies of the Exhibitor hereunder.

XV. Entire Agreement; Amendments

A. This Agreement and its Attachments constitute the entire understanding between the Organizer and the Exhibitor 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 the Exhibitor's actual Exhibition dates, the Organizer and the Exhibitor acknowledge that changes in representatives or staff listed in section XVIII may occur in the intervening time. Both the Organizer and the Exhibitor agree to promptly approve or disapprove any substitutions in representatives or staff and not to unreasonably withhold 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 _________ 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 Exhibitor or the Organizer is named as a defendant or respondent therein, the Exhibitor 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 Exhibitor or the Organizer or any of the Works, seeking to attach, obtain possession of or seize any Work in the Exhibition, the Exhibitor 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 Exhibitor 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 ___________________________

f to the Exhibitor, 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: Exhibitor:

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

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 IV

Loan Agreement Form

Return to Preparation of agreements

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*Organizer:*		*Exhibitor:*
by:		by:
Name:		Name:
Title:		Title:
Date:		Date: