Sample Lender 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.

Exhibition Title:________ __________________________________________________________________________________

Loan Period: ______________________________________________________________________________________________

Item #: ___________

Lender: ___________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________

Unless indicated below, the artwork will be shipped from and returned to the address above.

Shipping Address: ____________________________________________________

Telephone: ______________________Fax:_____________________

e-mail: ____________________________________________________

Credit Line (exactly as you wish it to appear in the catalogue, labels, and publicity): ___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________

Name of Artist: (First)______________________(MIddle)_________________(Last)_____________________________

Title: ________________________________________________________________________________________________

Date of Work: _____________________________

Signature: ________________________________________________________________________________________

Medium: _________________________________________________________________________________________

Dimensions: (height x width x depth in inches)

Paintings, Drawings, Prints...

Without frame/matt: _________________________ With frame: _____________________________

Type of frame: _____________________________ Approximate weight in pounds: ___________________

Sculpture, Installations, Craft Objects...

Without base: _________________________ With base: ___________________________

Dimensions of base: ____________________ Approximate weight in pounds: _______________

Condition of Artwork: The artwork will ( ) will not ( ) require cleaning prior to display. The artwork and frame, if framed, will ( ) will not ( ) be in an undamaged condition when crated at lender's location.

Artwork is framed: yes? ( ) no? ( ); Artwork protected in frame b: Glass? ( ) Plexiglas? ( )

Artwork is ready to hang? yes? ( ) no? ( ) if no, please explain: ____________________________________

______________________________________________________________________________________

Insurance value: Estimated current market value in US$: ____________________ Will you carry insurance for the art while on tour? yes ( ) no ( ) Insurance company: ____________________________________ Policy Number: ______________________ Will you name _____________ and the participating museums as additional insureds? ___________________If no, may we insure? Yes ( ) No ( )

Photography: Is a photographic reproduction of the artwork available for publicity? Yes ( ) No ( ); If Yes, what format? Black-and-white print ( ) Color Print ( ) 35mm slide ( ) Transparency ( )

Please note any special shipping or handling instructions:

___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________

Will you crate the artwork prior to shipping? Yes ( ) No ( ); Will you require assistance packing the artwork for shipping? Yes ( ) No ( )

Does a case already exist for the artwork? Yes ( ) No ( )

The conditions of this loan as stated above and on the attached "Conditions Governing Loans" are accepted and agreed to:

Signed:

____________________________________ Date: ___________

(signature of lender or authorized agent)

____________________________________ Date: ___________

(for and on behalf of __________________________________)

Please complete and sign this form and return it to "Registrar, _____________________________," we will countersign the original and return a copy to you.

Conditions Governing Loans

1. NO OBLIGATION TO BORROW AND EXHIBIT

Execution of this Loan Agreement by the Lender and _____________ does not obligate _____________ to borrow and exhibit Lender's work. In the event that after execution of this Loan Agreement and prior to physically borrowing and/or exhibiting Lender's work, _____________, in its sole discretion, deems that the exhibition in not feasible or that the Lender's work will not be included in the exhibition, _____________ will promptly notify Lender of _____________'s decision to not borrow and/or exhibit Lender's work and promptly return the work if needed. Subsequently, _____________ will be under no further obligation to borrow or exhibit the work.

2. TITLE AND COPYRIGHT

The Lender hereby warrants that he has full legal title and copyrights to the work or works listed on the face of this Agreement or that he is the duly authorized agent of the owner or owners of such works. The Lender hereby agrees to indemnify and defend _____________ against, and to hold it harmless from, any liability (including attorney's fees and the costs of defending any actions) arising out of claims by individuals, institutions or other persons claiming full or partial title or copyright to any of such works.

3 UNCLAIMED PROPERTY

California law provides that title to property loaned to _____________ may become vested in _____________ if such property remains unclaimed for an extended period of time and the Lender fails to follow prescribed procedures to preserve his interest in the property. See ______________Civil Code #_______ et seq.

4. PACKING AND TRANSPORT TO CONSOLIDATION LOCATION

The Lender certifies that the work lent is in excellent condition, requiring no repairs or cleaning in preparation for exhibition, is in a "ready to hang" condition" and will withstand ordinary strains of packing and transportation. Before being sent to the first venue for public exhibition, _____________ will first consolidate the works in a secure warehouse. Evidence of damage to the work at the time of receipt at the consolidation location will be reported immediately to the Lender and the work will be returned packed in the same or similar materials as received unless otherwise authorized by the Lender. Costs of return transportation and packing will be borne by: (a) Lender, if _____________'s Registrar, upon receipt from Lender of the work or works, finds the actual condition of a work or works at variance with the above certified condition, and not subject to damage while in transit, (b) _____________ if the work or works are deemed by _____________'s Registrar to comply with Lender's certification of condition, unless the loan is at the Lender's request. Customs regulations will be adhered to in international shipments. Evidence of damage to the work after _____________'s Registrar competes Registrar's condition report at the consolidation location and while in _____________'s further custody will be reported immediately to the Lender and the work will be returned packed in the same or similar materials as received unless otherwise authorized by the Lender

5. TRANSFER

The work shall remain in the possession of _____________'s designated shipping and storage vendor and/or the museums participating in the exhibition for which it has been borrowed ("the participating museums") for the time specified in the Loan Agreement, but may be withdrawn from such exhibition at any time by an officer of _____________ and/or of any of the participating museums. The work will be returned only to owner or Lender at the address stated on the reverse unless _____________ is notified in writing to the contrary.

6. CHANGE IN ADDRESS OR OWNERSHIP

California law requires that the Lender notify _____________ promptly in writing of any change of address or change of ownership (whether by reason of death, sale, insolvency, dissolution of marriage, gift or otherwise) of property on loan to _____________. If _____________ is unable to contact the Lender regarding the loan, the Lender may lose his rights in the loaned property. See _________ Civil Code #________. A new owner (subsequent in title to the Lender) may be required to establish the legal right to receive the property on loan by proof satisfactory to _____________. The Agreement shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of the Lender. (A form to report a change of address or ownership is attached for the Lender's convenience.)

7. INSURANCE

_____________ shall insure the work in its possession under an exhibition tour policy for the stated amount specified above by the Lender against "all risks" of physical loss or damage from any external cause while in transit, at any consolidation location, and on location at all participating museums during the period of this loan, subject, however, to the following limitations:

(a) If the work has been industrially fabricated and can be replaced to the artist's specifications, the amount of such insurance shall be limited to the cost of such replacement,

(b) If the work is fragile or otherwise difficult to insure, _____________ may insist that the Lender either self-insure or maintain its own insurance on the work,

(c) _____________ may in its discretion require an appraisal or other reasonable evidence of the stated value of the work for insurance purposes,

(d) If the Lender does not state a value for the work or the Lender cannot produce reasonable evidence of the work's stated value, _____________ may either (i) require the Lender to maintain its own insurance on the work, or (ii) insure the work in an amount determined by _____________ (provided that such determination shall not be construed for any purpose to be an appraisal by _____________), and

(e) _____________ will not be liable for any risk or loss beyond the coverage provided by its "all risk" policy for the exhibition tour.

8. VALUATION DISCLAIMER AND LOSS EXCLUSIONS

Neither the execution of this Agreement nor the provision of insurance coverage at the Lender's stated value shall constitute an endorsement or approval of the Lender's stated value by _____________ for any purpose whatsoever. _____________'s policy covering this exhibition tour will contain the usual exclusions for loss or damage due to war, invasion, hostilities, rebellion, insurrection, confiscation by order of any government or public authority, risks of contraband or illegal transpiration and/or trade, nuclear damage, wear and tear, gradual deterioration, insects, vermin and inherent vice, and for damage sustained due to and resulting from any repairing, restoration or retouching process unless caused by fire and/or explosion. The Lender agrees that, in the event of loss or damage, recovery shall be limited to such amount, if any, as may be paid by the insurer, thereby releasing _____________, each of the participating museums, and the officers, agents and employees of _____________ and of each of the participating museums from liability for any and all claims arising out of such loss or damage.

9. LENDER"S INSURANCE

If the Lender chooses to maintain his own insurance, before the date of this loan the Lender must provide to _____________: a certificate of insurance naming _____________ (and any participating museums) as an additional insured or waiving any rights of subrogation against _____________ (and any participating museums) from any liability in connection with the work, _____________ cannot accept responsibility for any error or deficiency in information furnished to the Lender's insurer or for any lapses in the Lender's insurance coverage.

10. EXAMINATION AND DISPOSAL RIGHTS

_____________, including its authorized agents, assumes the right, unless specifically denied by the Lender, to examine the work by all modern photographic means available. Information thus gathered will remain confidential and will not be published without the written consent of the Lender unless (a) immediate action is required to protect the loaned property or other property in custody of _____________ or (b) the loaned property has become a health and safety hazard. See _____________ Civil Code #_____________.

11. PUBLICITY 8 PHOTOGRAPHY

Unless permission is declined in writing delivered to _____________, _____________ shall have the right to photograph, telecast, and reproduce the work for publicity purposes in both the electronic and paper print media in connection with this exhibition and for illustration in the exhibition catalog and brochures concerning the exhibition, and to produce the slides or digital images of the work to be distributed for educational and publicity use.

12. RETURN OF LOANS

_____________'s right to return the work shall accrue absolutely at the termination of the loan. If _____________, after making all reasonable efforts and through no fault of its own, shall be unable to return the work within sixty days after such termination, then, _____________ shall have the absolute right to place the work in storage, to charge regular storage fees and the cost of insurance therefore, and to have and enforce a lien for such fees and costs.

13. EMERGENCY CONSERVATION OF WORK

_____________ (or any participating museum) may apply conservation measures without the Lender's permission if:

(i) Immediate action is required to protect the work or to protect other property in the custody of _____________ (or any other participating museum) or because the work has become a hazard to the health or safety of the public or to the staff or agents of _____________ (or any other participating museum); and (a) _____________ (or such participating museum) is unable to reach the Lender at the Lender's last address of record under this Agreement so that _____________ (or such participating museum) and the Lender can promptly agree upon a solution; or (b) The Lender will not agree to the protective measures _____________ (or such participating museum) recommends, yet is unwilling or unable to terminate this loan and retrieve the work.

(ii) The Lender can no longer be reached at the address set forth above (or such other address as the Lender may have provided to _____________ in writing).

14. LEIN AND HOLD HARMLESS

If _____________ (or any participating museum) applies conservation measures to or disposes of the work pursuant to paragraph 13:

(i) _____________ (or such participating museum) shall have a lien on the work and on the proceeds from any disposition thereof for the costs incurred; and

(ii) _____________(or such participating museum) shall not be liable for injury to or loss of the work: (a) If _____________ (or such participating museum) had a reasonable belief at the time the action was taken that the action was necessary to protect the work or other property in the custody of _____________ (or such participating museum), or that the work constituted a hazard to the health and safety of the public or the staff or agents of _____________ (or such participating museum); and (b) If _____________(or such participating museum) applied conservation measures, _____________ (or such participating museum) exercised reasonable care in the choice and application of such conservation measures.

(iii) _____________ (or such participating museum) will use insurance proceeds to the extent available to cover Lender's loss.

15. SCOPE OF AGREEMENT

This Agreement contains the entire understanding of the parties in respect of the subject matter hereof and no modification, exception or reservation may be made hereto other than by a written agreement executed by the Lender and an authorized officer of _____________. Acceptance of this loan does not imply that the work or works listed on the face of this Agreement will necessarily be placed on public display. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of _____________.

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