The Guild exhibits artwork that the Artist has created by hand or by hand using digital media (AI-generated works are not accepted) and owns the artwork listed in the List of Inventory (the “Artwork”) and desires to exhibit and sell the same; therefore, the parties agree as follows:
1. Scope of Agency. The Artist appoints The Guild as agent for the Artworks entrusted under this Agreement, for the purposes of exhibition, sale, and for any marketing directly related to sales and promotion for the artist and their Artwork(s). The Guild shall not permit the Artworks to be used for any other purposes without the written consent of the Artist. This agreement applies only to works entrusted under this Agreement and does not make The Guild a general agent for any other works.
2. Exclusive Representation. The Artist appoints the Guild as their sole representation to sell or otherwise make available for acquisition to the public, the specified Artist's Artworks during the Term set out in this agreement.
3. Entrustment of Artwork. The Artist hereby entrusts to the Guild and the Guild accepts those Artworks listed on the attached Inventory Sheet which is a part of this Agreement. Additional Inventory Sheets may be incorporated into this Agreement at such time as both parties agree. All Inventory Sheets shall be signed by the Artist and the Guild.
4. Authority of Accepted Artist’s Works. The Guild may reject artworks at The Guild’s discretion.
5. Dues. Member dues must be current to be eligible to exhibit Artwork at an exhibit sponsored by the Guild.
6. Warranty. The Artist warrants that he/she created and possesses unencumbered title to the Artworks, and that their descriptions are true and accurate.
7. Duration. The Artist and The Guild agree that the initial term of this Agreement is to start at the moment The Guild receives such Artworks for the period of the applicable exhibition as agreed to by the Parties (“Term”). Thereafter, if the Parties agree and in certain circumstances, there shall be an option that this Agreement continues until the Artist requests the return of any or all of the Artworks or The Guild requests that the Artist take back any or all of the Artworks with which request the other party shall comply within 15 days. Before and during the Term the Artist must comply with the requirements set out in Exhibit 1.
8. Transportation Responsibilities. Packing and shipping charges, insurance costs, other handling expenses, and risk of loss or damage incurred in the delivery of Artworks from the Artist to the Guild are the responsibility of the Artist. Additionally, unless otherwise arranged in advance with the Guild, the Artist is responsible for delivering Artworks to the purchaser within fifteen days from the date of purchase.
9. Responsibility for Loss or Damage, Insurance Coverage. The Guild is a non-profit organization and while the Guild makes its best effort to safeguard the Artworks, the Artist understands that the Guild is not responsible or liable for the Artworks. Additionally, the Artist understands that their Artwork may be displayed in locations, such as restaurants, furniture stores, coffee shops, outdoors and other similar establishments. The Artist understands the risk of displaying their Artwork at such establishments and such establishments are also not responsible or liable for the Artwork. The Artist also understands that each venue or exhibit may have its own set of requirements concerning the display of the Artworks and agrees to and is responsible for reviewing and adhering to those requirements as needed. Noncompliance may result in the Artwork not being displayed. Submitting Artwork for exhibit automatically waives any claim for damage or loss against the Guild, its members, or assigns. Artist is encouraged to obtain insurance to cover any potential damages to the Artwork.
10. Fiduciary Responsibilities. Ownership to each of the Artworks remains in the Artist until the Artist has been paid the full amount owing him or her for the Artworks; title then passes directly to the purchaser. All proceeds from the sale of the Artworks shall be held in trust for the Artist.
11. Removal. The Guild shall not lend out, remove from the premises, or sell on approval any of the Artworks, without first obtaining written permission from the Artist. Additionally, Artist may not remove the Artworks for the duration of the Term unless the Artist receives prior express approval from the Guild.
12. Pricing. The Guild’s Commission; Terms of Payment. The Guild shall sell the Artworks only at the Retail Price specified on the Inventory Sheet. The Guild and the Artist agree that The Guild's commission is to be 35% percent of the Retail Price of the Artwork. Any change in the Retail Price, or in the The Guild's commission, must be agreed to in advance by the Artist and the Guild. Please note that if the Artist sells the Artwork through means not contemplated under this Agreement and such Artwork is still displayed on the premises set out in this Agreement, the Artist is still responsible for the above commission to be paid to the Guild for exhibiting such Artworks during the Term of this Agreement. The Guild may collect sales tax when sales are processed on behalf of the Artist. Any tax collected at the time of sale and paid by the Guild will be paid and reported to the appropriate city, county, and state agencies. Artist may be responsible for sales tax reporting on individual sales.
13. Promotion. The Guild shall use its best efforts to promote the sale of the Artworks. The Guild agrees to provide adequate display of the Artworks, and to undertake other promotional activities on the Artist's behalf. The Guild shall identify clearly all Artworks with the Artist's name, and the Artist's name shall be included on the bill of sale of each of the Artworks.
14. Reproduction. The Artist reserves all rights to the reproduction of the Artworks except as noted in writing to the contrary.
15. Accounting. A statement of accounts for all sales of the Artworks shall be furnished by The Guild to the Artist within 45 days from the date of purchase of the Artwork, with the payment of all commissions due.
16. Termination of Agreement. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by either The Guild or the Artist, by giving a thirty (30) day written notification of termination from either party to the other. In the event of the Artist's death, the estate of the Artist shall have the right to terminate the Agreement. Within thirty days of the notification of termination, all accounts shall be settled and all unsold Artworks shall be returned by The Guild.
17. Procedures for Modification. Amendments to this Agreement must be signed by both Artist and The Guild and attached to this Agreement. Both parties must initial any deletions made on this form and any additional provisions written onto it.
18. Miscellaneous. This Agreement represents the entire agreement between the Artist and The Guild. If any part of this Agreement is held to be illegal, void, or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same provision or other provisions hereof. This Agreement shall not be assigned, nor shall it insure to the benefit of the successors of The Guild, whether by operation of law or otherwise, without the prior written consent of the Artist. In any proceeding to enforce any part of this contract, the aggrieved party shall be entitled to reasonable attorney's fees in addition to any available remedy.
19. Choice of Law. This Agreement shall be governed by the law of the State of Colorado.