Art Consignment Agreement

ART CONSIGNMENT AGREEMENT

This Art Consignment Agreement (the Agreement) is entered into on this day of , year , by and between Consignor Name: , Consignor Address: and Consignee Name: , Consignee Address: . Consignor and Consignee are individually referred to as a Party and collectively referred to as the Parties.

RECITALS

WHEREAS, Consignor is the lawful owner or authorized agent of the works of art described in Exhibit A attached hereto (the Works) and has the right to consign the Works for sale; and

WHEREAS, Consignee operates a gallery, auction house, or other venue for the exhibition and sale of fine art and agrees to accept the Works on consignment for the purposes and on the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the consignment, exhibition, sale, insurance, and payment for the Works.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Works" means the artwork(s) listed in Exhibit A, including all photographs, descriptions, provenance, and catalogue information supplied by Consignor. 1.2 "Net Proceeds" means the gross sale price received by Consignee less agreed commissions, sales taxes, transaction fees, and other reasonable expenses expressly authorized in writing by Consignor.

2. APPOINTMENT; ACCEPTANCE

2.1 Consignor hereby appoints Consignee as exclusive/non-exclusive (check applicable) consignee to exhibit and offer the Works for sale during the Term described in Section 7. Select consignment option: Exclusive Non-exclusive

2.2 Consignee accepts the consignment subject to the terms of this Agreement and the accuracy of the information provided in Exhibit A.

3. DESCRIPTION, DELIVERY, AND CONDITION OF WORKS

3.1 Consignor shall deliver the Works to Consignee at Consignee's premises or other agreed place, at Consignor's expense, unless otherwise agreed in writing. Delivery shall be evidenced by a signed delivery receipt specifying condition on receipt.

3.2 Consignor represents that the Works are free and clear of any liens, encumbrances, or third-party consignment rights except as disclosed in writing in Exhibit A. Any pre-existing condition, restoration, or repair must be disclosed in Exhibit A.

4. TITLE; RISK OF LOSS

4.1 Title to the Works remains with Consignor until the time of sale and full payment by the purchaser. 4.2 Risk of loss, damage, or theft while the Works are in Consignee's possession shall be governed by Section 6 (Insurance). Consignee shall exercise the degree of care in respect of the Works consistent with industry standards.

5. PRICING, DISPLAY AND SALE

5.1 The Parties shall agree in writing the asking price or reserve price for each Work as listed in Exhibit A. Consignee may, without altering Net Proceeds, consult Consignor for acceptance of offers below the agreed reserve. Agreed reserve price if any for each Work should be set forth in Exhibit A.

5.2 Consignee shall have the right to display, advertise, photograph, and otherwise promote the Works during the Term. Consignee shall not consign or sell the Works through any channel that materially deviates from agreed sales channels without prior written consent of Consignor.

6. COMMISSION; PAYMENT

6.1 Consignor agrees to pay Consignee a commission equal to of the gross sale price of each Work sold (the Commission). Commission shall be applied before calculation of Net Proceeds.

6.2 Payment of Net Proceeds to Consignor shall be made within days after Consignee's receipt of cleared funds from the purchaser, together with an itemized statement showing the gross sale price, Commission, taxes, and authorized deductions. All payments shall be made to the following remittance address or account:

7. INSURANCE

7.1 Consignee shall maintain insurance covering the Works while in Consignee's possession for their agreed value as listed in Exhibit A or a commercially reasonable value if not listed. Responsibility for procuring and maintaining insurance: By Consignee By Consignor (notify Consignee of coverage)

7.2 Any deductible shall be the responsibility of . Consignee shall provide proof of insurance upon request.

8. TERM; TERMINATION

8.1 The Term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

8.2 Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' prior written notice if the breach remains uncured. Upon termination Consignee shall return any unsold Works to Consignor at Consignor's expense within days, subject to reasonable inspection and collection of payments due.

9. REPRESENTATIONS AND WARRANTIES

9.1 Consignor represents and warrants that (a) Consignor is the legal owner or authorized agent of the Works, (b) the Works are authentic to the best of Consignor's knowledge, (c) there are no known undisclosed defects, and (d) no third party has the right to sell, encumber, or prohibit the sale of the Works.

9.2 Consignee represents that it will act in good faith, promote the sale of the Works with reasonable skill and care, and comply with applicable laws, including consumer protection and tax obligations relating to sales effected by Consignee.

10. INDEMNITY

Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the indemnified Party's negligence or willful misconduct.

11. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below or as otherwise designated in writing. Notices shall be deemed given upon personal delivery, overnight courier, or three (3) business days after deposit in certified mail, return receipt requested.

12. ASSIGNMENT; NO AGENCY

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Consignee may assign to an affiliate for purposes of administration. Nothing in this Agreement creates a partnership or agency relationship for any purpose except as expressly set forth herein.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to conflict of laws principles. The Parties hereby submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Exhibit A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is found invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing signed by both Parties. No waiver of any term or condition shall be effective unless in writing and signed by the Party waiving such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS

16.1 The Parties shall cooperate in providing provenance, authentication, and other documentation reasonably requested in connection with the sale of any Work. 16.2 Each Party acknowledges that it has had the opportunity to seek independent legal advice and that this Agreement is the product of mutual negotiation.

ADDITIONAL TERMS

SIGNATURES

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