Curatorial Legal Agreement

CURATORIAL LEGAL AGREEMENT

This Curatorial Legal Agreement ("Agreement") is made as of Effective Date: by and between Lender/Owner: , Address: , Contact: (hereinafter "Owner") and Curator/Institution: , Address: , Contact: (hereinafter "Curator").

RECITALS

WHEREAS, Owner is the lawful owner or authorized custodian of certain artworks and related materials described in Schedule A attached hereto (collectively, "Works"); and

WHEREAS, Curator is engaged in the practice of curating, exhibiting, and promoting visual art and has proposed to include the Works in an exhibition, publication, or other curated program (the "Exhibition"); and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the loan, care, display, reproduction, and return of the Works and related curatorial services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Works" means the items listed in Schedule A and any accompanying documentation, frames, mounts, and labels provided by Owner. "Term" means the period defined in Section 3. "Territory" means the geographic area in which the Exhibition will be displayed as described in Schedule B.

2. SCOPE OF SERVICES AND LOAN

2.1 Curatorial Services. Curator shall provide curatorial services including selection, research, preparation of interpretive materials, installation oversight, and coordination of shipping and handling for the Works as further described in the Scope of Services:

2.2 Loan. Owner agrees to loan the Works to Curator for the Exhibition described in Schedule B, subject to the terms, conditions, and security requirements of this Agreement. The loaned Works shall remain the property of Owner.

3. TERM; DELIVERY; RETURN

3.1 Term. The Term of this Agreement shall commence on Commencement Date: and end on Termination Date: , unless earlier terminated in accordance with Section 12.

3.2 Delivery and Return. Curator shall arrange for and be responsible for receipt and, at the end of the Term, return shipment of the Works using carriers approved in writing by Owner. Condition reports shall be completed by both parties upon delivery and return.

4. COMPENSATION; EXPENSES

4.1 Curatorial Fee. In consideration for the services provided by Curator, Owner shall pay Curator a fee in the amount of $ payable pursuant to the payment schedule set forth below.

4.2 Reimbursable Expenses. Owner shall reimburse Curator for pre-approved, reasonable expenses incurred in connection with the Exhibition, including shipping, crating, customs, conservation required for travel, and insurance premiums, subject to prior written approval.

5. INSURANCE; RISK OF LOSS

5.1 Insurance Coverage. Curator shall procure and maintain during the Term all-risk insurance covering the Works for the full agreed value of $ with a deductible not to exceed $, and shall provide Owner with a certificate of insurance naming Owner as loss payee.

5.2 Responsibility for Loss. Curator shall be responsible for loss or damage to the Works while in Curator's custody except to the extent caused by Owner's acts or omissions. Curator's obligation to insure and indemnify survives termination with respect to events occurring during the Term.

6. CONDITION REPORTS; CONSERVATION

6.1 Condition Reports. A detailed condition report for each Work shall be prepared and signed by both parties upon delivery and prior to return. Any pre-existing damage shall be recorded in Schedule A.

6.2 Conservation. Any conservation work required for transportation or display shall be performed only with prior written approval of Owner and by a conservator mutually acceptable to the parties; the party requesting conservation shall bear the associated costs unless otherwise agreed.

7. INTELLECTUAL PROPERTY; REPRODUCTION

7.1 Ownership of Copyright. Nothing in this Agreement transfers ownership of any copyright, moral rights, or other intellectual property in the Works. Owner retains all such rights except as expressly licensed herein.

7.2 Limited License. Owner hereby grants Curator a non-exclusive, royalty-free license to reproduce images of the Works solely for reasonable promotional and academic purposes directly related to the Exhibition, including print, digital, and social media, provided that Curator credits Owner as indicated: Credit Line: .

8. CONFIDENTIALITY

Each party shall maintain the confidentiality of non-public information received from the other party in connection with the Works and Exhibition and shall not disclose such information except as required by law or with the other party's prior written consent. This obligation survives termination for a period of two (2) years.

9. INDEMNIFICATION

9.1 Curator Indemnity. Curator shall indemnify, defend, and hold harmless Owner from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Curator's possession, display, transportation, or care of the Works, except to the extent such claims arise from Owner's breach of this Agreement or Owner's negligence.

9.2 Owner Indemnity. Owner shall indemnify Curator against third-party claims arising from Owner's breach of warranty of title or other representations in this Agreement.

10. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants that it has good and marketable title to the Works or the authority to loan them, that they are free from liens and encumbrances, and that to Owner's knowledge there are no known claims adverse to Owner's title. Curator represents that it has the facilities and expertise to care for and exhibit the Works in accordance with industry standards.

11. PUBLICITY AND CREDITS

Curator shall provide appropriate credit to Owner in all Exhibition materials, catalogs, wall labels, and promotional materials in accordance with the Credit Line specified in Section 7.2. Any use of Owner's name or trademarks for commercial endorsement requires Owner's prior written consent.

12. TERMINATION

This Agreement may be terminated by either party upon written notice if the other party materially breaches any term and fails to cure within thirty (30) days after receipt of written notice. Upon termination, Curator shall promptly return the Works in the same condition as received, ordinary wear and tear excepted.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, national overnight courier, or personal delivery, and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The obligations that by their nature are intended to survive termination or expiration of this Agreement, including Sections 5, 7, 8, 9, and 15, shall so survive. Any schedules or appendices referenced herein form an integral part of this Agreement.

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