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LOAN AGREEMENT Powered By Docstoc
					                     LOAN AGREEMENT

This Loan Agreement is made and entered into on the following terms
and conditions by Bradford Museums, Galleries & Heritage and
………………………………… (hereafter referred as the Borrower)

Clause       Title

1.           Definitions
2.           Loan period and Object(s)      to be lent
3.           Obligations
4.           Transport
5.           Packing and Conservation Costs
6.           Insurance/Indemnity
7.           Care of object(s) whilst on loan
8.           Security and Safety of object(s)
9.           Reproduction
10.          Acknowledgement
11.          Entire Loan Agreement
12.          Assignment
13.          Confidentiality
14.          Partnership
15.          Force Majeure
16.          Termination on Change of Control or Insolvency
17.          Termination on Default
18.          Service of Notices and Communications
19.          Variations
20.          Arbitration
21.          Third Party Rights
22.          Law
23.          Precedence of Conditions

Schedule 1   Inventory of Loan Object(s)

Schedule 2   Additional Special Conditions
1.0   Definitions

1.1   „BMGH‟ shall mean Bradford Museums, Galleries & Heritage, for
      whom the Loan Agreement is being carried out and shall include
      its legal representatives, successors and assignees.

1.2   „Borrower‟ shall mean ……………representatives, successors and

1.3   „Venue‟ shall mean……………..

1.4   „Object(s)‟ shall mean those articles in the Inventory of Loan
      Object(s), Schedule 1.

1.5   „Loan period‟ shall be that time specified in Clause 2.1 below. A
      short-term loan shall mean between one week and 12 months. A
      long term-term shall mean between 12 months and 5 years. All
      loans shall be negotiable for review and renewal after 5 years.

2.0   Loan period and Object(s) to be lent

2.1   BMGH agree to lend the Borrower the Object(s) on the attached
      inventory of Loan Object(s), Schedule 1, for public exhibition
      from………..20 to…………. 20 at the venue stated above. After
      which the loan will be subject to a further review by both parties.

2.2   The loan may be terminated by either party on receipt of at least
      three months written notice.

3.0   Obligations

3.1   The obligations of both parties to this Loan Agreement will be in
      accordance with these conditions and the attached Schedules.

3.2   The Borrower undertakes to inform BMGH if the name or contact
      details of the person responsible for the loan change, or if the
      Venue itself changes its name or status.

3.3   Should the loan be terminated, the Borrower agrees to pay the
      cost of returning the objects. Transport arrangements must
      adhere those laid out in section 4.
3.4   BMGH reserves the right to make periodic or occasional
      inspections of the object(s) on loan.

4.0   Transport Arrangements

4.1   The Borrower agrees to pay the cost of packing, collecting and
      transporting the object(s) to the Venue. Transport arrangements
      must be discussed and agreed with relevant BMGH staff.

4.2   BMGH reserves the right to nominate a courier to accompany the
      object(s) at the installation and de-installation of the display at
      the Venue. The courier will be responsible for overseeing the de-
      packing, condition checking and installation at the Venue and the
      re-packing, condition checking at de-installation. Our courier
      should be provided with sufficient subsistence to cover transport,
      accommodation, meals and other reasonable expenses incurred
      during the course of the trip.

4.3   Should the loan be terminated BMGH reserve the right to
      nominate a courier to accompany the object(s) in transit and be
      responsible for overseeing the de-installation, packing, condition
      checking at the Venue. Our courier should be provided with
      sufficient subsistence to cover transport, accommodation, meals
      and other reasonable expenses incurred during the course of the

5.0   Conservation and Packing Costs

5.1   The Borrower will cover the cost of any conservation work that is
      necessary during the period of the loan or due damage which
      occurs while the objects are on loan. (see 8.8)

5.2   Should the loan be terminated the Borrower will be responsible
      for the cost of packing the objects for return.

6.0   Insurance/Indemnity

6.1   The Borrower will cover the costs of insuring/indemnifying the
      object(s) from the period they are removed (within BMGH
      premises) to and during their installation at the Venue and their
      return to within BMGH premises.
6.2   BMGH agrees to lend the objects on receipt of copy
      insurance/government indemnity documentation prior to the
      date of the loan period (see 2.1).

7.0   Care of the Object(s) whilst on Loan

7.1   The Borrower will be responsible for the safety of the BMGH loan
      and will exercise the same care as it does with its own
      collections. It will be prepared to complete the BMGH „Loan
      Request Form‟. Movement will be restricted to a minimum and
      will be carried out by staff who are experienced in handling
      works of art and material of „museum quality‟.

7.2   The Borrower will remove the object(s) from display in the event
      of any refurbishing or decorating work at the Venue. The
      Borrower will inform BMGH in advance in writing of any plans to
      remove the objects from display, for whatever reason. When not
      on display, the objects must be stored in a climate controlled
      and secure store at the Venue, with access limited to appropriate

7.3   The Borrower will inform BMGH immediately (short-term loans)
      or no less than three months (long-term loans) in advance of an
      intention to move the object(s) to another building.

7.4   The Borrower agrees to display the material in a secure manner
      and to make their best endeavours to ensure that the object(s)
      will not be able to be touched by visitors. They should not be
      placed in the direct route of gallery tours or where people can
      lean against them. Any variations from the display conditions
      must be agreed with BMGH.

7.5   The Borrower undertakes to provide a stable and dust free
      environment for the object(s). Unless otherwise specified on the
      schedule of objects, this will be at a temperature in the range
      18-25 degrees C and relative humidity in the range 40 – 65%
      with fluctuations of no more than 5% within an hour. All
      humidity and heating controls should operate 24 hours a day
      during the period of the loan.

7.6   The object(s) will not be subjected to excessive light levels. Both
      daylight and florescent lighting will be filtered with a suitable UV
      absorbing material so that the UV radiation is below 75
      microwatts per lumen. Lights will be turned off in non-public
      hours. The table below indicates ranges that shall not be

      Furniture:       150-200 lux
      Oil Paintings          100-200 lux
      Watercolours           50 lux
      Costume/textiles 50 lux
      Natural Sciences 50-100 lux

7.7   The Borrower must ensure that no other item is placed on or
      against the object(s) on loan from BMGH unless agreed in

7.8   The Borrower must ensure that the object(s) is not placed near
      air intakes, exposed draughts or direct sources of heat.

8.0   Security and safety of the object(s)

8.1   The Venue must be prepared to complete the BMGH „Loan
      request Form‟ and satisfy the following security conditions:

      Modern fire/intruder alarm with „Redcare‟ line to central control
      Regular invidulation during opening hours.

8.2   Smoking must be prohibited in the space containing the objects.
      Eating and drinking in the space containing the objects must
      only be under controlled circumstances such as private views.

8.5   No conservation work or any other treatment may take place
      without the written approval of BMGH, even in the event of an
      emergency. Routine cleaning of objects is permissible but
      approval of the method should be sought from BMGH in

8.6   The Borrower must maintain a location list of all objects on loan
      from BMGH and must physically check the presence of the
      objects and their condition at intervals of no less than one year
      (long-term loans). The Borrower may be asked to complete a
      form with details of this stock-check once annually.
8.7   The Borrower may use temporary tags to identify BMGH objects
      but should not mark objects in a permanent fashion, and may
      not use adhesive labels of any kind.

8.8   Any damage or loss to the BMGH object(s), regardless of who is
      responsible, is to be immediately reported by the Borrower. A
      telephone, fax or e-mail must be made immediately. The
      Borrower must ensure that BMGH receives a written report,
      condition report and photographs showing damage within 3
      days. If any object is damaged during the loan period, the
      Borrower will cover the necessary costs of inspection by BMGH
      staff, including travel fares and accommodation at standard
      BMGH rates, or the removal of the object(s) from the exhibition.

8.9   Any theft or breach of security during the period of the Loan
      Agreement should be reported, even if the object(s) is not
      directly affected.

9.0   Photography

9.1   No photography or filming of individual objects for commercial
      purposes is allowed. General views of galleries that contain
      BMGH objects may be taken for press and publicity purposes.
      Any photography that does take place must be supervised by a
      responsible member of staff, and only they may move or handle
      the object(s).

9.2   All publicity material using BMGH images or the BMGH logo must
      be approved in advance by BMGH.

10.0 Acknowledgement

10.1 The Borrower will acknowledge the BMGH‟s loan on labels and in
     any guide or catalogue as follows:

      Bradford Museums, Galleries & Heritage

11.0 Entire Loan Agreement

11.1 This Loan Agreement is the entire Loan Agreement between
     BMGH and the Borrower and shall supersede any previous Loan
     Agreements whether in writing otherwise. Any variation shall
     only be by written consent of both Parties.
12.0 Assignment

12.1 Neither Party shall assign any of it obligations under the Loan
     Agreement without prior written consent of the other Party,
     which shall not be unreasonably withheld.

13.0 Confidentiality

13.1 The Borrower and BMGH undertake to treat with confidentiality
     any contracts made with each other or with any Third Party
     relating to the Loan Agreement.

13.2 The Borrower and BMGH shall keep confidential all other
     information of the other Party designated as confidential
     obtained under or in connection with the Loan Agreement and
     shall not divulge the same to any Third Party without prior
     written consent of the other Party, except for the performance of
     the Loan Agreement.

13.3 The provisions of this Clause shall not apply to any information
     in the public domain otherwise than by breach of the Loan

     13.3.1 information in the possession of the receiving Party
     thereof before divulgence as aforesaid;

     13.3.2 information obtained from a Third Party who is free to
     divulge the same.

13.4 The Borrower and BMGH shall divulge confidential information
     only to those employees who are directly involved in the Loan
     Agreement and shall ensure that such employees are aware of
     and comply with these obligations of confidentiality.

13.5 The provisions of this Clause shall continue in force
     notwithstanding the termination of the Loan Agreement.

14.0 Partnership

14.1 Nothing in this Loan Agreement shall constitute the Borrower as
     the Agent or partner of BMGH and, except as expressly
     permitted by this Loan Agreement, the Borrower shall not have
     any authority to use the name of BMGH for any purpose
15.0 Force Majeure

15.1 Neither Party shall be liable to the other Party by reason of any
     failure or delay in performing its obligations under the Loan
     Agreement which is due to Force Majeure, where there is no
     practicable means available to the Party concerned to avoid such
     failure or delay.

15.2 If either Party becomes aware of any circumstances of Force
     Majeure which give rise to any such failure or delay, or which
     appear likely to do so, that Party shall promptly give notice of
     those circumstances as soon as practicable after becoming
     aware of them and shall inform the other Party of the period for
     which it estimates that the failure or delay will continue.

15.3 For the purpose of this Clause, “Force Majeure” means any event
     or occurrence which is outside the control of the Party concerned
     and which is not attributable to any act or failure to take
     preventative action by the Party concerned, but shall not include
     any industrial action occurring within the Borrower‟s

16.0 Termination on Change of Control and Insolvency

16.1 BMGH may terminate the Loan Agreement by written notice
     having immediate effect if:

     16.1.1. The Borrower undergoes a change of control, within the
     meaning of section 416 of the Income and Corporation Taxed Act
     1988, impacting adversely and materially on the performance of
     the Borrower; or

     16.1.2 where the Borrower is an individual or firm, the Borrower
     or any other partner in the firm becomes bankrupt or has a
     receiving order or administration order made against him/her; or
     makes any compromise or arrangement with or for the benefit of
     his/her creditors; or appears unable to pay a debt within the
     meaning of section 123 of the Insolvency Act 1986; or similar
     event occurs under the law of any other jurisdiction within the
     United Kingdom; or

     16.1.3 where the Borrower is a company, the Borrower passes a
     resolution or the Court makes an order that the Borrower be
      wound up otherwise than for the purpose of solvent
      reconstruction or amalgamation; or a receiver, manager,
      administrator is appointed on behalf of a creditor in respect of
      the Borrower‟s business or any part of it; or the Borrower is
      unable to pay its debts within the meaning of section 123 of the
      Insolvency Act 1986; or any similar event occurs under the law
      of any other jurisdiction within the United Kingdom.

16.2 BMGH may only exercise its rights under Clause 16.1.1. within 6
     months after a change of control occurs and shall not be
     permitted to do so where it has agreed in advance to the
     particular change in control that occurs, the Borrower shall notify
     BMGH immediately when any change of control occurs.

17.0 Termination on Default

17.1 BMGH may terminate the Loan Agreement, or terminate the
     provision of any part of the Loan Agreement, by written notice to
     the Borrower with immediate effect if the Borrower is in default
     of any obligation under the Loan Agreement and:

      17.1.1 the Borrower has not remedied the default to the
      satisfaction of BMGH within 7 days, or such period as may be
      specified by BMGH, after service of written notice specifying the
      default and requiring it to be remedied; or

      17.1.2 the default is not capable of remedy; or

      17.1.3 the default is a fundamental breach of the Loan

17.2 The termination of this Loan Agreement for whatever reason
     shall not affect the accrued rights and liabilities of each of the
     Parties hereto before such termination.

17.3 Upon expiry of the Loan Agreement (or earlier termination of the
     Loan Agreement in accordance with Clauses16 and 17.1) the
     Parties to the Loan Agreement immediately return to the other
     Party any Object(s) loaned to the other Party for the
     performance of this Loan Agreement in accordance with Clauses
     4, 5, 7, and 8.
17.4 Clause 16 shall continue in force and full effect notwithstanding
     termination of this Loan Agreement for whatever reason.

18.0 Service of Notices and Communications

18.1 Except as otherwise expressly provided within the Loan
     Agreement, no notice or other communication from one Party to
     the other shall have any validity under the Loan Agreement in
     writing by or on behalf of the Party concerned.

18.2 Any notice or other communication which is to given by either
     Party to the other shall be given by letter, or by fax or e-mail
     confirmed by letter. Such letters shall be delivered by hand or
     sent prepaid by first class post, addressed to the other Party in
     the manner referred to in Clause 18.3. If the item of e mail and
     the relevant letter is not returned as undelivered, the notice or
     communication shall be deemed to have been given 3 working
     days after the day on which the letter was posted.
18.3 For the purpose of Clause 18.2, the address of each Party shall

a)    For BMGH:

      The Head of Service‟s Office
      Cartwright Hall Art Gallery
      Lister Park
      West Yorkshire
      BD9 4NS

      Tel: 01274 431212
      Fax: 01274 481045

19.0 Variations

19.1 Any variation after the date of this Loan Agreement shall only be
     by the written consent of both Parties.

20.0 Arbitration

20.1 Any dispute or difference which may arise between BMGH and
     the Borrower in connection with or arising out of the Loan
     Agreement, by Loan Agreement of both Parties, be resolved by
     arbitration, in which event disputes or difference shall be
     referred to the International Arbitration Court in London.

21.0 Third Party Rights

21.1 Neither BMGH nor the Borrower confers or purports to confer on
     any third party any benefit or any right to enforce any term of
     this Loan Agreement under the Contracts (Rights of Third Party)
     Act 1999.

22.0 Law

22.1 Unless otherwise agreed in writing between the Parties, the Loan
     Agreement shall be subject to and construed and interpreted in
     accordance with English Law and shall be subject to the
     jurisdiction of the Courts of England.

23.0 Precedence of Condition

23.1 For purposes of clarification where there is a discrepancy
     between BMGH‟s Loan Agreement and Conditions and the
     Borrower‟s, BMGH Conditions shall apply.

In witness hereof the Parties hereto set their hands this day


     Schedule 1: Objects for Short/Long-Term Loan from
     Bradford Museums, Galleries & Heritage to

Objects to be held at …………………………………………………….

Accession No.   Description      Valuation (£)   Dimensions
H:\Bradford Policies\Loan Agreement 2003

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