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This is an agreement between a buyer and seller for a piece of artwork subject to certain conditions. As drafted, the owner retains all copyright and reproduction rights and the buyer must obtain seller's permission to exhibit the artwork. In an agreement to sell, unlike a contract of sale, transfer of property is to take place at a future time once certain conditions have been satisfied. This is useful to a seller of a piece of artwork who seeks to maintain copyright, reproduction, and exhibition control over the artwork.
This is an agreement between a buyer and seller for a piece of artwork subject to certain conditions. As drafted, the owner retains all copyright and reproduction rights and the buyer must obtain seller's permission to exhibit the artwork. In an agreement to sell, unlike a contract of sale, transfer of property is to take place at a future time once certain conditions have been satisfied. This is useful to a seller of a piece of artwork who seeks to maintain copyright, reproduction, and exhibition control over the artwork. AGREEMENT TO SELL ARTWORK (Seller reserves rights) THIS Agreement to Sell Artwork (the “Agreement”) made this ____ day of _________, 20__ by and between ____________________, with an address of ________________________ (hereinafter referred to as “Seller”) and ________________________ with an address of _______________________ (hereinafter referred to as the “Buyer”), collectively referred to as (the “Parties”). RECITALS WHEREAS, the Seller is the sole owner of certain artwork created by [Insert Name of Artist] (the “Artwork”); and WHEREAS the Seller desires to sell the said Artwork and the Buyer hereby agrees to purchase and acquire the Artwork against the payment of the purchase price and upon the terms and conditions hereunder. NOW THEREFORE, the parties hereto agree and covenant as follows: 1. ARTWORK Title: __________________________________ Medium: _______________________________ Size: __________________________________ Framing or Mounting: _____________________ Year of Creation: ___________ Signed by Artist: Yes_____ No__________ Status of Master image: ____________________ Size of edition: __________ Multiples signed: ________ Proofs that exist: ________ 2. PURCHASE PRICE © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 Buyer shall pay to the Seller for the purchase of the said Artwork hereunder an amount of _____________________________ U.S. Dollars ($ _____________) as total purchase price for the Artwork. The purchase price shall be paid upon execution of this Agreement. 3. TITLE The Seller hereby acknowledges and agrees to convey good, clear, and marketable title in and to the said Artwork. The Seller further warrants that the Artwork to be sold hereunder is free and clear of all liens and encumbrances. 4. CLOSING The closing of the sale of the Artwork, shall take place on or before ______________, 20__ at the following place __________________ or at any such other place and date as mutually agreed upon between the parties in writing. At the closing the Seller agrees to deliver clear and marketable title and ownership to Buyer of the Artwork and agrees to execute all documents necessary to effectuate this Agreement. 5. COPYRIGHT AND REPRODUCTION The Seller all reproduction rights, including the right to claim any statutory copyright or extensions thereof, in the Artwork. Buyer agrees that he shall not photograph, sketch, paint or reproduce the Artwork in any manner whatsoever for any commercial purposes without the written consent of the Seller. All approved reproductions shall bear the following copyright notice: By ___________ Date ____________. 6. TRANSFERS Buyer covenants that in the event if Buyer desires to sell, grant, exchange, assign, transfer, convey or alienate the Artwork in any manner whatsoever or if the Artwork is passed by inheritance or bequest or by operation of law, or if the Artwork is destroyed and insurance proceeds is being paid for the same, Buyer shall make every reasonable effort to notify the Seller and file a transfer agreement with the Seller at the address set forth above within Forty Five days of any such transfer, distribution, or payment of insurance proceeds by Buyer or any representatives of the Buyer. 7. EXHIBITION (a) In the event Buyer desires to exhibit the Artwork, Buyer shall give Seller written notice of his intention to exhibit or permit others to exhibit the Artwork to the public. Such notice shall provide Seller of all details of such proposed exhibition. (b) Any failure on part of the Seller to respond to Buyer's notice within ____________ (___) days from the receipt of the notice shall be deemed a waiver of Seller's rights hereunder, with respect to such exhibition and shall be deemed to be a consent to such exhibition. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 8. NON-DESTRUCTION Buyer agrees not to intentionally destroy, damage, alter, modify or change the Artwork in any manner whatsoever. Buyer further agrees that in the event if any damage is caused to the Artwork, Buyer shall notify the Seller prior to the commencement of any repairs or restoration and Seller shall have the right to make any necessary repairs or restoration. 9. DISCLAIMER EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED ARTWORK, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE PURCHASED ARTWORK AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. 10. FORCE MAJEURE No party hereto shall be responsible for any losses or damages to any other party caused due to any delays in the performance or non-performance of any of the obligations under this Agreement when caused due to any Act of God, strike, act of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the non-performing party. No party is entitled to terminate this Agreement under such circumstances. 11. ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Seller and Buyer and their respective successors and assigns. Buyer may, without providing any notice to Seller, assign all of its rights and obligations under this Agreement to any affiliate of Buyer, and such assignment shall release Buyer of all of its liabilities and obligations to Seller, provided such liabilities and obligations are fully assumed by Buyer's assignee. 12. NOTICES Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be sufficiently given or made by delivery or by post or by telecopy or similar facsimile transaction (with confirmation of accurate or complete transmission obtained by sender) or by other electronic means of communication to the respective Parties. Any notice so given shall be deemed conclusively to have been given and received when so personally delivered or posted or so telecopied, transmitted, except that any notice delivered after 5:00 p.m. on the date prior to a non-business day shall be deemed to have been received at 9:00 a.m. on the first business day following delivery. Any party may change its address, facsimile transmission number by notice to the other of them in the manner set out above. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 Notices to the Seller shall be sent to: __________________________ __________________________ __________________________ Notices to the Buyer shall be sent to: ___________________________ _____________________________ ___________________________ 13. TIME OF ESSENCE The Parties expressly recognize and agree that time shall be of the essence with respect to any and all times, dates, and deadlines set forth in this Agreement. 14. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties hereto and it is agreed and understood that there are no other duties, obligations, liabilities or warranties, implied or otherwise, except as referred to in an addendum if attached. 15. GOVERNING LAW; JURISDICTION Any legal action brought by or against either party under the terms of this agreement shall be determined by the laws of the State of _______________. Each of the Parties in any suit, action or proceeding arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the state courts of the State of ______________, County of __________ over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 16. COUNTERPARTS This Agreement may be signed in counterparts, which together, shall be considered a single instrument. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 17. WAIVER Any delay or indulgence on the part of the Seller in enforcing any of the terms of this Agreement or any forbearance or giving time by the Seller to the Buyer shall not be considered as a waiver on the part of the Seller and the Seller shall be entitled to take action against the Buyer for the breach or non-compliance of any terms and conditions of this Agreement by the Buyer. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in triplicate on the day and year first above written. [SELLER] By: _______________________________ Name: _____________________________ Title: ______________________________ [BUYER] By: _______________________________ Name: _____________________________ Title: ______________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
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