GUARANTEED ORIGINAL

 

AND

   ARTIST-GALLERY CONTRACT AGREEMENT __

CONTRACT

 

THIS ARTIST-GALLERY CONTRACT AGREEMENT is made the ……………….day of ……………………Two Thousand and Twenty.

BETWEEN

 

  1. GUARANTEED ORIGINAL, a Company limited by Guarantee with registered address

Daeha Business Center, 16th floor, 360 Kim Mã, str, Hà Nội, Vietnam

Office: 84 243267 3688

Direct Line:   +84765539748            hello@guaranteedoriginal.com 

Toronto | Hanoi | Saigon | Tallinn

 

(hereinafter called “ART GALLERY” which expressions shall where the context so admits include its successors and assigns) of the one part. 

AND

________________________________________________________ with registered address______________________ in of ______________________ (hereinafter   called “Artist” which expressions shall where the context so admits includes his/her personal representatives and assigns) of the other part. 

WHEREAS

  1. The ART GALLERY is a Company Limited by Guarantee whose main objects are exhibiting and selling Works of Art including verifying the source of the art. 
  1. The Artist is a professional in the business of creating Works of Art 

NOW THIS CONTRACT WITNESSES THAT:- 

  1. The parties wish to enter into a business relationship for the sale of art by GUARANTEED ORIGINAL created by Artist.

 

  1. The Artist appoints GUARANTEED ORIGINAL as agent for the works of art henceforth referred to as “the artworks” consigned under this Agreement, for the purposes exhibition and sale online only on the website GUARANTEED ORIGINAL guaranteedorignal.com and shall not permit the artworks to be used for any other purposes without the consent of the Artist subject to the terms and conditions in this Contract.
  2. Description of Work.

3.1           The Artist describes the Work as follows:

Title:                                                       [WORK TITLE]

Medium:                                 [WORK MEDIUM]

Size:                                                        [WORK SIZE]

Framing or Mounting:          [WORK FRAMING OR MOUNTING]

Year of Creation:                   [WORK YEAR OF CREATION]

E-signature Signed by Artist” 

  1. Consideration
    • GUARANTEED ORIGINAL will receive 30% commission of the sales value when an artwork is sold within 30 days of the sale. 
    • The Artist hereby warrants that he created and possesses unencumbered title to the artworks, and that descriptions are true and accurate. 
    • Artist acknowledges and agrees to furnish GUARANTEED ORIGINAL with the following documents for verification purposes:
  • Scanned copies of passports driver licenses
  • Scanned copies of bill of sale
  • Scanned copy of courier receipt of hard copies of said contract
  • Detailed information on the art piece or object, including a photo and 30 second video clip of the art piece or object. 
  1. Transportation Responsibilities.
    • Shipping charges, and other handling expenses incurred in the delivery of artworks from the Artist to a buyer, shall be the responsibility of the artist.
    • Shipping charges, and other handling expenses incurred in the return of artworks to the Artist shall be the responsibility of the Artist.
  1. Responsibility for loss or damage
    • Insurance coverage. The artist shall be responsible for the safekeeping of all consigned artworks while they are in its custody.
    • GUARANTEED ORIGINAL will not be liable to the Artist for their loss or damage (except for damage resulting from flaws inherent in the artworks), to the full amount the Artist was to have received had the artworks been sold.
    • The artist shall provide GUARANTEED ORIGINAL with all relevant information pertaining to insurance coverage of the artworks upon GUARANTEED ORIGINAL’s request. 
  1. Fiduciary Responsibilities.
    • Title to each of the artworks remains with the Artist until the Artist has been paid the full amount owed him for the artworks.
    • Title then passes directly to the purchaser and the property rights of the artwork shall belong to the purchaser and the Artist shall have no claim to it.
    • All proceeds from the sale of the artworks shall be held in trust for the Artist. GUARANTEED ORIGINAL shall pay all amounts due the Artist before any proceeds of sales can be made available to creditors of GUARANTEED ORIGINAL. 

This Contract shall commence on the date of execution by both parties and shall terminate after the scope of work estimated at a date to be agreed by the parties in writing.

 

GENERAL CLAUSES 

  1. Non-Disclosure/Confidentiality
    1. The following constitutes the applicable Party’s “Confidential Information”: this Agreement together with any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party’s current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party’s customers, suppliers, dealers, agents or employees and such Party’s relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing. All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated.
    2. Each Party shall:
  2. not disclose any Confidential Information to any person except to its employees or authorized agents who have a “need to know” to enable the Party to fulfill its obligations hereunder, except with the other Party’s specific prior written authorization;
  3. advise each such employee or agent before he or she receives direct or indirect access to such Confidential Information of the obligations of the Party under this Agreement, and ensure that each such person to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement which extends the Party’s obligations hereunder to such person;
  • take strict precautions, at a minimum those as the Party affords its own most secret or highly confidential information, to safeguard and protect from direct or indirect disclosure to any other person all Confidential Information disclosed to it by the other Party, or otherwise received by it; and
  1. immediately return to the other Party or, upon the other Party’s written request destroy, all tangible materials concerning Confidential Information, including, but not limited, to memoranda, notes, reports, agreements, documents, drawings, hardware, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party.
    1. The foregoing obligations shall not apply to Confidential Information: (a) that becomes publicly known through no act of the receiving Party contrary to this Agreement; (b) that is received in good faith by a Party from a third party having legitimate possession of the information disclosed and the right to make such disclosure; (c) that was in the receiving Party’s legitimate possession prior to disclosure hereunder; (d) that is approved for disclosure by express written approval of the disclosing Party; or (e) that is disclosed pursuant to a legal requirement.
    2. Neither Party shall disclose the existence or the contents of this Agreement to any third party or use it for publicity purposes without the prior written consent of the other, unless such disclosure is required by law.

 

GUARANTEED ORIGINAL shall use its best efforts to promote the sale of the artworks. GUARANTEED ORIGINAL agrees to provide adequate display of the artworks. GUARANTEED ORIGINAL shall identify clearly all artworks with the Artist’s name. 

The Artist reserves all rights to the reproduction of the artworks except as noted in writing to the contrary. GUARANTEED ORIGINAL may arrange to have the artworks photographed to publicize and promote the artworks through means to be agreed to by both parties. In every instance of such use, the Artist shall be acknowledged as the creator and copyright owner of the artwork. GUARANTEED ORIGINAL shall include “all rights to reproduction of the work (s) of art identified herein are retained by the Artist.” 

  1. Rentals; Other Uses of Works.

The Works of Art may be used or displayed by GUARANTEED ORIGINAL only with the prior written consent of Artist. GUARANTEED ORIGINAL may not rent or lend any consigned Work without the prior written consent of Artist. If GUARANTEED ORIGINAL should desire to enter any of the consigned Works in any art show or other exhibition, GUARANTEED ORIGINAL shall obtain written consent of Artist on any entry form used for the purpose, or in the event there is no entry form, to obtain the written consent of Artist prior to the entry in any display, art show, or other exhibition. 

  1. Bill of Sale

GUARANTEED ORIGINAL shall use a standard bill of sale or other form approved in advance by Artist for any sale of the consigned Works of Art. 

A statement of accounts for all sales of the artworks shall be furnished by GUARANTEED ORIGINAL to the Artist on a regular basis in a form agreed to by both parties. The Artist shall have the right to inventory his artworks in GUARANTEED ORIGINAL and to inspect any records pertaining to sales of the artworks. 

  1. Termination of Agreement.

Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by either party, by means of thirty (30) days’ 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 (30) days of the notification of termination, all accounts shall be settled and all unsold artworks shall be returned by GUARANTEED ORIGINAL. 

  1. Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be [Singapore].

The Tribunal shall consist of three arbitrator(s)

The language of the arbitration shall be in English.

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms. 

  1. No Assignment

This Agreement shall not be assigned, nor shall it inure to the benefit of the successors of GUARANTEED ORIGINAL, whether by operation of law or otherwise, without the prior written consent of the Artist.

 

  1. Waiver

No failure or delay by GUARANTEED ORIGINAL or Artist in exercising any claim, remedy, right, power or privilege under this Contract shall operate as a waiver nor shall any single or partial exercise of any claim, remedy, right, power or privilege preclude any further exercise thereof or the exercise of any other claim, right or power.

  1. Force Majeure Clause
    • Force Majeure are contingencies caused by neither of the parties and which are unforeseeable at the time of concluding the contract, uncontrollable and which render the further performance of the contractual obligations impossible as for instance, acts of God, acts of War, acts of Government, blockades and revolutions fires and explosions and the like. 
  • Neither party shall be deemed to be in default of its contractual obligations whilst performance thereof is prevented by Force Majeure, and the time limits laid down in the contract for the performance of such obligations shall accordingly be extended by a period equal to that during which the force Majeure contingencies are operated. Upon the occurrence and cessation of any such contingencies, the party suffering there from shall immediately give the other party notice in writing in case of delay; such notice shall be confirmed by official evidence. 
  • In case Force Majeure lasts continuously for at least six months, then both parties shall consult and agree on necessary arrangement for further implementation of the contract. In case such further implementation is unforeseeable and or impossible then both parties shall arrange for the termination, it being understood that each party shall fulfill its contractual obligations so far as they have fallen due prior to such termination. 
  • No indemnity shall be claimed by either party in case of Force Majeure. 
  1. Survival

Save with regard to matters which require to be fulfilled and are in fact fulfilled, this Contract shall continue to be in full force and effect.

  1. Remedies Cumulative

Any remedy or right conferred upon GUARANTEED ORIGINAL or the Artist for breach of this Contract including the right of termination shall be in addition to and without prejudice to all other rights and remedies available to them.

  1. Amendment

No amendment to this Contract shall be effective unless signed in the same manner as this Contract.

  1. Entire Agreement

This Contract Agreement contains the whole Agreement and understanding between the Parties relating to the artwork provided for in this Contract and supersedes all previous Agreements (if any), whether written or oral between the Parties in respect of such matters.

  1. Severability

Each of the provisions of the Contract is severable and distinct from the others and, if at any time one or more of these provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

  1. Law of Contract

Each party hereby agrees and confirms for the purpose of Law of Contract that they have legal capacity to enter this Agreement. Each party hereby agrees and confirms for the purpose of the Law of Contract Act that it has executed this Contract with the intention to bind themselves to the contents hereof. 

  1. Applicable Law.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of [STATE], regardless of laws of conflicts. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of courts in [STATE], and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.                 

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement the day and year first herein before written.

 

SEALED with the common seal)

of  GUARANTEED ORIGINAL)

the Foundation)

In the presence of:-))

DIRECTOR) )   Seal) 

SIGNED by the Artist )

____________________________________ )

In the presence of: – ) Signature: -……………………)

) I.D No:-…………………..)