AGREEMENT OF ORIGINAL TRANSFER OF WORK OF ART
This agreement (the “Agreement”) made this ______ day of ____________, 2018 (“Effective
Date”), by and between Alex Strada (hereinafter the “Artist”) and ____________________
_____________________ (hereinafter the “Collector”)
WHEREAS the Artist has created that certain work of art;
(hereinafter the “Work”); and
WHEREAS Artist is willing to sell the Work to Collector and Collector is willing to purchase the Work from Artist, subject to mutual obligations, covenants, and conditions herein;
WHEREAS Collector and Artist recognize that the value of the Work, unlike that of ordinary chattel, is and will be affected by each and every other work of art the Artist has created and will hereafter create;
WHEREAS the parties expect the value of the Work to increase hereafter; and
WHEREAS the parties wish the integrity and clarity of the Artist’s ideas and statements in the Work to be maintained and subject in part to the will or advice of the Artist.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations the parties hereto agree as follows:
ARTICLE ONE. PURCHASE AND SALE: The Artist hereby sells to Collector and Collector hereby purchases the Work from Artist for the price of __________ Dollars ( ______________ USD) (the “Purchase Price”). Collector shall pay the Purchase Price to Artist in accordance with the following wire instructions:
ARTICLE TWO. FUTURE TRANSFERS: Collector agrees to sell the Work after ten (10) years from Effective Date. Collector shall reinvest all Appreciated Value (as defined below in Article III) into a new art work (hereinafter the “New Work”) made by an emerging female artist and shall:
(a) work with the Artist to redraft the contract for the sale of the Work. Collector understands and agrees that the content of the contract is inextricable from the value of the Work, monetarily and conceptually.
(b) alert the Artist within thirty (30) days of purchase of the New Work and provide detailed information about the emerging female artist.
ARTICLE THREE. APPRECIATED VALUE: “Appreciated Value” of the Work for the purposes of this Agreement shall be the increase in the value of the Work set forth in a current duly executed and filed TRANSFER AGREEMENT AND RECORD, or, if there is no prior duly executed and filed TRANSFER AGREEMENT AND RECORD, over the price or value set forth in ARTICLE ONE herein.
(a) In the event that a current duly executed TRANSFER AGREEMENT AND RECORD is not timely filed as required by ARTICLE TWO herein, the Appreciated Value shall nonetheless be computed as if such current TRANSFER AGREEMENT AND RECORD had been duly executed and filed, with a price or value set forth therein equal to the actual market value of the Work at the time of the current transfer or at the time of the discovery of such transfer.
ARTICLE FOUR. PROVENANCE: Artist hereby covenants that Artist will maintain a file and record of each and every transfer of the Work for which a TRANSFER AGREEMENT AND RECORD has been duly filed pursuant to ARTICLE TWO herein and will at the request of the Collector or Collector’s successors in interest furnish in writing a provenance and history of the Work based upon said records and upon Collectors’ proposed public exhibitions and will certify in writing said provenance and history of the authenticity of the Work to Collector, her/his successors in interest, to art critics, historians and scholars. Said records shall be the sole property of the Artist. Any such requests by Collector shall be reasonable and Collector shall bear any and all expenses related to said requests.
ARTICLE FIVE. EXHIBITION: Artist and Collector mutually covenant that:
(a) This Agreement shall be exhibited with the Work at all times and in a format or medium that is mutually agreed upon by Artist and Collector. Contract may be shown as a two or three dimensional object, performed live (ex: verbal transmission), or distributed in any manner that the Artist and Collector mutually agree upon.
(b) Collector shall give Artist sixty (60) calendar days written notice of Collector’s intention to cause or permit the Work to be exhibited to the public (the “Notice”). Notice shall include all details of the proposed exhibition which have been made known to Collector by the exhibitor. Artist shall communicate to Collector and the exhibitor any and all advice or request that she may have regarding the proposed exhibition of the Work. Collector shall not cause or permit the Work to be exhibited to the public except upon compliance with the terms of this article.
(c) Collector shall not cause or permit any public exhibition of the Work except with the consent of the Artist to each such exhibition.
ARTICLE SIX. ARTIST’S POSSESSION: Collector understands and agrees that Artist shall have the right, upon written notice to Collector made no later than one hundred and twenty (120) days prior to the proposed shipping date, to possession of the Work for a period not to exceed sixty (60) days, for the purpose of Artist exhibiting the Work to the general public at and by a public or nonprofit institution. Artist shall be responsible for any costs and expenses related to this Article, to include, but not limited to, packing, crating, shipping, installation, deinstallation, and insurance of the Work. Artist shall have the right to such possession of the Work for a period not to exceed sixty (60) calendar days every five (5) years.
ARTICLE SEVEN. DAMAGE OR DESTRUCTION TO WORK: Collector understands and agrees that Collector shall not intentionally damage, alter, modify, distort, mutilate, change or destroy the Work without the prior written approval of the Artist. Collector agrees that in the event of any damage to the Work, Collector shall consult with Artist prior to the commencement of any repairs or restoration. Collector further agrees that Artist shall be given the right of first refusal to make any repair or restoration. Collector agrees to pay all costs and expenses for any repair or restoration. In the event such damage, alteration, modification, distortion, mutilation, change, destruction or other alteration occurs, whether by action of Collector or otherwise, Artist shall, in addition to any other rights or remedies, have the right to have the Artist’s name removed from the Work and no longer have it attributed to said Artist as its creator.
ARTICLE EIGHT. RENTS: In the event that Collector shall become entitled to any monies or compensation, to include but not limited to royalties or rent, for the exhibition and/or display of the Work in any exhibition, the Collector shall pay a sum equal to one-half of said monies to Artist within thirty (30) days of the date when Collector shall become entitled to such monies.
ARTICLE NINE. PHYSICAL REPRODUCTION OF WORK: Artist hereby reserves all rights whatsoever to physically copy or reproduce the Work.
ARTICLE TEN. COPYRIGHT: The Artist retains any and all intellectual property rights, including but not limited to, copyright, trademark, and right of publicity, and all other rights in and to the Work.
ARTICLE ELEVEN. TRANSFEREES BOUND: In the event the Work shall hereafter be transferred or otherwise alienated from Collector or Collector’s estate in any manner whatsoever, Collector shall notify transferee acquiring the Work that said transferee shall in every respect be bound and liable to perform and fulfill each and every covenant herein as if such transferee had duly made and subscribed a properly executed TRANSFER AGREEMENT AND RECORD in accordance with ARTICLE TWO and ARTICLE FIVE at the time the Work was transferred to him or her.
ARTICLE TWELVE. EXPIRATION: This Agreement and the covenants herein shall be binding upon the parties, their heirs, legatees, executors, administrators, assigns, transferees and all other successors in interest and the Collector’s covenants do attach and run with the Work and shall be binding even after the Artist’s death.
ARTICLE THIRTEEN. WAIVERS NOT CONTINUING: Any waiver by either party of any provision of this Agreement or of any right hereunder shall not be deemed a containing waiver and shall not prevent or estop such party from thereafter enforcing such provision or right, and the failure of either party to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Agreement by the other party shall not be construed as a waiver or relinquishment for the future of any such terms or provisions, but the same shall continue in full force and effect.
ARTICLE FOURTEEN. AMENDMENT IN WRITING: This Agreement shall not be subject to amendment, modification, or termination, except in writing signed by both parties.
ARTICLE FIFTEEN. ATTORNEY’S FEES: In the event that either party shall hereafter bring any action upon any default in performance or observance of any covenant herein, the party aggrieved may recover reasonable attorneys’ fees in addition to whatever remedies may be available to said party.
ARTICLE SIXTEEN. GOVERNING LAW AND JURISDICTION: Any legal action or proceeding arising out of or relating to this Agreement shall be instituted in any State or Federal court in the State of New York. Collector agrees to submit to the jurisdiction of, and agrees that venue is proper in, any such court. Notwithstanding the foregoing, in the event of a dispute between the parties arising out of or relating to this Agreement, at the parties’ mutual election, the dispute may be submitted to and settled through binding arbitration in the State of New York.
ARTICLE SEVENTEEN. NOTICE: All notices under this Agreement shall be in writing and shall be effective upon personal delivery, or if sent by national overnight courier or U.S. registered or certified mail, postage prepaid, addressed to the contact person and address named below:
ARTICLE EIGHTEEN. COUNTERPARTS: This Agreement may be signed in one or more counterparts by facsimile, each of which shall constitute an original.
IN WITNESS WHEREOF, the parties have set their hands and seals to this Agreement as of the day and year first above written.