Conditions Governing Loan 1. The Lender has loaned the Work to the Museum, and the Museum has accepted the same on loan, pursuant to the terms and conditions set forth in these Conditions. The loan shall automatically expire at the end of the Loan Period set forth on the reverse. If no date is specified, the loan shall be for a reasonable period of time, but in no event to exceed three (3) years. Upon the expiration of the loan, Lender is on notice that either a return or renewal must be effected. Lender hereby grants the Museum the right to display the Work at the Exhibition, the right to reproduce the Work in accordance with the terms and conditions of this agreement, and the right to use attribution and publicity releases involving the Work and the artist. 2. The Museum will exercise the same level of care and security with respect to the Work as it does in the care and security of its own comparable property. It is understood by Lender and the Museum that all tangible objects are subject to gradual inherent deterioration for which neither party is responsible. Evidence of damage to the Work at the time of receipt by the Museum will be reported to Lender in a full Condition Report. No restoration, stabilization, or refurbishment of the Work will be undertaken without specific written approval of the Lender. In the event that the Work is damaged, destroyed or stolen, the Museum will immediately contact the Lender via telephone as well as written confirmation. The report of the circumstances will be provided. Lender acknowledges that the Museum will not be held liable for any costs, damages, losses or theft of the Work resulting from: Lender’s directions in relation to installation or dismounting and/or Lender’s instructions to display fragile items on loan without protection by glass, plexiglass or other means. Lender also certifies that the Work is in such condition as to withstand the ordinary strains of packing, transportation and handling. 3. The Work lent to the Museum for the Exhibition shall remain in possession of the Museum for the Loan Period, but may be withdrawn from the Exhibition at any time by the Museum at its sole discretion. 4. Unless Lender expressly elects to maintain his or her own insurance coverage, the Museum will insure the Work “wall to wall” under its normal and customary fine arts policy for the amount specified on the reverse side of the contract, which will reflect the fair market value for the Work. Said amount shall not constitute an appraisal. Subject to the remaining terms of this contract, the Museum will insure against all risks of physical loss or damage from any external cause while on location or in transit with a carrier chosen by the Museum for the Loan Period. With respect to works which have been industrially fabricated, and can be replaced to the artist's specifications, the Museum's liability shall be limited to the cost of such replacements. The Museum's fine arts policy contains normal and customary exclusions for loss or damage due to wear and tear, gradual deterioration, insects, vermin, inherent vice or damage sustained due to and resulting from any repairing, restoration or retouching process or due to such causes as hostile or warlike action in time of peace or war, atomic, nuclear or radioactive force, reaction or contamination, insurrection, rebellion, civil war, usurped power or action taken by government authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority, or risks of contraband or illegal transportation or trade. Lender agrees that in the event of loss or damage, recovery shall be limited to such amount, if any, as may be paid by the insurer. Except for such insurance recovery, Lender hereby completely and generally releases the Museum, the City of Lancaster, and their respective officers, directors, employees, agents, representatives, successors and assigns from any and all claims and demands of any kind and nature, in law, equity or otherwise, contract, tort, statutory or common law, known or unknown, suspected or unsuspected, disclosed or undisclosed, and from all claims and demands of any kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, for damages (actual, consequential, punitive and/or trebled), past, present and future, (collectively, a "Complete Release") arising out of, relating to, or are in any way connected to loss of or damage to the Work. It is understood and agreed by and between the parties that the immediately preceding sentence constitutes a full, complete, and final general release of any and all claims described as aforesaid. If Lender elects to maintain its own insurance, the Museum must be supplied with a Certificate of Insurance naming the Museum and the City of Lancaster as an additional insured or a waiver of subrogation against the Museum and the City of Lancaster. If Lender fails to supply the Museum with such a Certificate or waiver within thirty (30) days after Lender signs this contract, this shall constitute a Complete Release by Lender to the Museum and the City of Lancaster and their respective officers, directors, employees, agents, representatives, successors from any claims arising out of, relating to, or in way connected to loss or damage to the Work. It is understood and agreed by the parties that the immediately preceding sentence constitutes a full, complete, and final general release of any and all claims as described in the immediately preceding sentence. The Museum shall not be responsible for any error or deficiency in information furnished to Lender's insurer or for lapses in coverage or incomplete coverage. 5. If the legal ownership of the Work changes during the term of the loan, whether by reason of death, sale, insolvency, gift or otherwise, Lender shall promptly notify the Museum in writing of the same, and the new owner may, prior to the return of the Work, be required to establish his or her legal right to receive the Work by written proof satisfactory to the Museum. The Museum will give Lender or his/her duly authorized agent or legal representative written notice of not less than one (1) month if it desires to return any of the Work, and at the expiration of said one (1) month period, such Work, if not accepted or collected by the Lender or his/her authorized agent or legal representative, may be placed in storage, either at the Museum or at a public or private warehouse, at Lender's sole risk and expense unless other arrangements are previously agreed upon in writing. If, after three (3) years, such Work has not been removed from storage, in consideration for storage, Lender acknowledges and agrees that Lender shall have been deemed to have made the Work an unrestricted gift to the Museum and the Work shall be deemed the unrestricted property of the Museum. In such event, Lender further agrees to cooperate with the Museum in executing any documents necessary to perfect the Museum's rights in the Work. Unless other written agreements are made with the Museum, Lender is responsible for packing, transportation, as well as all costs and liability relating to the delivery, retrieval and packaging of items on loan. Lender is also responsible for the retrieval of the items on loan at the time stated. 6. Unless the Museum is otherwise notified in writing (including as indicated on the reverse), it is understood that the Work lent to the Museum may be photographed, sketched or reproduced in any media (in all forms whether now known or hereafter devised) for non-commercial purposes, including, without limitation, non-profit, publicity, catalog, and education. The Museum shall have the right to reproduce, transmit and display the whole or any part of the image of the Work by any means, device or process (including but not limited to photographs, slides, film, videotapes and digital forms as well as transmission via television and the internet) to the public for identification, publicity, education, exhibition and promotional purposes. The Lender will be credited as indicated in the credit line on the previous page. Any reproduction of any image of the Work made under this agreement shall be the property of the Museum. Unless otherwise noted in writing by the Lender, the general public may photograph the Work on display. 7. Lender represents and warrants that (a) the artist or Lender (as applicable) identified on the reverse side of this contract is the sole and exclusive owner of all worldwide right, title and interest, including all copyright, in and to the Work, (b) no rights or title in or to the Work have been previously assigned, granted or otherwise encumbered, (c) the Work is original, not in the public domain, and does not constitute an infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, right of publicity, right of privacy or other proprietary right of any other party, (d) the Work does not contain any libelous or otherwise unlawful matter, (e) any and all necessary approvals and/or consents to use or incorporate any material, and/or any name, face or likeness of any person, character, animal or any other personality, into the Work have been obtained, (f) Lender has obtained all rights necessary to enter into, and to perform all its obligations under this agreement; and (g) the Work is not the subject of any litigation or claim. Lender agrees to indemnify, release, defend, save and hold harmless the Museum and the City of Lancaster, and their respective officers, employees, agents, representatives, successors and assigns, from and against any and all claims, actions, proceedings, suits, damages, recoveries, losses and liabilities, license fees, interests, costs and expenses (including attorneys' fees), judgments, or settlement amounts, arising out of a breach of any of the foregoing representations and warranties. 8. To the maximum extent permitted by law, in no event will the Museum, the City of Lancaster, or any of their respective officers, employees, agents, representatives, successors or assigns be responsible for any incidental damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost business and/or any indirect economic damages whatsoever regardless of whether such damages arise from claims based upon contract, negligence, tort (including strict liability or other legal theory), a breach of any warranty or term of this agreement, and regardless of whether any such party was advised or had reason to know of the possibility of incurring such damages in advance. 9. This agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, administrators, executors, personal representative, successors and assigns. 10. This agreement shall be construed in accordance with and all disputes hereunder shall be governed by the internal laws of the State of California without reference to its conflicts of law’s provisions. Venue and jurisdiction for any dispute arising under or involving this contract shall be vested exclusively in the federal and state courts located in the County of Los Angeles, California, USA. Lender consents to personal jurisdiction in said courts and shall not seek to transfer or change venue of any action brought in compliance with this paragraph. In the event of any controversy, claim or dispute between the parties arising out of or related to this contract, the prevailing party shall be entitled to recover from the non-prevailing party reasonable costs and expenses, including without limitation reasonable attorneys' fees. 11. This agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements and understanding relating thereto. If any provision of this agreement is determined invalid under applicable law, such invalidity shall be limited to such provision without invalidating the remainder of this agreement. 12. Notwithstanding anything contained herein to the contrary, Museum reserves the right to require different or additional shipping and/or insurance requirements than set forth above. Upon receipt of written notice of such additional and/or different requirements, Lender agrees to satisfy such different or additional requirements as if set forth herein in full. The conditions set forth above shall apply to all loans and cannot be modified, altered, changed, waived or otherwise affected except by written consent of the museum.