Gallery Exhibition Agreement
This Gallery Exhibition Agreement (“Agreement”) is entered into by and between the City of Kettering, Ohio ("City" or "The Kettering Health Art Gallery formerly Rosewood Gallery"), and ("Artist"), whose mailing address is (City and Artist are collectively referred to as “Parties” and individually as “Party”), and is effective as of the date the last Party signs below.
WHEREAS, Artist desires to have some of Artist’s artwork displayed by The Kettering Health Art Gallery ; and
WHEREAS, The Kettering Health Art Gallery is interested in displaying an exhibit that includes all of the artwork that Artist delivers to The Kettering Health Art Gallery and that The Kettering Health Art Gallery is capable of displaying (“Artwork”);
NOW, THEREFORE, in consideration of the promises, terms, conditions, and covenants set forth below, the Parties agree as follows:
A. Artist shall deliver the Artwork to The Kettering Health Art Gallery, and The Kettering Health Art Gallery  shall exhibit the Artwork in its gallery during the period beginning up through and including .
B. Artist shall arrange, pay for, and assume all risks associated with the preparing the Artwork for proper display (e.g., framing), packing, shipping, and delivery the Artwork at The Kettering Health Art Gallery  on the date designated by the The Kettering Health Art Gallery Coordinator, which shall be prior to the exhibit opening date. Artist shall arrange, pay for, and assume all risks associated with the shipping and receiving of the Artwork from The Kettering Health Art Gallery back to Artist. Artist is responsible for insuring the Artwork during all shipping and delivery processes described in this Paragraph. 
C. Artist shall deliver the following materials to the Kettering Health Art Gallery  Coordinator at least six (6) weeks prior to the exhibit opening date:
1. A loan agreement, including title, date, media, and value of the Artwork.
2. Artist’s current resume and Artist's statement.
D. While the Artwork is on exhibit at the Kettering Health Art Gallery, City agrees to pay Artist the fair market value of any damage to the Artwork, as long as such damage is caused by the negligence of City or its employees and agents. City's liability to Artist under this paragraph shall not exceed Five Thousand Dollars ($5,000.00). Except as otherwise provided for in this Agreement, Artist is solely responsible for the Artwork, and waives any and all claims against City that are in any way related to this Agreement or the Kettering Health Art Gallery display of the Artwork.
E. Artist agrees to protect, defend, indemnify and hold City, its officers, employees, elected officials, volunteers, and agents free and harmless from and against any and all losses, claims, damages, costs, causes of action, or liability of every kind and character arising out of or in any way connected with this Agreement, including, without limitation, the exhibition or sale of the Artwork.
F. In the event that someone wishes to purchase any of the Artwork, which Artist designated as being for sale, Artist agrees that The Kettering Health Art Gallery may act as agent for Artist, sell the Artwork, and accept payment of the purchase price on behalf of Artist. The Kettering Health Art Gallery will then forward the payment to Artist. Artist assumes all risk associated with accepting negotiable instruments tendered for payment. Artist is responsible for all
applicable sales taxes, which shall be setoff by The Kettering Health Art Gallery before sending payment to Artist. Artist shall pay The Kettering Health Art Gallery thirty percent (30%) of the sales price as a commission fee, which shall be setoff
by The Kettering Health Art Gallery before sending payment to Artist; the commission fee shall apply whether the Artwork is sold while exhibited at The Kettering Health Art Gallery or as a direct result of the exhibition. The Kettering Health Art Gallery will remit
the balance to Artist. Artist shall pay for any charge backs and fees associated with a credit card purchase. Artist assumes all risk and waives any claims related to errors made during the sale of the Artwork.
G. The Kettering Health Art Gallery agrees to promote the exhibition by press release to the local media and by sending announcements to the The Kettering Health Art Gallery mailing list.
H. Artist agrees that exhibited work will remain on exhibit in The Kettering Health Art Gallery until the agreed closing date of the exhibit.
I. Artist hereby grants The Kettering Health Art Gallery a revocable, non-exclusive, non-transferable, royalty-free license to do the following:
1. Exhibit the Artwork, and sell any Artwork designated by Artist;
2. Photograph the Artwork and file prints;
3. Reproduce any photographs or images of the Artwork in City publications or marketing materials, or distribute such photographs or images to schools, colleges, or other educational organizations for
educational use, grant application, or exhibition prospectus;
4. Loan any photographs or images taken by The Kettering Health Art Gallery, for the purpose of reproduction in media, including, without limitation, newspapers and periodicals, and allow any such copyrighted institutional publication to make their own images for copyrighted reproduction; provided, however, that such photographs or images loaned for such purposes must be credited with “courtesy of (Name of Owner of the Artwork)”; and
5. Allow the general public to photograph the Artwork, unless otherwise notified by Artist in writing at least three weeks before the exhibition begins.
J. Except in cases of emergency to preserve the Artwork, The Kettering Health Art Gallery shall not restore or otherwise alter the Artwork without the written consent of Artist. Artist is solely responsible for all cleaning, maintenance, or restoration of the Artwork.
K. Artist shall have the Artwork removed from the The Kettering Health Art Gallery and off all City property no later than fifteen (15) business days after the conclusion of the exhibit, as described in Paragraph A. Any portion of the
Artwork that is not removed from The Kettering Health Art Gallery and off all City property is abandoned (“Abandoned Artwork”), and the following shall apply to the Abandoned Artwork:
1. Artist expressly waives any and all rights related to the Artwork under the Visual Artists Rights Act, 17 U.S.C. §106A, including the rights of attribution and integrity, and under the Copyright Act. Artist 's waiver includes, but is not limited to, those rights pertaining to sale, distortion, mutilation, destruction, relocation, and modification of the Artwork.
2. Artist transfers and assigns Artist’s ownership of and all interests in the Artwork to City, thereby granting City full ownership of all rights, title, and interests in the Artwork.
3. Artist acknowledges and warrants that no other person or entity possesses an interest in the Abandoned Artwork, and Artist shall indemnify and hold harmless City from any claim of ownership or interest of any
kind in the Artwork.
4. City may exercise any right of ownership over the Abandoned Artwork, including, without limitation, selling, distorting, mutilating, destroying, relocating, keeping, altering, or storing the Abandoned Artwork.
L. The Kettering Health Art Gallery reserves the right to reject any work that is not consistent with the work originally reviewed and/or any work that is not professionally presented or secure for hanging or suitable presentation.
M. City may terminate this Agreement when, in the sole determination of City, the commencement, continuance, or specialists at the event is not warranted. Either Party may terminate this Agreement upon 90 days written notice to the other Party.
N. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement will be reformed, construed, and enforced in such a manner as to make such provision valid, legal, or enforceable.
O. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any
Party.
P. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio, without regard to choice of law rules, except to the extent that federal law preempts those laws. The Parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Montgomery County, Ohio, waive any objection thereto, and agree that any dispute arising under or related to this Agreement shall be brought therein.
Q. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all agreements and understandings between the Parties concerning the subject matter hereof. This Agreement may only be modified or amended by a signed written agreement between the Parties.
By signing below, the Parties acknowledge that they have read this Agreement in its entirety; understand the terms of this Agreement; have had the opportunity to consult with legal counsel regarding terms of this Agreement; and knowingly, voluntarily, and willfully enter into this Agreement without any duress or coercion of any kind.