In submitting an application for this open call you agree to the following terms:
Artist Representation and Consignment Agreement (Agreement) is hereby entered as of date of submission (the Effective Date) by Submitting Artist, a United States (Artist), and SlipStitch Studio Inc., a Washington corporation (SlipStitch) (Artist and SlipStitch are individually referred to herein as a Party, and collectively as the Parties).
1. Appointment and Additional Services.Appointment:
The Artist agrees that all Artwork(s) listed in submission(s) and invited to participate are expressly designated for sale under the terms of this Agreement. Artist hereby appoints SlipStitch as the Artist’s non-exclusive agent for the exhibition, promotion, and sale of the specific Artwork(s) listed in submission(s) and invited within the agreed Territory, which shall be United States/Worldwide. Such Artwork(s) may be sold through exhibits hosted or planned by SlipStitch (collectively, the Exhibits), as detailed in the Schedules and subject to the terms outlined in Section 8, Pricing: SlipStitch Commission; Terms of Payment. Additionally, any and all discussions, negotiations, or agreements regarding the sale, pricing, or terms of the Artist’s Artwork(s) that occurred prior to the execution of this Agreement are hereby nullified and superseded by the terms set forth herein. This Agreement represents the full and complete understanding between the Artist and SlipStitch, and no prior statements or commitments shall be binding unless explicitly incorporated into this document. Term. The Term of this Agreement commences on the Effective Date and thirty (30) days from the end of the last Exhibit for any Artwork(s) listed in a Schedule hereto, regardless of the return of any Artwork(s) to Artist (the Term). Upon the Parties executing any subsequent Schedule(s), the Term will continue or recommence, depending on the circumstances.
2. Representations and Warranties.
Artist. Artist hereby represents and warrants that: (a) Artist is resident of United States; (b) Artist possesses unencumbered title to the Artwork(s); (c) any descriptions of the Artwork(s) or promotional materials about the same are actual, accurate, and do not violate any third party’s right; (d) Artist has the full right and authority to enter into and perform Artist’s duties and obligations under this Agreement; and (e) Artist’s execution, delivery and performance of this Agreement does not violate any provision of any agreement to which Artist is a party or beneficiary, or any agreement to which any entity or person affiliated with Artist is a party.
SlipStitch. SlipStitch hereby represents and warrants that: (a) SlipStitch is a corporation duly organized, validly existing, and in good standing under the laws of the State of Washington (b) SlipStitch has the full right and authority to enter into and perform its duties and obligations under this Agreement; and (c) SlipStitch’s execution, delivery, and performance of this Agreement does not violate any provision of any agreement to which SlipStitch is a party or beneficiary, or any agreement to which any entity or person affiliated with SlipStitch is a party. 3. Copyright and Personality Rights License.Granting of Rights. Artist hereby grants to SlipStitch a non-exclusive license to use, publish, and display: (a) the Artwork(s); (b) copies, photographs, and other reproductions and derivative works of the Artwork(s) in any medium; (c) Artist’s name, image, and likeness to promote the Artwork(s); and (d) all other descriptions, information and materials supplied by Artist for purposes of advertising, promoting, exhibiting, displaying and selling the Artwork(s).
Duration. The rights of usage detailed in Section 4 of this Agreement shall: (a) for purposes other than for SlipStich’s website artist and artwork portfolios, Exhibit of an Artwork(s) expires thirty (30) days from the end of the last Exhibit for any Artwork(s) invited, hereto, regardless of the return of any Artwork(s) to Artist (the Term). Upon the Parties executing any subsequent Schedule(s), the Term will continue or recommence, depending on the circumstances; and (b) SlipStitch’s website artist and Artwork(s) portfolios will be ongoing and remain after the Term.
4. Packing and Shipping Responsibilities; Returns.
General Responsibilities: Shipping. Packing, handling, and shipping charges and loss or damage of an Artwork(s) during transit from the Artist to SlipStitch shall be the responsibility of the Artist. SlipStitch assumes all risk and liability for the Artwork(s) free on board (F.O.B.) at SlipStitch’s Office at 6107 13th Avenue South, Seattle, Washington 98108, and SlipStitch will not be held responsible for any miss-shipments, loss, or damaged items shipped from Artist. Any Artwork(s) shipping date must be arranged with SlipStitch before shipping. Subject to limitations detailed in Section 6 of this Agreement, SlipStitch is responsible for any Artwork(s) in SlipStitch’s possession.
Returns. The Artist must provide/supply SlipStitch with a return label or call tag with the original shipment to the gallery. Notice of request for the return of any Artwork(s) to the Artist is to be sent fifteen (15) calendar days’ prior to shipment of any Artwork(s) to the Artist. Artist is responsible to ship any sold Artwork(s) to a third party (purchaser) if the Artwork(s) are in the Artist’s possession. SlipStitch is responsible to ship any sold Artwork(s) to a third party (purchaser) if the Artworks are still in the gallery's possession.
5. Artwork(s) Responsibilities: Insurance.
As between Artist and SlipStitch, SlipStitch shall be responsible for the care of all consigned Artwork(s) upon the delivery of the Artwork(s) to SlipStitch and until SlipStitch’s return of such Artwork(s) to Artist or sale to the third Party(ies). Both Artist and SlipStitch shall maintain adequate insurance for the Artwork(s) during the Term.
6. Title.
Title to an Artwork(s) remains with the Artist until the Artist has been paid amounts owed for the Artwork(s) purchase from the SlipStitch as provided under this Agreement. Upon such an event, the Art-work(s) title passes directly from the Artist to the purchaser of the artwork.
7.Terms of Payment.
Pricing. Subject only to minimum retail sale prices as detailed in Schedule(s) to this Agreement, SlipStitch and the Artist shall determine the retail sale price of an Artwork(s). Should SlipStitch sell any Artwork(s) below an estimated price provided by Artist to this Agreement, SlipStitch will obtain the Artist’s prior written consent before such sale. Parties agreed to discount the retail sale price of an Artwork(s) will be shared equally. SlipStitch and Artist agree that SlipStitch’s commission for the promotion and sale of any Artwork(s) (collectively, the Commissions) shall be: (a) thirty-five percent (305%) of the gross sales received for such Artwork(s).
Sales Reporting after Exhibits. Sales Reporting after Exhibits. Artist shall have a duty to report any Art- work(s) sale, made by Artist during the Term should such Artwork(s) be returned to the Artist. The Parties acknowledge and agree that such sales shall accrue Commissions as detailed herein.
Commission Payment: Discrepancy Reporting. Artists will receive payment for accrued Commissions for an Artwork(s) no later than thirty (30) days after closing such Artwork’s Exhibit(s). Should there be any discrepancies between any Commission payment and amounts an Artist believes they are entitled to under this Agreement, the Artist must notify SlipStitch in writing of such discrepancies (collectively, Discrepancy Notices) within thirty (30) days of receipt of such payment. The Parties will cooperate to find a resolution to the dispute. A Commission payment will be considered accurate and accepted should the Artist fail to provide a Discrepancy Notice to SlipStitch about such payment during a thirty (30) day notice period.
8. Confidentiality.
During the Term of this Agreement and thereafter, neither Party shall use or disclose any of the other Party’s Confidential Information to any third party without the prior written consent of such other Party (Disclosing Party). Confidential Information includes trade secrets, inventory lists, pricing lists, customer lists, marketing and sales practices, business methods, contracts (including this Agreement), processes, procedures, manufacturers, business information, and any other information or material identified by the Disclosing Party to the other Party as confidential or secret.
9. Default and Termination; Survival.
Default. A Party will be in default of this Agreement if: (a) such Party breaches any term or provision of this Agreement and such Party fails to cure such breach within ten (10) calendar days after the non-breaching Party gives notice specifying the nature of such breach; (b) any representation or warranty made by such Party herein is or becomes untrue or misleading; (c) such Party engages in any illegal activity; or (d) such Party becomes insolvent, admits in writing its inability to pay its creditors, or is voluntarily involved in bankruptcy proceedings and such situation is not favorably resolved within thirty (30) calendar days thereafter. In the event of an event of default, the non-defaulting Party shall, in addition to recovery of damages and any other rights and remedies available at law or in equity, be entitled to immediately terminate this Agreement by written notice to the defaulting Party.
Termination. Should Artist wish to terminate this Agreement, Artist must provide notice to SlipStitch of such termination at least eight (8) weeks before the fi rst Exhibit. Artist will be responsible for reimbursing SlipStitch all costs associated with the production of Exhibit(s) to the date of termination of the Agreement should Artist terminate this Agreement within eight (8) weeks before an Exhibit. SlipStitch may terminate this Agreement at any time during the Term.
Survival. The provisions of Sections 3, 4, 5, 7, 9, 10, 11, and 12 shall survive termination of this Agreement.
10. Notice.
Unless otherwise provided in this Agreement, a notice required or permitted under this Agreement will be deemed given by a Party if in English, in writing, and delivered by such Party in person, by email, facsimile, certified mail with return receipt requested, or another delivery service that obtains written confirmation of receipt. Notices by mail or delivery service will be addressed to Artist and SlipStitch at the address set forth in the signature section below or at such other address as either Party may designate by notice to the other Party pursuant to this subsection of this Agreement. Notices sent in accordance with this subsection of the Agreement will be deemed to have been given: (a) on the date of receipt in the case of email, facsimile, or courier; or (b) on the tenth (10th) business day following mailing (unless received on an earlier date) in the case of certified mailing.
11. Governing Law; Venue.
The laws of the State of Washington applicable to contracts negotiated and performed in Washington will govern this Agreement. The Parties will conduct friendly negotiations (includ- ing mediation if requested by either Party) to resolve any dispute arising from thisAgreement. Any dispute between the Parties arising out of this Agreement will be resolved by binding arbitration in Seattle, Washington, by one (1) arbitrator through JAMS Alternative Dispute Resolution and subject to the Commercial Arbitration Rules & Mediation Procedures of the American Arbitration Association. The Parties consent to any resulting arbitral award to be enforced by the courts sitting in Seattle, Washington, 5 or wherever appli- cable. The prevailing Party in any such proceeding will be entitled to receive from the non-prevailing Party the prevailing Party’s reasonable attorney’s fees incurred in connection with such proceeding. The Parties shall equally split any arbitration or mediation costs in any such proceeding(s).
12. Assignment and Transferability of Rights.
This Agreement will be binding on and inure to the benefi t of the Parties hereto and their respective successors, assigns, heirs, and personal representatives. Neither Party will assign or transfer any right or obligation under this Agreement without the prior written consent of the other Party, and any attempted assignment without the other Party’s prior written authorization will be void.
13. Waiver.
No waiver of any term or condition of this Agreement by SlipStitch shall be valid unless in writ-ing ad signed by the Parties, and no such waiver shall extend to any term or condition or any breach other than those specifi cally described in such waiver. No failure or delay by a Party to strictly enforce any of the provisions of this Agreement will be construed as a waiver of such provision.
14.Severability.
If any provision of this Agreement is held by a court of law to be illegal, invalid, or unen- forceable: (a) that provision shall be deemed amended to achieve as nearly as possible the same economic or protective effect as the original provision; and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
15. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, email (including PDF), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
16. Other Definitional Terms, Terms of Construction.
The words hereof, herein, and hereunder, and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The words include includes, and including shall be deemed to be followed by the phrase without limitation. Unless the context used herein otherwise clearly requires or has the inclusive meaning represented by the phrase and/or. All incorporation by reference of covenants, terms, definitions, or other provisions from other agreements are incorporated into this Agreement as if such provisions were fully set forth herein and include all necessary definitions and related provisions from such other agreements. References to statutes, regulations, or laws include any amendments, modifications, or replacements of such statutes, regulations, or laws.
17. Entire Agreement.
This Agreement and Appendices hereto are the complete and exclusive statement of Agreement of the Parties regarding matters covered by it. This Agreement and its Appendices replace and supersede all prior written or oral agreements or statements by and among the Parties concerning the matters it covers. This Agreement may not be modified or amended except in writing and signed by a duly authorized representative of each Party.
