Legal Agreement: CONSIGNMENT The Artist will consign to the Gallery the works described in the attached consignment list for exhibition and sale, on the terms and condition set forth in this agreement. The works will be exhibited to the public and to prospective buyers during ordinary business hours and may be exhibited by special appointment. During the Consignment Term, beginning and ending, as shown above, the Gallery has the exclusive right to have and sell the works consigned to the Gallery. WEBSITE The Gallery may also exhibit the works and other works accepted for website consignment during the Consignment Term and for any additional time as may be agreed, but is under no obligation to do so. SALES PRICE Gallery will sell the consigned works at the price specified in the consignment list unless the Artist authorizes a lower price, but the Gallery may rely upon verbal authorization from the Artist to sell at a lower price. Artist authorizes Gallery to charge less than the agreed retail price, by giving a 10 percent discount to a professional curator, designer or a regular patron of the Gallery. COMMISSION The Gallery will be entitled to a commission on sales of works consigned to the Gallery when the sale is agreed during the Consignment Term; on sales of works exhibited on the Gallery’s website when the sale is agreed during the time the work is exhibited on the website; and to a commission on all sales of work, whether or not it is consigned to the Gallery or exhibited on the Gallery’s website, for sales initiated by the Gallery and agreed by the Artist during the Commission Term, beginning and ending as shown above. The commission will be a percentage of the sales price, not including sales tax, as shown above. PAYMENTS AND TRANSFER The Artist authorizes the Gallery to transfer possession of a work to a buyer upon payment in full of the purchase price, or as may otherwise be agreed by the Gallery and the Artist. The Gallery will credit to itself a portion of any payment for the sale of a work, full or partial, in proportion to its commission, immediately upon receipt of the payment. At the end of a month in which full payment for a work has been received, the Gallery will transfer the Artist’s share of the sales price to the Artist. In the event that the Artist receives funds directly for a sale of a work for on which a commission is owed to the Gallery, the Artist shall pay to the Gallery all funds received for the work to the Gallery until the Gallery’s full commission is paid, and only then may retain any part of the payment price. The Artist grants the Gallery a lien against payments received for a work on which a commissions owed, and any works sold by the Artist, to satisfy the Gallery’s commission. The Artist understands that the Gallery does not maintain separate deposit accounts for the Artist’s funds and the Gallery’s funds. DELIVERY, PLACEMENT, REMOVAL The Artist will deliver to the Gallery and remove from the Gallery the consigned works at the “beginning” and “ending” of the Consignment Term, during ordinary business hours, or as otherwise may be agreed. The location and placement of the works, and the curatorial design of an exhibition will be left to the sole discretion of the Gallery. With the assistance of the Gallery’s staff, and subject to the Gallery’s right to determine location, placement, and curatorial design, the Artist will install consigned works priced greater than $5,000.00 . The Artist agrees to pick up his/her artwork by the assigned pick up date or else he/she will be charged a fee of $25 for every day the artwork remains in the gallery after the designated pick up date. After 30 days, the artwork will be considered property of Blue Line Arts. LOSS OR DAMAGE The Artist is solely responsible for loss or damage to a work incurred in transportation, delivery and removal of a work from the Gallery. Both the Artist and the Gallery will maintain insurance for loss or damage to a work while in the Gallery, including loss or damage that may result before and during installation, and during and after un-installation. The Artist’s insurance will be sufficient to cover the fair market value of the work. Under no circumstances will the Gallery be responsible for damage or loss due to moisture, water, sunlight, earthquakes, acts of God, or for damage or loss resulting from war or criminal attacks perpetrated by persons who are not acting as agents of the Gallery. The maximum amount the Gallery may be liable is for the share the Artist would have received if the work had sold during consignment at its fair market value, not to exceed $25,000 per occurrence, as established by prior sales of the Artist’s works. DEFECTS WARRANTY The Artist warrants that the Consigned Art and other works of art subject to this agreement are free of all defects in materials and workmanship, and when properly installed, shall cause no unreasonable risk to persons or property. The Artist shall notify the Gallery in writing of any installation or safety requirements with respect to each work of art subject to this agreement. OWNERSHIP AND COPYRIGHT The Artist represents and warrants that the Artist solely created and possesses unencumbered ownership of all consigned works and works to be exhibited on the Gallery’s website, and has an unrestricted right to display and reproduce the works in print and other mediums. The Artist hereby grants the Gallery a license to exhibit, display, and to reproduce images of the works for purposes of sale and publicity in print and other every other medium for dissemination during the Term, and any additional time as may be agreed. The Artist further grants the Gallery a right to reproduce the works in print publications for sale by the Gallery to commemorate the exhibition and other exhibitions, at any time before or after the consignment. All other rights are reserved to the Artist. INDEMNIFICATION BY ARTIST Artist shall indemnify and hold the Gallery harmless from all claims, damages and losses which arise from the actual or asserted breach by the Artist of the LOSS and DAMAGE, DEFECTS WARRANTY, and OWNERSHIP and COPYRIGHT provisions, above. INSPECTION OF RECORDS The Artist and the Gallery (or their authorized representatives) shall, upon reasonable notice, have the mutual right to inspect financial records of the other party pertaining to any transaction involving the Artist’s work. IN THE EVENT OF DEATH In the event of the Artist’s death, the executor(s) of the Estate will be bound by the terms of this contract. ENTIRE AGREEMENT This Agreement represents the entire agreement between the Artist and the Gallery and supersedes all prior negotiations, representations, and agreements whether oral or written. This Agreement may only be amended by written instrument signed by both parties. GOVERNING LAW AND VENUE This agreement shall be governed by the laws of the State of California, and all disputes shall be resolved by a court of competent jurisdiction in Placer County, California. SHADOW SALE POLICY: If the artwork is sold up to three months after it exhibited at Blue Line Arts and was sold as a direct result of the buyer seeing the piece in that gallery exhibit, the artist must agree to take responsibility to pay Blue Line Arts the referral commission rate of 15% within a reasonable time after the sale.