Artist Exhibition Agreement This Artist Exhibition Agreement (the “Agreement”) is made and effective as of this _________________, 2017 (“Effective Date”), by and between SHELTER PROVIDERS OF ORANGE COUNTY, INC., a California nonprofit corporation, DBA HOMEAID ORANGE COUNTY (“HomeAid”), and the undersigned (the “Artist”), a creator of the Artwork (as defined below) described in this Agreement (each individually, a “Party,” and collectively, the “Parties”). RECITALS: A. Artist has created each piece of art described in more detail on Exhibit A, which has been attached hereto and is incorporated herein by this reference (collectively, the“Artwork”). B. Artist desires to exhibit and offer for sale the Artwork at the 2017 HomeAid Orange County Art Exhibition at the HomeAid Care Center, located at 1130 North Citrus Street, Orange, CA 92867 (“HomeAid Care Center”), which begins on _______________ and ends on _______________ (the “Exhibition”). The Artwork may be exhibited, displayed or sold either online or in the gallery at the HomeAid Care Center, as determined by HomeAid. C. Artist has entered the Artwork in the Exhibition and the Artwork has been accepted by HomeAid pursuant to the Policies and Procedures set forth on Exhibit B, attached hereto. D. HomeAid intends to exhibit, display, advertise, represent or offer for sale the Artwork at the Exhibition and/or online, as determined in HomeAid’s sole discretion. E. HomeAid owns, operates and maintains the HomeAid Care Center. HomeAid has the full authority to enter into this Agreement as the owner of the facilities wherein Artist’s Artwork will be exhibited. F. The Parties desire HomeAid to have custody and possession of the Artwork in its Exhibition facilties located at the HomeAid Care Center for the purpose of public display, enjoyment, representation and sale. G. The Parties intend this Agreement to set forth the Parties’ respective interests in the Artwork, and the procedures and understandings governing the Artwork’s use, custody, and potential sale.   AGREEMENT The Parties agree as follows: 1. Conveyance. A. Under Loan. Artist grants to HomeAid a loan of the Artwork, subject to this Agreement’s requirements. Artist retains ownership or other controlling interest in each piece of the Artwork not specifically delegated to HomeAid under the Agreement. B. No Exhibiting Obligation Created. Signing this Agreement does not obligate HomeAid to borrow, exhibit or offer for sale Artist’s Artwork. If HomeAid, after signing this Agreement and before physically taking possession of Artist's Artwork, at its sole determination decides that the Artwork is not feasible for display or should not be included in the Exhibition for any reason, then: (i) HomeAid shall notify Artist of HomeAid’s decision to not borrow, exhibit or offer for sale the Artist's Artwork; (ii) HomeAid and Artist shall coordinate Artist’s retrieval of the Artwork; and (iii) HomeAid will be under no further obligation to borrow, exhibit or offer for sale the Artwork. 2. Duration. “Term” means a period during which the Agreement remains in effect. The Term begins on the Effective Date and ends on _______ at _________ P.M. Pacific Time. HomeAid’s right to physically take possession of and display the Artwork for the Exhibition begins on ________. On __________, HomeAid will relinquish physical possession of unsold Artwork to Artist or sold Artwork to Buyer (defined below). 3. In exchange for HomeAid’s exhibition of Artist’s Artwork, Artist grants HomeAid the right to represent Artist in the potential sale of the Artwork, including, but not limited to, the right to display the Artwork in any HomeAid advertising, marketing and media materials and the right to sell the Artwork at the Purchase Price described below to a buyer (each, a “Buyer”). 4. If, during the duration of the Exhibition a Buyer is introduced to Artist’s Artwork through HomeAid, the Exhibition, or any HomeAid marketing materials, any eventual sale resulting from that introduction shall be subject to the terms of this Agreement. 5. Sales Policies, Pricing, Commission and Terms of Purchase. A. Artist has provided HomeAid with a retail sales price for each piece of the Artwork, as set forth on Exhibit A (“Purchase Price”). Artist grants HomeAid the right (but not the obligation) to solicit the Artwork for sale at this Purchase Price and to determine the terms of payment, including, but not limited to, cash purchases, bank card transactions, payments in installments or deferred payments. Artist understands and agrees that by entering and exhibiting the Artwork at HomeAid’s Exhibition, Artist has granted HomeAid the foregoing rights. HomeAid makes no representation that the Artwork will be sold to a Buyer. B. Upon mutual agreement of the Parties, the Purchase Price may be changed. C. Upon any sale of a piece of the Artwork, HomeAid shall retain and be entitled to forty percent (40%) of the Purchase Price (“Commission”). Artist will be entitled to the remaining portion of the proceeds from Purchase Price, less any transaction costs incurred by HomeAid. HomeAid agrees to timely pay Artist this portion of the Purchase Price within sixty (60) from the date of sale of the Artwork. 6. Artist shall retain ownership of all Artwork displayed by HomeAid until such Artwork is sold pursuant to the terms of this Agreement or otherwise. Notwithstanding this Agreement, Artist shall retain all copyright to all Artwork in perpetuity, as required by law. 7. Artist agrees to provide HomeAid, in a timely fashion and upon request, with any necessary documents or information in support of sales of the Artwork. 8. Emergency Preservation. HomeAid has a right (but not the obligation to apply any emergency preservation measure without the Artist's permission if immediate action is required to protect the Artwork or to protect other property in HomeAid’s custody. 9. Reproduction and Use in Publicity Materials. Artist authorizes HomeAid to reproduce any Artwork before and during Exhibition for reporting the Artwork’s condition, documenting installation, and publicizing Exhibition. Artist grants HomeAid the right to use or publish images of their Artwork to promote the Exhibition, future call for entries, videos, or the art galleries. HomeAid also has the right to include images of the Artwork in its online gallery or on its Facebook Page, Google+ page, ArtSlant Page, FLKR, blog or other social media sites at its sole discretion for the purpose of promoting Artist, the Exhibition and future events. Artist understands, acknowledges and agrees that HomeAid may photograph and display images of the Artwork online or in other forums for promotional or other purposes. This section shall survive the expiration of this Agreement.   10. Waiver of Liability. HomeAid is not responsible for any damage, breakage, replacement or cost associated with any damage or breakage that may occur during transport, unpacking or display of the Artwork. HomeAid will take precaution in handling the Artwork, but HomeAid assumes no liability for any loss or damage to the Artwork while in HomeAid’s care, custody or control, before, during or after the Exhibition. Artist acknowledges that exhibition of the Artwork is at Artist’s sole risk. Artist releases and waives any claims against HomeAid, including its affiliates, parent and subsidiary companies, officers, directors, employees, attorneys, assigns and any and all other persons or entities that could potentially be liable to Artist as a result of damage or theft of the Artwork. 11. Insurance. Artist is solely responsible for obtaining any insurance coverage desired for the Artwork. HomeAid assumes no responsibility for obtaining insurance coverage for the Artwork. 12. Title and Copyright. Artist warrants that Artist has full legal title and copyrights to the Artwork. Artist will indemnify and defend HomeAid against, and hold HomeAid harmless from, any liability (including attorney's fees and the costs of defending any actions) arising out of any claim by any individual, institution or other person claiming full or partial title or copyright to the Artwork. 13. Miscellaneous. A. No Personal Liability. No director, trustee, officer, agent, governing board member or employee of HomeAid is personally subject to any liability under this Agreement. B. Severability. If a court of competent jurisdiction determines any Agreement provision to any extent to be invalid or unenforceable, the remainder of this Agreement is not affected, and each remaining Agreement provision is valid and be enforceable to the fullest extent permitted by law. If any Agreement provision is capable of more than one construction, one of which would render the provision void and any other of which would render the provision valid, the provision has the meaning that renders it valid. C. Waiver. No provision or breach of that provision is considered waived, except by written consent of a Party against whom the waiver is claimed, and any waiver of the breach of any provision is not considered to be a waiver of any other Agreement provision. A Party’s acceptance of another Party’s performance after the time that performance becomes due does not constitute the accepting Party’s waiver of the breach or default of an applicable Agreement provision unless the accepting Party expressly indicates in writing otherwise. D. Entire Agreement. This Agreement, including any attachments, constitutes the entire understanding between Artist and HomeAid and supersedes each prior or contemporaneous agreement - whether written or oral - between parties. Any oral representation not contained in the Agreement is binding on the parties only if the parties have acknowledged it in writing. The Parties have not entered any warranty, representation, or other agreement in connection with the Agreement’s subject matter unless specifically set forth in the Agreement. Any supplement, amendment, alteration, modification, waiver or termination of this Agreement is binding only if the Parties have entered it in writing.