Guide to Artist-Gallery Consignment Contracts - St. Louis Volunteer ...

Guide to Artist-Gallery Consignment ContractsAgreement: anotherword meaning contractArtist-Gallery AgreementThis section identifies the parties to the contract and why each party has enteredinto the contract.This agreement entered into on the______day of _____________ , 20___ , by andbetween _______________________________________(“Artist”), residing at_________________________________________________________and ________________________________________________ (“Gallery”), whose principal placeof business is________________________________________.WHEREAS, Artist is in the business of creating Works of Art and Gallery is in thebusiness of exhibiting and selling Works of Art; andWHEREAS, the parties wish to enter into a business relationship for the sale byGallery of Works of Art (“Works”) created by Artist;Covenant: a promise byone of the parties to acontract to do a specifiedthingAgency: a legalrelationship where onehas the authority to actfor anotherFiduciary: a personwho acts primarily foranother's benefitNOW, THEREFORE, in consideration of the foregoing premises and conditions,mutual covenants contained herein, and for other valuable considerations, theparties have agreed as follows:As an agent for the Artist, the Gallery acts as the Artist’s public representative forthe business at hand. This clause outlines the Gallery’s duties in broad strokes;subsequent clauses explicitly define the Gallery’s duties.1. AGENCY; FIDUCIARY DUTY OF GALLERY. Artist appoints and establishesGallery as agent for the purpose of exhibition and sale of the consigned Works.The parties agree that Gallery, as agent for Artist, has a fiduciary relationshipto Artist and owes a duty to Artist to deal fairly and honestly, to care prudentlyfor and to manage the business affairs for Artist on sales and commissions, toaccount periodically and to disclose promptly all information relevant to Gallery’srepresentation of Artist. Parties agree that Gallery has a legal obligation to actonly in the interest of Artist and to forego all advantages aside from propercompensation.Consignment: thephysical transfer ofpossession of goods to anagent for sale; right ofownership does not passThis clause lays out the method of consignment and the procedure to add otherworks not originally consigned. Options 1 and 2, following this main clause, maybe added to explicitly spell out the rights of both parties concerning Works of Artthat have not been consigned.2. CONSIGNMENT. Artist shall consign to Gallery, and Gallery shall acceptconsignment of, all Works described in the Consignment Sheet (Schedule A), forthe full term of the agreement. The parties shall each have a copy of Schedule A. Allmodifications or additions to Schedule A shall be in writing, signed by both parties,and attached to this Agreement.Artist shall not exhibit or sell any Works consigned to Gallery without the priorwritten approval of Gallery. If consent is given, Gallery shall receive ____ percent ofthe sale as commission. Artist and Gallery specifically agree that Artist shall be freeto exhibit and sell any Work not consigned to Gallery or otherwise included underthis paragraph.*St. Louis Volunteer Lawyers and Accountants for the Arts—5—