THIS FOUNDRY ART CENTRE ARTIST ART WORK EXHIBITION AGREEMENT (the
“Agreement”) is entered into between the City of St. Charles, Missouri through the Foundry Art Centre (the “Centre”) and the Artist identified above (the “Artist”) for the purpose of exhibition of Artwork of the Artist upon the following terms and conditions.

1. Agency; Purposes. The Artist appoints the Centre for the purposes of exhibition only. The Centre shall not permit the Artworks to be used for any other purposes without the written consent of the Artist.

2. Exhibition. The Centre accepts for exhibition only, those Artworks listed on the attached Inventory Sheet, which is part of this Agreement. The Artist and Centre shall sign all Inventory Sheets. The Artist shall provide the Inventory Sheet, exhibition title, and no less than three (3) high resolution digital images for promotional or marketing purposes no later than eight (8) weeks prior to the exhibition start date. The due date for the Inventory Sheets and promotional materials are due the same date as the marketing material are due as set forth above.

3. Commission. Centre will solely be responsible for the sale of Artwork. The Centre shall receive a commission of fifty percent (50%) of the sale price. The Centre will remit the Artist’s share of the sales price within sixty (60) days of the later of the sale of the Artwork or the closing date of the exhibition. An IRS Form W-9 is required to be completed by the Artist.

4. Artist Warranty of Title. The Artist hereby warrants that he/she created and possesses unencumbered title to the Artworks, and that their descriptions are true and accurate.

5. Duration of Exhibition. The Artist and the Centre agree to the exhibition dates set forth above, and that the Artist does not intend to request the return of the Artwork before the end of this term. Thereafter, exhibition shall continue until the Artist requests the return of any or all of the Artworks or the Centre requests that the Artist take back any or all of the Artworks with which request the other party shall promptly comply.

6. Transportation Responsibilities. The packing, transportation of, and handling expenses and risk of loss or damage incurred in the delivery of Artworks from the Artist to the Centre, and in the Artwork’s return to the Artist, are the responsibility of the Artist unless otherwise agreed to in writing by the Centre and the Artist.

7. Installation. The Artist is responsible for having the Artwork ready for installation. Special installation materials are the responsibility of the Artist and must be approved in advance by the Centre. The Centre is responsible for the curation and installation of the Artwork unless otherwise agreed to in writing by the parties. The Centre staff follows standard gallery and museum practices for the handling and installation of the Artwork.

8. Responsibility for Loss or Damage. The Centre shall be responsible for the safekeeping of all Artworks while the Artwork is in its custody. The Centre is not responsible for Artwork in transit. The Artist is responsible for insuring his/her Artwork while in transit and up until the time it is received and accepted by the Centre.

9. Fiduciary Responsibilities. Title to each of the Artworks remains in the Artist until the Artist has been paid the full amount owing him or her for the Artworks; thereafter, title then passes directly from the Artist to the purchaser. All proceeds from the sale of the Artworks shall be held in trust for the Artist and no sale proceeds shall be paid to creditors of the Centre.

10. Removal from Centre. The Centre shall not lend out, remove from the premises, consign, or sell on approval any Artwork, without first obtaining written permission from the Artist.

11. Reproduction and Copyright. The Artist retains full ownership and copyright to all Artwork on display. The Artist grants the Centre the right to use any photographs of the artwork, either supplied by the Artist or taken by the Centre for promotional use. It is the responsibility of the Artist to obtain publication permission from any photographer that photographs Artist’s Artwork.

12. Publicity. The Centre shall be responsible for the cost of publicity. The media and photographs used for publicity are at the sole discretion of the Centre. Publicity may include: (a) press releases, (b) posters and/or other didactic material associated with the exhibition, (c) the mailing and distribution of exhibition or show announcements, (d) advertisements in digital or paper publications, and (e) social media posts.

13. Termination of Agreement. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time by either the Centre or the Artist, by means of written notification of termination from either party to the other. In the event of the Artist’s death, the estate of the Artist shall have the right to terminate this Agreement. The Centre shall return unsold Artworks to the Artist within thirty (30) days of the notification of the termination of the Agreement.

14. Procedures for Modification. Any amendment to this Agreement shall be in writing and be signed by both the Artist and Centre and appended to this Agreement. Both parties are required to initial any deletions made on this form and any additional provisions written into it.

15. Choice of Law. This Agreement and its performance shall be governed by and construed under the laws of the State of Missouri applicable to contracts made and to be performed wholly within such state, without regard to choice or conflict of laws provisions. The Parties hereto agree that any action at law, suit in equity, or other judicial proceeding arising out of this Agreement shall be instituted only in the Circuit Court of St. Charles County, Missouri, and waive any objections based upon venue or forum non conveniens or otherwise.

16. Force Majeure. In the event that performance of this agreement or any part thereof on the part of the Artist or the Centre shall be delayed or prevented by physical disability, the acts or regulations of duly constituted public authorities, strikes, civil tumult, pandemic, epidemic, interruption or delay of transportation services or other causes beyond their respective control, each shall be relieved of their respective obligations hereunder during the period such prevention or delay exists. It is understood and agreed that there shall be no claim for damages by either party hereto for any such prevention or delay.

17. Severability. This Agreement represents the entire agreement between the Artist and the Centre. If any part of this Agreement is held to be illegal, void, or unenforceable for any reason, such holding shall not affect the validity and enforceability of any other part. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same provision or other provisions hereof. This Agreement shall not be assigned, nor shall it inure to the benefit of the successors of the Centre, whether by operation of law or otherwise, without the prior written consent of the Artist.