Zero Art Fair Store-to-Own Contract

1. Parties & Purpose. This contract is made by “Artist” and “Friend” as of the “Effective Date” to document Friend’s promise to care for and store Artist’s “Work” and Artist’s promise to transfer title to the Work to Friend. The terms in quotations above, along with the “Retail Price” for the Work, are defined in the signature block below. 
2. Pick Up, Care & Insurance. Friend shall pick up the Work at the art fair presented at The FLAG Art Foundation (“Zero Art Fair”). While Friend possesses the Work, Friend shall care for it and make a good faith effort to maintain insurance covering loss of or damage to the Work up to the greater of the price that Friend would have to pay to buy the Work as described in Section 3 and 50% of the Retail Price (“Casualty Share”). Friend will not be liable for any loss of or damage to the Work unless Friend receives an insurance payout or the Work is lost or damaged due to Friend’s gross negligence or willful misconduct, in which case, Friend shall pay to Artist the Casualty Share.
3. Discount, Title & Database. Friend may buy the Work at a discount to the Retail Price equal to 20% times the number of full 12-month periods that have passed since the Effective Date. When Friend has stored the Work for five years following the Effective Date, title passes to Friend. Except as provided herein, Artist retains title to the Work. Before title passes to Friend, Artist may sell the Work to a third party, provided that Friend shall have the right to buy the Work at the same price such third party has offered to buy it, less the percentage discount earned to date, in which case, Friend must pay such price to Artist no later than ten days after receiving notice of such offer or Artist may sell the Work to the third party. Artist or Artist’s designee shall publish Friend’s name as possessing the Work on a public database and will use good faith efforts to update such database promptly after receiving notice of any transfer or sale of the Work.
4. Sale, Royalties & Moral Rights. Friend shall notify Artist promptly after any transfer or sale of the Work. Friend shall have no right to transfer or sell the Work before title passes to Friend. Friend shall not transfer or sell the Work unless the transferee agrees to abide by this contract as if the transferee were stepping into the position of Friend, in which case, “Friend” shall thereafter refer to such successor-in-interest. If title transfers to Friend after five years of storage in accordance with Section 3 above, then upon first sale of the Work following such transfer, Friend shall split the proceeds of such sale evenly with Artist (“First Sale Share”). If instead Friend buys the Work from Artist at a discount in accordance with Section 3 above, then Friend’s sale of the Work shall be treated as a subsequent sale as provided in the next sentence. Upon any subsequent sale of the Work, the seller (i.e., the then-current Friend) shall pay Artist a royalty equal to 10% of the proceeds of such sale, less any amounts already paid to Artist pursuant to applicable droit de suite or similar laws. Any purported sale of the Work in violation of this section is null and void, and Friend shall remain responsible for the Casualty Share, First Sale Share, and all other royalties due hereunder if Friend purports to transfer or sell the Work in violation of this section. Friend agrees that Artist has moral rights in the Work equivalent to those that would apply to the Work under French law (namely, Code de la propriété intellectuelle, Article L121-1 à L121-4, as amended) as if the Work had been made in France by a French artist and were located in France (“Moral Rights”). Friend shall not take any action contrary to Artist’s Moral Rights and shall cooperate with Artist in enforcing the Moral Rights. This contract does not grant any rights in the Work’s copyright. 
5. Exhibits. Artist may, by notifying Friend, borrow the Work for public exhibition for no more than two years in any rolling five-year period. Friend shall return the work to Artist within one month after receiving any such notice. If Artist requests to borrow the Work or reclaims the Work for sale as provided in Section 3, then Artist shall pay all applicable packing and shipping expenses. Friend may loan the Work for exhibition with Artist’s prior written consent.
6. Term & Termination. Unless earlier terminated, this contract will expire 70 years after Artist’s death. Friend may terminate the contract at any time, provided that such termination shall not be effective until Friend has returned the Work to Artist, at Friend’s expense. If title to the Work has already passed to Friend, title shall revert to Artist upon receipt of the Work by Artist. Artist may terminate this contract if Friend breaches the contact and, if curable, fails to cure such breach within ten days after receiving notice of the breach. If Friend fails to cure or is unable to cure the breach, the contract shall terminate immediately, except for Friend’s surviving obligation to return the Work to Artist at Friend’s expense. Early termination shall not relieve Friend of liability for any damages owed to Artist for any uncured breach of the contract. If Artist or Friend dies, this contract will remain in force between the surviving party and the other party’s estate or successor-in-interest in accordance with its terms.
7. Release. Artist and Friend hereby each release, acquit, and forever discharge the proprietors of the Zero Art Fair, their officers, directors, advisors, agents, and employees (“Released Parties”), from any and all claims, liabilities, demands, damages, costs, expenses, and causes of action, whether known or unknown, which they have or may have against any Released Party, arising out of or in any way related to this contract, the acquisition of the Work, their participation in or attendance at the Zero Art Fair.
8. Miscellaneous. This contract is governed by the laws of New York State. Any claim or proceeding arising out of or related to this contract must be instituted in a state or federal court located in Kings County, New York. If Artist prevails on a claim against Friend under this contract, Artist shall be entitled to recover reasonable attorneys’ fees and costs from Friend. All notices under this contract shall be given at the appropriate email address provided below, or to such other email address as either party may from time to time notify the other in writing. If a party’s email address changes, such party shall provide the other party a notice with such new email address. If any part of this contract is found to be void or unenforceable, it will not affect the validity of the remaining parts, which shall remain in full force and effect. This contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous or contemporaneous agreements or understandings between the parties. 

[Signature Page Follows]

ARTIST                                               FRIEND

Signed: ______________________  Signed: ______________________

Name: ______________________    Name: ______________________

Email: ______________________    Email: ______________________

Effective Date: _______________

WORK

Title: ______________________

Date: ______________________

Dimensions: _______________

Materials: _______________

Edition Number _______________

Retail Price: _______________