VISUAL ARTS EXHIBITION PROGRAM

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1 The following document is a copy of the participation agreement you will be required to read and agree to during the submission process through This is a binding legal document, please read carefully. If you have any questions, contact: submissions@penandbrush.org. VISUAL ARTS EXHIBITION PROGRAM PARTICIPATION AGREEMENT This agreement ( Agreement ) contains the terms and conditions applicable to submissions by you ( Artist ) of one or more works to The Pen and Brush, Inc. ( Pen and Brush, P+B ) for inclusion in P+B s exhibition program described herein. By typing your name at the end of this agreement and clicking the I agree button, you agree to be bound by these terms and conditions. This document is intended to be a binding agreement between you and P+B. If you do not agree to the terms and conditions below, please do not submit work(s) to P+B for inclusion in our exhibition program. Note that your submission of work(s) and your consent to this Agreement does not guarantee that your work will be selected for inclusion in our exhibition program. IF ANY SUBMISSION HAS BEEN CREATED BY MORE THAN ONE ARTIST, PLEASE P+B AT [submissions@penandbrush.org] TO OBTAIN A MULTI-PERSON WORK FORM. ALL SUCH SUBMISSIONS SHALL REQUIRE THE WRITTEN CONSENT OF EACH ARTIST. Description of Program P+B has established a program (hereinafter, the Program ) having the intended purpose of exposing new audiences to visual artworks of women artists who have not received significant commercial success to date through a variety of exhibition platforms and other opportunities for showcasing the selected works, which may include, but are not limited to, groups shows, featured physical and virtual exhibitions (sets and themes), posting of such visual artworks, artist and exhibition materials on P+B s website, podcasts and other artist interviews and video footage, and/or events to promote awareness of the selected visual artworks and artists. A selected work may be highlighted through one or more of these exhibition vehicles. The appropriate exhibition vehicle for any individual work in the Program (or some combination thereof) is within P+B s sole discretion. The selection of works for inclusion in the Program and the exhibition platform(s) will be made by P+B curators selected by P+B ( P+B Curators ) who are experienced curators, dealers, directors, scholars, appraisers, and others in the fine art field. General Terms and Conditions 1. The Work. The Work is defined as any visual art creation made by the Artist indicated above, and submitted by the Artist to P+B for inclusion in the Program.

2 Only the Artist who is a creator of a Work may submit such Work for consideration in the Program. Once submitted, Works may not be removed from consideration or modified while this Agreement is in effect. P+B retains the right to select or reject inclusion of a Work in the Program and any specific exhibition in its sole discretion. Artist agrees to commit any combination of Work(s) selected from her portfolio submission for coordination of the exhibition dates with P+B staff and outside curators from the selection panel. 2. Sale of Work. (a) Sole Agent during Term. All work(s) submitted for consideration must be for sale. By submitting a Work for consideration for the Program, Artist grants to PB the right to be the sole gallery and sales agent for the Work up until the earliest of (i) P+B rejecting the Work for inclusion in the Program, (ii) a P+B Curator entering into an agreement to represent Artist which covers the Work, and (iii) eighteen (18) months from the date Artist submits the Work to P+B for consideration in the Program. After the initial 18-month term (assuming a Work is not sold, rejected, or acquired by a P+B Curator), this Agreement will automatically renew for periods of six (6) months each, unless terminated by either party upon thirty (30) days written notice; however, Artist may not terminate this Agreement with respect to any Work (i) that has been selected for inclusion in an exhibition, until after completion of the exhibition or (ii) has been sold. During such renewal term(s), P+B shall continue to be the sole gallery/sales agent for a Work Notwithstanding the foregoing, P+B may terminate this Agreement immediately without notice at any time in the event it determines that Artist has breached or threatens to breach any of the representations or warranties made by Artist herein. This Section 1(a), and Sections 3, 6 and 10 shall survive termination of this Agreement. (b) Price. Upon submission of a Work, Artist is given the opportunity to initially set the sales price for the Work. The price must be appropriate to Artist s professional accomplishments and should be justifiable in terms of not only the materials used, and time to create the Work, but also with Artist's exhibition and collections history. P+B may reject Artist s proposed price if it is not in P+B s or a P+B Curator s judgment an appropriate price, in light of the criteria set forth above. If the Artist s proposed price is rejected, Artist and P+B agree to work in good faith to set a mutually acceptable alternate price, and if not, the Work will be rejected for inclusion in the Program. Once a price is set by Artist and not rejected by P+B, or once an alternate price is agreed upon, the price may not be changed for purposes of the Program. At its discretion, P+B may include price information in supplemental materials used in connection with various exhibition platforms and other opportunities as indicated in Description of Program above. (c) P+B Commission. Sales are made by P+B, which retains a 25% commission on the sales price and forwards the balance of 75% to Artist within 30 days of exhibition end date and receipt of payment from buyer. Sales tax will be collected and remitted on all sales. (d) Other Payments. If payments are due to a third party as a result of a sale through the Program (e.g. Artist arrangements with another gallery or agent), they shall be the responsibility of the Artist.

3 3. License. (a) Copies of Works and Supplemental Artist Materials. Artist hereby grants to P+B a worldwide, perpetual, royalty-free, fully-paid up, non-exclusive license to publicly perform, publicly display, reproduce and distribute copies of any Work selected for inclusion in the Program, in all media now known or hereafter developed (including, without limitation, paper and online media), for purposes of (i) virtual shows; (ii) exhibition materials (e.g., exhibition catalogues); (iii) promoting the Work; (iv) promoting the Program and P+B; (v) and educational purposes generally. Notwithstanding the foregoing, nothing herein shall grant P+B the right to sell any supplemental materials featuring the Work (e.g., as posters, postcards or other exhibition-related merchandise), other than when included in an exhibition catalogue, which may be provided free of charge or for a fee. (b) Supplemental Artist Materials. Artist hereby grants to P+B a worldwide, perpetual, royalty-free, fully-paid up, non-exclusive license to publicly perform, publicly display, reproduce and distribute copies of any written or other materials provided by Artist to P+B related to the Work, in all media now known or hereafter developed, for purposes of (i) physical and online shows; (ii) exhibition materials (e.g., exhibition catalogues); (iii) promoting the Work; (iv) promoting the Program and P+B; and (v) educational purposes generally. (c) Name, Image and Likeness. Artist grants P+B the right to use artist s name, image and likeness, any biographical material, and any oral or video interview of Artist created by P+B or its contractors, in association with the Work, promoting the Program and P+B, and educational purposes generally. (d) Copyright Ownership. Artist shall retain copyright ownership in the Work(s). (e) Survival: The rights granted under this Section 3 shall survive the expiration or termination of this Agreement, including the term of any specific exhibition dates and P+B s exclusive agent/sales right set forth in Section 1, and may include the archiving of and on-going accessibility of Works and supplemental materials for any duration as determined by P+B. 4. P+B Activities. (a) P+B may exhibit a selected Work as it deems appropriate in its sole discretion in any of the Program formats with or without Works submitted by other Artists. Once a Work is submitted, Artist does not have the right to reject any Program selection format made by P+B Curators. (b) P+B staff and P+B Curators retain editorial discretion to include editorial content describing Works and commenting on Works without Artist s prior review and approval. (b) P+B will provide attribution to the Artist and copyright notice in all uses of the Work. (c) P+B will communicate to Artist any inquiries P+B receives regarding further promotion of the Work or Artist. (d) P+B will make reasonable efforts to maintain the web pages featuring the Program and update them on a regular basis. P+B will not be liable for site downtime or interrupted transmissions.

4 5. Representations and Warranties. Artist represents and warrants that: (a) the Work is original; (b) Artist is the sole creator and owner of the Work and has full power to enter into this Agreement, or has provided P+B with the names and contact information for other creators and owners for collaborative works; (c) if the Work contains any third-party material not created by Artist (and her collaborators in the case of collaborative works), Artist has rights or permissions for use sufficient to cover the rights and licenses granted to P+B hereunder; (d) this Agreement does not violate any other Agreement, including any outside gallery representation agreement Artist has previously entered into with respect to exhibition and sale rights for the Work; (e) when exhibited, sold, reproduced, displayed, distributed or promoted as contemplated under this Agreement, the Work will not infringe upon any rights of any third party; (f) the Work does not violate any rights of privacy or publicity, nor does it contain any defamatory or other illegal material; (g) any electronic material provided by Artist with respect to the Work contains no viruses, corrupt data or malware; and (h) there are no existing or threatened claims with respect to the Work. 6. Shipping. Artist is responsible for all shipping costs associated with exhibiting a Work in the Program, including delivery, pick-up and insurance while in transit. Artist agrees to adhere to all delivery and pickup dates for Work(s) as outlined by P+B at the time of exhibition scheduling if a Work is selected. 7. Insurance & Release of Liability. While P+B exercises commercially reasonable care in the handling and exhibition of Works, P+B does not offer insurance for specific Works submitted for exhibition. Therefore, Artist acknowledges and agrees that she is solely responsible for obtaining insurance for her Work to the extent desired. In no event shall P+B be liable, and by submitting a Work for consideration, Artist (on behalf herself, her estate, successors and heirs) waives any rights she (or they) might have against P+B, its directors, officers, employees, and agents (collectively, the P+B Parties ), releases the P+B Parties, and agrees to hold harmless the P+B Parties from any (i) loss or damage to Work(s) from any cause whatsoever, and (ii) any copyright or other intellectual property infringement of the Work(s) by any third party. 8. Program Disclaimer. Submission of a work does not guarantee that it will be selected for inclusion in the Program. Even if a Work is selected for inclusion in the Program, P+B makes no representations or warranties with respect to the outcome or effectiveness of the Program. P+B does not guarantee that the Program will result in any sales or additional exhibitions outside of P+B, or commercial gallery representation with respect to the Work. The purpose of the Program is to expose audiences to visual artists works and to assist artists in reaching new audiences. Nevertheless, Artist acknowledges that participation in the Program could result in future galleries lack of interest in exhibiting Works already shown, even in a limited format pursuant to this Agreement. 9. Indemnification. Artist agrees to indemnify and hold harmless P+B, its officers,

5 directors, curators, members, employees and agents from and against any losses, liabilities, cost, damage or expense, including without limitation court costs and attorneys fees arising out of or for the purpose of avoiding any suit, proceeding, claim, or demand or the settlement thereof, which may be brought or made against P+B by a third party by reason of P+B s public display or performance, distribution, reproduction, sale, exhibition and/or promotion of the Work or any materials provided by Artist with respect thereto. 10. Miscellaneous. As used in this Section 10, party and parties means P+B or Artist, or both, as relevant Intent to be Bound. Each party acknowledges that it has had an opportunity to review this Agreement and knowingly and voluntarily intends to be bound hereby. This Agreement shall not be construed or interpreted against either party as the drafter Relationship of the Parties. The parties hereto are independent contractors and nothing contained herein shall be construed or represented to any third party as creating a partnership, joint venture, employee-employer relationship for hire Jurisdiction and Governing Law. This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. The parties hereby consent to the jurisdiction of the federal and state courts in the Southern District of New York. Any action, suit or proceeding between the parties arising out of this Agreement shall be brought within such jurisdiction Entire Agreement/Modification. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to its subject matter, and supersedes any prior written or verbal understanding on its subject matter. The Agreement may only be modified in a writing signed by both parties or by Artist accepting modifications proposed by P+B through an electronic consent feature Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable to any extent, the remainder of the Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law Third Party Beneficiaries. This Agreement has been executed for the sole benefit of the Parties that are signatories to this Agreement and is not intended for the benefit of any third party Waivers. No failure by either party to insist upon strict compliance by the other party with any provision of this Agreement or to exercise any right accruing from any default of the other party, shall constitute a waiver of any of such party s rights under this Agreement Assignment. Artist shall not assign or otherwise transfer her rights and obligations hereunder without the prior written consent of P+B, and any assignment or transfer to the contrary shall be null and void, provided that P+B may use subcontractors and agents to exercise its rights hereunder. P+B shall not assign or otherwise transfer its rights and obligations hereunder without the prior written or electronic consent of Artist Notices. Any notice required under this Agreement shall be provided in writing delivered by First Class U.S. Mail, overnight courier with return receipt, or via to the Artist at the address set forth during the submission process or to P+B at:

6 Pen and Brush, Inc. 29 East 22 nd Street, New York, NY Attn: Janice Sands *During your electronic submission you will be asked to complete the following: Please enter your name and date below to indicate your consent if you agree to the terms of conditions set forth in this Agreement before clicking the I agree button below. Artist Name: (referred to in this Agreement as Artist ) Today s Date: (referred to in this Agreement as Effective Date ) By typing your name above and clicking the I agree button, Artist agrees to be bound by the terms and conditions of this Agreement as of the date first indicated in Today s Date above. [ ] I have read and agree to the terms and conditions of this Agreement. [ ] I do not agree and understand that I will not be able to participate in the Program. Pen and Brush, 29 East 22nd Street, New York, NY