1. Agency; Purposes. The Artist appoints the Gallery as agent for the works of art (“the Artworks”) consigned under the Agreement, for the purposes of exhibition and sale. The Gallery shall not permit the Artworks to be used for any other purposes without the written consent of the Artist.

2. Consignment. The Artist hereby consigns to the Gallery and the Gallery accepts on consignment, those Artworks listed on the inventory sheet provided by the Artist. Attached hereto.

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

4. Duration of Consignment. The Artist and the Gallery agree that the initial term of consignment for the Artworks is to be up to 6 months from the date delivered to the gallery, unless otherwise agreed to in writing.

5. Transportation Responsibilities. Arrangements for, packing and shipping charges, insurance costs, other handling expenses, and risk of loss or damage incurred in the delivery of Artworks from the Artist to the Gallery and in their return to the Artist shall be the responsibility of the Artist.

a) Additional Provisions. If anyone other than the Artist is to pick up works of art, written authorization from the artist must be

presented by the person picking up the works. All responsibility for the safe transfer of the works remain with the Artist.

6. Responsibility for Loss or Damage, Insurance Coverage. The Gallery shall be responsible for the safekeeping of all consigned Artworks while they are in its custody. The Gallery shall be strictly liable to the Artist for their loss or damage (except for damage resulting from flaws inherent in the Artworks), to the full amount the Artist would have received from the Gallery if the Artworks had been sold. The Gallery shall provide the Artist with all relevant information about its insurance coverage for the Artworks if the Artist requests this information.

7. Fiduciary Responsibilities. Title to each of the Artworks remains with the Artist until the Artist has been paid the full amount owing him or her for the Artworks; title then passes directly to the purchaser. All proceeds from the sale of the Artworks shall be held in trust for the Artist. The Gallery shall pay all amounts due the Artist before any sale proceeds are made available to creditors of the Gallery.

8. Notice of Consignment. The Gallery shall give notice, by means of a clear and conspicuous sign in full public view, that certain works of art are being sold subject to a contract of consignment.

9. Removal from Gallery. The Gallery shall not lend out, remove from the premises, or sell any of the Art works on approval without first obtaining written permission from the Artist.

10. Pricing; Gallery’s Commission; Terms of Payment. The Gallery shall sell the Artworks only at the Retail Price specified on the Inventory Sheet. The Gallery and the Artist agree that the Gallery’s commission is to be 40 percent of the Retail Price of the Artwork. Any change in the Retail Price, or in the Gallery’s commission, must be agreed to in advance by the Artist and the Gallery. Payment to the Artist shall be made by the Gallery within 30 days after the date of sale of any of the Artworks. The Gallery assumes full risk for the failure to pay on the part of any purchaser to whom it has sold an Artwork.

11. Promotion. The Gallery shall use its best efforts to promote the sale of the Artworks. The Gallery agrees to provide adequate display of the Artworks and to undertake other promotional activities on the Artist’s behalf. The Gallery shall identify clearly all Artworks with the Artist’s name and the Artist’s name shall be included on the bill of sale of each of the Artworks.

12. Reproduction. The Artist reserves all rights to the reproduction of the Artworks except as noted in writing to the contrary. The Gallery assumes the right to use images of art work to publicize and promote the Artworks through social media, web page, print advertising and newsletters. In every instance of such use, the Artist shall be acknowledged as the creator and copyright owner of the Artwork.

13. Accounting. A statement of accounts for all sales of the Artworks shall be furnished by the Gallery to the Artist on a regular basis, in a form agreed to by both parties. The Artist shall have the right to inventory his or her Artworks in the Gallery and to inspect any books and records pertaining to sales of the Artwork.

14. Additional Provisions.

15. Termination of Agreement. Not with standing any other provision of this agreement, the Agreement may be terminated at any time by either the Gallery 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 the Agreement. Within thirty days of the notification of termination, all accounts shall be settled and all unsold Artworks shall be returned by the Gallery.

16. Procedures for Modification. Amendments to this Agreement must be signed by both Artist and Gallery and attached to this Agreement. Both parties must initial any deletions made on this form and any additional provisions written onto it.

17. Miscellany. This Agreement represents the entire agreement between the Artist and the Gallery. If any part of this agreement is held to be illegal, void, or unenforceable in relation to any other part: in such case, the document shall be construed as if such invalid or unenforceable provision had not been included. 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 Gallery, whether by operation of law or otherwise, without the prior written consent of the Artist.

18. Choice of Law. This Agreement shall be governed by the law of the State of Utah.