Artist shall notify SCAD immediately in writing should the status or the title of the Artwork change. The Artwork may be withdrawn from Exhibition/SCAD Art Sales website at any time, at the sole discretion of the SCAD Art Sales personnel or any other authorized SCAD representative. SCAD may notify the Artist if any Artwork is withdrawn from Exhibition. Notwithstanding any other provision, this Agreement may be terminated at any time by SCAD, by means of written notification. Artist shall promptly ship/deliver the Artwork to SCAD within three (3) days of sale (or any other time frame as specified by SCAD in writing), and must comply with packing and shipping specifications provided by SCAD. Artist shall bear the risk of loss of or damage to the Artwork, including but not limited to during transit. Shipping charges incurred in the delivery of the Artwork shall be the responsibility of Artist. After delivery of the Artwork to SCAD, the university will inspect the Artwork prior to sending it to Purchaser.
Artist represents and warrants that Artist is the sole and exclusive owner of the Artwork, has the authority to grant all the rights herein to SCAD, has obtained any and all necessary licenses or permissions from any other necessary party to grant the rights herein to SCAD, has the full right to sell and transfer ownership of the Artwork, and has provided a marketable title for the Artwork. Artist ensures that the Artwork is now and will at the time of transfer be free of any and all liens, mortgages, security interests or other encumbrances. Artist further represents and warrants that the Artwork is authentic and that the attribution, provenance and description of the Artwork provided to SCAD is correct, and that the Artwork does not violate the copyright, trademark, privacy, publicity or other common law, statutory and/or intellectual property rights of any third party. Artist hereby indemnifies and holds Purchaser, SCAD and SCAD’s students, directors, officers, owners, members, managers, trustees, shareholders, employees, agents, licensees, assignees, clients, attorneys and representatives harmless from any and all demands, claims, suits, judgments or other liability including all legal fees and other expenses incurred by SCAD or Purchaser in connection with any claim asserted by any person or entity arising by reason of Artist’s breach or alleged breach of any representation or warranty herein or in connection with the sale of the Artwork. During the term of this Agreement and thereafter, Artist shall keep confidential and shall not disclose to any third party, except for their respective attorneys, accountants and/or other representatives/agents with a business need to know, the existence of or terms of this Agreement and/or the terms of any purchase of the Artwork hereunder.
Unless Artist expressly requests in writing that SCAD not insure the Artwork, SCAD may, at its sole discretion, provide wall-to-wall insurance coverage for the safekeeping and preservation of the Artwork in the amount of the Purchase Price (the “Insurance Value”) but shall not constitute an appraisal or appraised value by SCAD. Notwithstanding anything to the contrary, neither SCAD nor SCAD’s insurer shall be responsible for any damage or loss to the Artwork arising from any inherent flaws in the Artwork, including but not limited to discoloration, bubbling, peeling, wrinkling, deterioration or degradation of any materials used in the Artwork. The Parties acknowledge and agree that SCAD’s policy, if any, referred to above will contain exclusions for loss or damage due to such causes as wear and tear, gradual deterioration, moths, vermin, inherent vice, war, hostilities, insurrection, nuclear reaction or radiation, and for damage resulting from any authorized repairing, restoration or retouching process. Artist agrees that, in the event of any such loss or damage to the Artwork, recovery shall be limited to such amounts, if any, as may be paid by the insurer, and Artist, on behalf of Artist and any other party having title or future title to the Artwork, hereby forever releases Purchaser, SCAD and SCAD’s students, directors, officers, owners, members, managers, trustees, shareholders, employees, agents, licensees, assignees, clients, attorneys and representatives from liability for any and all claims, regardless of whether under statute, common law or otherwise, arising out of such loss or damage to the Artwork. If no amount has been specified by Artist, SCAD may insure the Artwork at its own estimated value at SCAD’s sole discretion, provided, however, that such valuation shall not, for any purpose other than for such insurance, be construed as an appraisal of the Artwork by SCAD.
UNDER NO CIRCUMSTANCES SHALL SCAD AND SCAD’S STUDENTS, DIRECTORS, OFFICERS, OWNERS, MEMBERS, MANAGERS, TRUSTEES, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSEES, ASSIGNEES, CLIENTS, ATTORNEYS AND REPRESENTATIVES BE LIABLE TO ARTIST FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ACTUAL OR ANTICIPATED REVENUE, PROFITS OR BUSINESS ARISING OUT OF THIS AGREEMENT, FOR ANY REASON INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
Artist shall retain full ownership of the copyright to the Artwork, but, in further consideration of the Purchase Price and for no additional consideration to Artist, Artist irrevocably grants to SCAD as well as to Purchaser a nonexclusive license in perpetuity to reproduce (subject to the limitation set forth in the following sentence), sell, license, sub-license, distribute, publicly display or create derivative works based on the Artwork (subject to Artist’s prior written approval) and otherwise use the Artwork, in whole or in part, in exhibitions, print, digitally on the internet (including, without limitation, on scad.edu, scadartsales.com, and all social media platforms now or hereafter known), and any and all other mediums now known or hereafter devised, for any and all purposes, including to advertise, market and promote Purchaser’s academic programming and SCAD Art Sales opportunities, and the right to use the name, image, likeness, demographic information or other indicia associated with Artist in connection with the same. With respect to Purchaser’s right to reproduce the Artwork, Purchaser agrees to never make full-size, stand-alone copies of the Artwork available for sale without Artist’s prior written permission. The failure on the part of Purchaser or any other party to afford credit to Artist shall not be deemed a breach of this Agreement. Artist will provide purchaser with high-resolution images of the Artwork upon execution of this Agreement.
If the legal ownership of the Artwork should change during the period of this Agreement and if there is any dispute between Purchaser and any other party concerning title of the Artwork, Artist shall be responsible for any and all expenses incurred by SCAD and/or Purchaser in connection with the change in ownership of the Artwork, including but not limited to SCAD’s attorneys’ fees.
This Agreement represents the entire agreement between SCAD and Artist and is entered into knowingly and voluntarily by the parties without reliance by Artist on any statement, promise and/or representation (oral or written) not contained herein. The parties waive any rule of construction that requires ambiguities be construed against the drafter. 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 be governed by the law of the State of Georgia. Any disputes arising hereunder shall be brought in state or federal court in Fulton County, Georgia, and the parties waive any defenses thereto, including but not limited to that of forum non conveniens. Amendments to this Agreement must be signed by both SCAD and Artist and attached to this Agreement. Artist has read and understands all of the terms and conditions herein.