COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT BETWEEN
JODAR ARTISTRY GALLERY, a private limited liability company incorporated under the laws of Hashemite Kingdom of Jordan whose registered office is at 27,Kafour Al-Ekhsidi Street, Amman, Jordan (hereinafter referred to as “the Company”) which expression shall where the context so admits include its successors in title, representatives and assigns of the first part.
AND
The Artist which expression shall where the context so admits include his/her heirs, assigns and personal representatives of the other part.
The Company and the Artist are hereinafter referred to individually as the “Party” and collectively as the “Parties”.
WHEREAS:
- The Company is a company incorporated under the laws of Jordan as a house of contemporary art is an inclusive community art space that seeks to bridge the gap and bring people together through art.
- The Artist is skilled with artistic expertise including but not limited to drawing, painting; sculpting.
- The Company has agreed to showcase for sale, the Artist’s Art Work on the Company’s Online Platform to the Collector for a sharing percentage ratio of 75% (Seventy Five Percent) which shall be payable to The Artist and the 25% (Twenty Five Percent) which shall be due as commission to the Company.
- Based on the aforementioned, the Parties have agreed to the terms and conditions hereafter contained in this Agreement prepared by solicitors to the Company.
NOW, THEREFORE in consideration of the mutual covenants herein contained and intended to be legally bound hereby, the Parties hereto agree as follows:
- Definitions
- In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
“Agreement” means this Collaboration Agreement as may be amended or substituted from time to time;
“Company” means Jodar Artistry Gallery Limited;
“Pre-Contractual Stage” means the selection stage where the Company shall inspect and select various artist and their Art Work, this selection shall depend on the level and standard of work presented by each artist;
“Artist” means a the artist shortlisted and selected by the Company during the Pre-contract Stage;
“Collector” means a the end user consumer of the Art Work;
“Artist Artwork” means any artist expression created by the Artist, including but not limited to drawing paintings, and sculptures;
“Platform” means the Company’s official online sale platform and website where artistic expressions are showcased for Collectors; and
“Effective Date” means the date of execution of this Agreement. Where the Agreement is not executed on the same date, the Effective Date shall be the date this Agreement is signed by the Party signing last
- INTERPRETATIONS
- Clause headings and sub-headings are for convenience only and shall not affect the interpretation of this Agreement.
- References to persons shall include natural persons, bodies corporate, unincorporated associations, partnerships and any organization or entity having a legal capacity. Furthermore, references to any Party shall, where relevant, be deemed to be references to, or to include, as appropriate, its respective successors or permitted assigns.
- Words importing the singular shall include the plural and vice versa.
- References to the words “include” or “including” shall be construed as being suffixed by the term “without limitation”.
- Reference to an agreement, deed, instrument or other document shall include the same as amended, novated, supplemented, varied or replaced from time to time.
IT IS HEREBY AGREED as follows:
- COMMENCEMENT, DURATION AND TERMINATION
- This Agreement shall commence upon the signatures by the Parties herein (the “Effective Date”).
- Subject to prior termination provided for hereunder, this Agreement shall be for a period of 1 (one) year from the Effective Date (“the Term”) and the Term shall subsist until either Party terminates this Agreement.
- Termination
3.3.1 This Agreement may be terminated by either party effective immediately upon written notice to the other party if the other party; breaches a fundamental term of this Agreement and fails to cure such breach within two (2) months after notice thereof from the terminating party;
3.3.2 This Agreement shall continue in full force and effect until the end of the Term or until the date set forth in a notice given by one party to the other indicating such party’s election to terminate this Agreement (the “Termination Date”), which Termination Date shall not be less than 6 (Six) Months after the date on which notice of such election is given (“Notice Date”);
3.3.3 Alternatively, this Agreement may be terminated at any time by mutual agreement between both parties hereto.
If this Agreement shall terminate for any reason whatsoever, both parties shall be entitled to receive payment due and owing as at the date of termination of this Agreement.
4. OBLIGATIONS
- The parties hereby undertake in good faith and on best endeavour basis to:
- Collaborate in the execution and implementation of the purpose of this Agreement as specified in paragraph 1 above; and
- Do all that is reasonably and necessarily incidental to performing the above-mentioned obligations.
- Using the intellectual property rights under this agreement other than for the purpose of the Project or as may be consented to by the owner of such proprietary right; and
- Taking any step or doing anything that can or capable of undermining the proprietary rights of the owner of such right.
- In addition to the aforementioned, the Artist shall:
- Ensure that all the Art Work are made from top quality materials and tenable for use by the Collector;
- Ensure that it complies with all intellectual property regulation and meet all of the applicable industry guidelines for artists;
- Upon notification by the Company of a prospective Collector, The Artist must refrain from selling the Art Work to another collector; and
- Notify the Company of the sale of any of the Art Work which has been showcased on the Company’s Platform;
- The Company shall:
- Reserves the right to inspect and select the Art Work that would be showcased on its Platform;
- Handle all shipping cost and insurer fees incidental to the sale of any Art Work on its Platform; and
- Refrain from interfering with the Artist’s decisions and actions on technical matters relating to the Art Work.
- It is the agreement of the parties that the Companyshall be responsible for all the technical details involved in showcasing of the Art Workon its Platform.
5. SHARING FORMULA AND PAYMENT
- The following provisions shall relate to the benefits accruable on the sale of each Art Work:
- Upon the sale of each Art Work the Artist shall be entitle to a percentage equal to 75% (Seventy Five Percent) while the Company shall be entitled to a percentage equal to 25% (Twenty Five Percent) of the proceeds.
- In line with paragraph 5.1.1, the said 75% % (Seventy Five Percent) shall be into the Artist’s designated bank account as provided by the Artist
- The Company shall make payment to the Artist’s account as stated above 10 (Ten) working day upon inspection of the Art Work and payment by the Collector.
6. SEVERABILITY
If any provision in this Agreement is held invalid or unenforceable by any competent authority, such provisions shall be deemed to be deleted from this Agreement and the remaining provisions shall continue in full force and effect.
Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to agree upon a mutually satisfactory provision to be substituted for the provisions so found to be void or unenforceable to reflect the parties’ original intention.
7. WAIVER
Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement.
- RELATIONSHIP
8.1. Nothing contained in this Agreement shall create the relationship of employer and employee, principal and agent, partnership, joint venture or any fiduciary relationship between the Company and the Investor.
8.2. Parties shall not have the power or authority to act on behalf of the other or in the other’s name directly or indirectly in any manner.
- ASSIGNMENT
The Agreement shall inure to the benefit of and shall be binding on each party’s successors and assigns. Neither party shall assign any right or obligation in the Agreement in whole or in part without the prior written consent of the other party.
- FORCE MAJEURE
10.1. Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result by reason of any occurrence or contingency beyond their reasonable control, including, acts of God, acts of war, natural disasters, strikes or serious labour disputes by labour not employed by the affected party and which disrupt the performance of the party’s obligation under this Agreement (an event of ‘force majeure’).
10.2. In the event that a force majeure event continues for a continuous period of more than 6 (Six) months, either party may terminate this Agreement by written notice to the other party.
- INDEMNITY
Each of the parties hereby agrees to indemnify the other, their officers, directors, employees, and agents against any and all injury, losses, damages, reasonable costs, claims, demands, legal costs and expenses arising out of or resulting from their own negligence, act, default or omission in breach of this agreement or relating to their failure on disclosures, performance or compliance with any material term under this agreement.
- ENTIRE AGREEMENT
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between them with respect thereto.
