The D-PAN Gallery
Sales Agreement
Effective 30 September 2009

Recitals
The D-PAN Online Gallery exhibits and sells artwork; artist has created and owns the artwork and desires to exhibit and sell the same via the online Gallery; therefore, the parties agree as follows:

1. Scope of Agency. The artist appoints the Gallery to act as artist’s nonexclusive Agent for the exhibition and sale of artwork. This agency shall cover only artwork submitted by the artist while this agreement is in force. The Gallery shall document details of all artworks sold.

2. Pricing. Upon an artist’s acceptance within the Gallery, a List of Inventory Form will be sent to the artist, which will allow the artist who wishes to do so to sell their works at a price specified by the artist.  Artists wishing to sell their works through our Gallery Online Store agree that the commission rate to D-PAN is to be 20 percent (20%), added to the retail price of each work. Both parties must agree to any change to the retail price or the Gallery’s commission in advance. In a case where the artist would like to sell either an audio or video digital download of their work within the Gallery; the following pricing structure would apply: (A) Audio downloads will be priced and sold at .99 per download. (B) Video downloads will be priced and sold at $1.99 per download.

3. Payment. The Gallery shall pay the artist all proceeds due the artist within thirty days of the sale of any artwork. Payments to the artist can be facilitated by one of the following methods as chosen by the artist: (A) Payments can be made to the artist’s Paypal account within 30 days; or, (B) Payments can be made to the artist within 30 days by check.

4. Accounting. The Gallery shall furnish the artist with an accounting at the end of the exhibition period. Accounting shall identify each artwork sold during the accounting period. A complete and final accounting shall be provided in the event of termination of this agreement.

The Gallery will furnish the name, mailing address, and telephone number of the purchaser for purposes of arranging the shipment or delivery of purchased goods. For security purposes, the Gallery must receive a copy of any communication between artist and purchaser that relates to the shipment or delivery of this artwork.

5. Fiduciary Responsibilities. Title to each of the artworks shall remain in the artist’s name until the artist has been paid in full. Upon payment, title then passes to the purchaser. All proceeds from the sale of the artworks shall be held in trust for the artist until the artist is fully paid. The Gallery shall pay all amounts due to the artist before any proceeds of sales can be made available to any and all creditors of the Gallery.

6. Loss or Damage. The artist shall be liable for loss or damage of items being shipped to purchaser.

7. Transportation of Artwork. Packing and shipping charges, insurance costs, other handling expenses, and risk of loss or damage incurred in the delivery of the artworks:

A. From the artist to the purchaser shall be borne by the artist
B. The artist is responsible for using appropriate shipping materials for the shipment of artworks directly to the purchaser (in the case of items not held in the Gallery’s possession).
C. Shipping and handling fees shall be calculated by item weight and location and paid by the item purchaser at the time of purchase.

8. Promotion. The Gallery shall use its best efforts to promote, display and sell artworks. The Gallery shall clearly identify the artist’s name with all artworks and shall include the artist’s name on the bill of sale for any artwork sold by the Gallery.

9. Reproduction. The artist reserves all copyrights to the reproduction of the artworks except as noted in writing to the contrary. The Gallery may arrange to have the artworks photographed to publicize and promote the artworks through means to be agreed by both parties. In every such use, the artist shall be acknowledged as the creator and copyright owner of the artwork.
The Gallery shall include on each bill of sale of any artwork the following legend: "All copyrights to reproduction of the artwork(s) identified herein are retained by the artist."

10. Security Interest. Title to and a security interest in any artworks sold or proceeds of sale under this agreement are reserved to the artist. The artworks shall not be subject to claims by the Gallery's creditors. The Gallery agrees to execute and deliver to the artist, in the form requested by the artist, a financial statement and such other documents, which the artist may require to perfect its security interest in the artworks. In the event of the purchase of any artwork by a party other than the Gallery, title shall pass directly from the artist to the purchasing party. In the event of a purchase of any artwork by the Gallery, title shall pass only upon full payment to the artist of all sums due hereunder. The Gallery acknowledges that it has no right to and shall not pledge or encumber any artworks in its possession nor incur any charge or obligation for which the artist may be liable.

11. Duration and Termination of Agreement. The artist and the Gallery agree that the initial term of sale for the artwork shall continue through the duration of the agreed exhibition period and that the artist will not ask for return of the artwork prior to this date unless this agreement is breached by the Gallery. Thereafter, this agreement shall continue until written notification of termination from either party to the other. Within thirty days of the termination notification, all accounts shall be settled and all unsold works will be removed from the Gallery. The agreement shall automatically terminate with the death of the artist or if the Gallery becomes bankrupt or insolvent, or breaches the agreement.

12. Miscellany. All modifications, deletions or additions to this agreement must be in writing and signed by both parties. This agreement constitutes the entire understanding between the
parties hereto.

13. Governing Law. This agreement shall be governed by and in accordance with the laws of the State of Michigan.