Art

Jay Landrum has extensive experience representing artists, art publishers, licensors and licensees in all stages of operation. Mr. Landrum is a member of the firm's Intellectual Property Group, focusing on purchases, sales, licensing and protection of intellectual property assets. His contract and licensing work includes artist and author representation, licensor/agent/licensee representation, business relationship agreements (such as dealer, distributor and manufacturer representative agreements) and Silicon Valley styled technology transactions.

Art

In the field of Intellectual Property, he assists clients in developing tailored intellectual property portfolio protection and enforcement programs, handles trademark and copyright filings and enforcement, and provides counsel on employee theft and trade secret misappropriation. While serving as Senior Vice President and General Counsel for an NYSE company known for developing the popularity of such artists as Thomas Kinkade, Mr. Landrum was an integral part of the management team which developed one of the largest artist-based brands in the world. His creative, business oriented solutions were pivotal in the management of over 5000 dealers, and his development of pricing policies greatly impacted the manner in which limited edition art has been sold within the industry.

He is a regular speaker on art related topics at art expositions and trade shows, and has served as an expert witness on artist publishing and licensing matters.

Representative Engagements:

Represents artists in matters involving copyright and trademark infringement
Assists international artists with the launch of US-based publishing companies
Outside general counsel for a brand-based company, negotiating and completing strategic relationship arrangements with a number of brand licensors, including well-known celebrities
Outside general counsel for a client focused on art products for children
Outside general counsel for an art publishing company in a successful asset reorganization, allowing it to avoid bankruptcy
Represented numerous gallery owners in purchases and sales of businesses
Assisted an emerging art publishing company in the development of key agreements

To learn more about in an easy-to-understand overview, please read Jay Landrum’s E-BOOK: THE ARTIST’S SURVIVAL GUIDE

RESOURCES FOR YOUR ART BUSINESS
These resources are not intended to and do not constitute legal advice or a solicitation for the formation of an attorney-client relationship. Anyone with questions about this topic should consult an attorney.

AGENT AGREEMENT - SAMPLE
In various industries, businesses and individuals often rely on agents to represent their interests, negotiate deals, and facilitate transactions on their behalf. To establish a formal working relationship and define the rights and obligations of both parties, an agent agreement is commonly used. A sample agent agreement is provided below.

What is an Agent Agreement? An agent agreement, also known as an agency agreement or agency contract, is a legally binding contract between two parties: the principal and the agent. It outlines the terms and conditions that govern the relationship between them, setting forth the rights, responsibilities, and expectations of each party. The principal grants the agent the authority to act on their behalf within specific parameters and in exchange, the agent agrees to act in the best interest of the principal.

Key Elements (and a few questions to consider) in an Agent Contract:

Parties Involved: The agent contract, or agent agreement, should clearly identify the principal and the agent. The principal is the individual or organization granting authority to the agent, while the agent is the representative acting on behalf of the principal. If the principal is a company representing an artist, does it have the authority to engage an agent to represent the artist’s work?
Scope of Authority: The agreement defines the specific powers and limitations of the agent. It outlines the tasks the agent is authorized to perform, such as negotiating contracts, making purchases, or providing services. Does the agent have the ability to sign contracts on the principal’s behalf?
Duties and Obligations: The agent contract outlines the agent's responsibilities, including the duty of loyalty, confidentiality, and the obligation to act in the best interest of the principal. It may also specify the agent's obligations regarding reporting, record-keeping, and other administrative tasks. What audit rights do the principal and agent have, to confirm the other party’s compliance with the terms of the agreement?
Compensation: The agreement typically addresses the compensation structure for the agent's services. This may include a fixed fee, commission-based remuneration, or a combination of both. The terms and conditions related to payment, invoicing, and reimbursement should be clearly outlined. Is compensation tied to any milestones?
Duration and Termination: The agreement should state the duration of the agency relationship, whether it is a fixed term or ongoing. It should also specify the circumstances under which either party can terminate the agreement, including provisions for notice periods and grounds for termination. Do the parties want an evergreen agreement (i.e. automatically renewing, absent notice of nonrenewal) or should the agreement terminate on a stated date if there is no proactive agreement to extend it?
Dispute Resolution: To address potential conflicts, the agreement may include a section outlining the mechanism for resolving disputes, such as through mediation, arbitration, or litigation. Will binding arbitration be required for resolving most disputes?
Significance and Benefits: Agent agreements provide a structured framework for a business relationship between a principal and an agent. They offer several benefits, including:
- Clarifying Expectations: The agreement clearly defines the roles, responsibilities, and limitations of both parties, minimizing the risk of misunderstandings or disputes.
- Protecting Interests: By outlining the agent's fiduciary duty to act in the principal's best interest, the agreement safeguards the principal's interests and assets.
- Establishing Accountability: The agreement sets performance standards, reporting requirements, and mechanisms for monitoring the agent's activities, ensuring accountability and transparency.
- Ensuring Legal Compliance: Agent agreements often address legal and regulatory obligations, ensuring that the agent operates within the bounds of the law.

Agent agreements play a crucial role in establishing a structured and mutually beneficial relationship between principals and agents. By clearly defining the terms and conditions, these agreements provide a framework for collaboration, protect the interests of both parties, and minimize the risk of disputes. Understanding the key elements and significance of agent agreements can assist businesses and individuals in engaging in successful agency relationships.

For a free agent agreement sample, you can download the agent agreement PDF example here.

CERTIFICATE OF AUTHENTICITY - SAMPLE

Certificates of Authenticity (“COAs”) play a crucial role in verifying the legitimacy and value of various products and items. From art pieces to collectibles, autographs, and high-end merchandise, these certificates provide consumers with the assurance that they are investing in authentic and legitimate goods.

Certificates of authenticity are documents that accompany valuable or unique items, affirming their origin, provenance, and authenticity. These documents serve several important purposes. Firstly, they establish a verifiable link between the item and its creator or source, ensuring transparency in the marketplace. Secondly, COAs protect buyers from fraudulent or counterfeit products, providing them with confidence in their purchase. Thirdly, certificates of authenticity facilitate the valuation and appraisal of items, influencing their market price and investment potential.

For buyers, certificates of authenticity are invaluable tools that instill trust and confidence in their purchase. By receiving a COA, buyers can be certain of the item's origin, craftsmanship, and quality. COAs often include detailed information about the item, such as its creation process, materials used, and historical context, enhancing its value and significance. Moreover, these certificates facilitate the authentication process, making it easier for buyers to insure, sell, or donate their items in the future. COAs also act as proof of ownership, protecting buyers from potential disputes and enabling them to establish the item's provenance.

In some cases, COAs are required by law in certain states, such as when limited edition works are sold, but even when not legally required, certificates of authenticity are equally beneficial for sellers and creators. By providing a COA, sellers demonstrate their commitment to authenticity and transparency, attracting discerning buyers and distinguishing themselves from competitors. COAs can also add value to the item, allowing sellers to justify higher prices based on the item's provenance, rarity, or historical significance. These certificates create a sense of trust and credibility between sellers and buyers, fostering long-term relationships and repeat business.

Where COAs are required by law, they must include a number of elements, which vary by state, but generally include information such as the edition size and the materials used in the creation of the original work.

For a free certificate of authenticity example, you can download a PDF example here.

GALLERY CONSIGNMENT AGREEMENT - SAMPLE

Art consignment agreements serve as essential contracts that outline the terms and conditions between artists and galleries or dealers. These agreements provide a framework for the consignment, exhibition, and sale of artwork, protecting the interests of both parties and ensuring a fair and beneficial partnership.

An art consignment agreement typically begins by identifying the parties involved, namely the artist (the “consignor”) and the gallery or dealer (the “consignee”). The agreement should clearly state the contact information and legal names of both parties.

The agreement should also include a detailed description of the artwork being consigned. This description may include the title, dimensions, medium, edition number (if applicable), and any other relevant details. Photographs or images of the artwork can also be attached for reference. This section helps clearly identify the artwork being consigned.

One critical aspect of consignment agreements is the determination of pricing and sales commissions. The agreement should specify the agreed-upon sales price for each artwork, price reductions (if any) the consignee is permitted to unilaterally implement, and the percentage of the sales commission that the gallery or dealer will receive upon successful sale. Typically, the commission ranges from 30% to 50%, although it can vary depending on the specific circumstances and the reputation of the parties involved. It is also crucial to clarify how discounts, taxes, and other fees will be handled and whether they will be deducted from the artist's share, absorbed by the gallery, or shared on a pro rata basis.

The consignment period, or the duration for which the artwork will be entrusted to the gallery, is another critical aspect of the gallery consignment agreement. It should specify the start and end dates, allowing for extensions if required.

Additionally, the agreement should outline the responsibilities of both parties during this period. These may include the gallery's obligations to promote and exhibit the artwork and the artist's commitment to delivering the artwork in a suitable condition, ready for display. It may also require to artist to attend certain promotional events organized by the gallery.

Without a doubt, the consignment agreement should address insurance and liability. It is essential to determine who will be responsible for insuring the artwork during the consignment period, who will be responsible for the cost of such insurance, and specify the coverage (and deductible) amount. This protects both parties from financial loss in the event of theft, damage, or any unforeseen circumstances. Furthermore, the agreement should outline liability provisions to clarify who will be responsible payment of any deductibles for losses that are covered and who will be responsible for any losses not covered by insurance.

Art consignment agreements should also cover payment terms. It is crucial to specify when and how the artist will be paid upon the sale of the artwork. Will the artist receive payment immediately, or is there a specific timeline? If the artwork is sold on a payment plan, how are payments between the consignor and consignee handled? Pro rata, or does consignor get paid in full first, and consignee assumes more risk if there is nonpayment? Additionally, it is important to address how unsold artwork will be returned at the end of the consignment period (and who will be responsible for paying for the shipping of that work.

Art consignment agreements play a vital role in establishing a fair and mutually beneficial partnership between artists and galleries or dealers. These agreements should provide clarity regarding the consignment, exhibition, marketing, sale, and insuring of artwork, protecting the interests of both parties and creating a solid foundation for successful collaboration.

For a free consignment agreement example, you can download a PDF example here.

LINKS FOR STATES WITH LIMITED EDITION PRINT DISCLOSURE LAWS

Arkansas - (A.C.A. Sec. 4-73-310 to 305)

California – Civil Code Secs. 1740-1745

Georgia – Title 10; Commerce and Trade, Secs. 10-1-430 to 10-1-437

Hawaii – Title 26, Sec 481F

Illinois – Chapter 815 I.L.C.S. Sec. 345/1 -345/9

Iowa – Iowa Code Title XVI, Sub. 1, 715B

Maryland – Commercial Law Title 14, Secs. 14-501 – 14-505

Michigan – M.C.L.A. 442.351a – 442.356

Minnesota – Trade Regulations, Secs. 324.06 – 324.10

New York – Chapter 11, Title C, 15.01-15.19