Service Agreement
The Conservator and the Client agree as follows:
The Client represents and warrants that they are the sole owner or authorized agent of the Art Object(s) described above. The Client authorizes the Conservator to substantially perform or cause to be performed, the proposed treatment (the “TREATMENT”) described in the attached Treatment Proposal of Artwork (the “WORK”). This Treatment reflects the mutual understanding between the Client and the Conservator. The Conservator expresses no opinion as to the actual value or authenticity of the Work.
The Conservator will provide a formal Examination Report and Treatment Proposal outlining the scope of work and estimated fee for treatment for approval by the Client before beginning treatment. Treatment protocols and estimated fees are valid for 90 days from the proposal date above and are subject to change thereafter. Upon agreement to proposed Treatment and estimate, the Client must return the signed agreement to the Conservator with a partial payment as outlined in the Proposal, paid by check, credit card or bank transfer. The invoice for the balance of the treatment shall be paid in accordance with the terms noted on the invoice. Failure to pay within the terms may result in late charges. The final invoice may reflect, and Client is bound by, oral authorizations for fees or expenses that could not be confirmed in writing due to immediacy of conservation treatment. The Client shall be responsible for, in addition to the treatment charges, obtaining insurance for the Work, and payment of delivery charges and/or storage fees.
During the course of the relationship between the Client and the Conservator, the Client may request that the Conservator perform services on additional Works not the subject of the attached Treatment Proposal and Estimate. It is agreed that unless agreed otherwise in writing, all such additional Treatment(s) will be provided for pursuant to the terms of this agreement. The Client and the Conservator may execute a new Treatment Proposal and Estimate specifying the additional price and objectives for such Treatment(s), and shall attach the same to this Agreement; provided, however, that all other terms of this agreement shall continue to apply.
The Conservator cannot and does not predict or guarantee the success or effectiveness of any of the proposed treatment. The Treatment shall be undertaken by the Conservator and/or any agents, contractors, or employees, with respect to the Work and in good faith judgment of the Conservator, without any liability to the Conservator and/or any agents, contractors, or employees. The Client understands the steps outlined in the Treatment and assumes responsibility for the results of authorizing the Treatment. Any Conservation work carries risk, and the Client bears that risk in authorizing the Treatment. The Client hereby agrees to indemnify and hold harmless the Conservator and its agents, contractors, and employees, from and against any and all claims, liabilities, loss, damages, costs and expenses of any kind whatsoever (including reasonable attorney's fees) made by any other person, firm, entity or corporation arising out of this agreement or the Treatment related thereto.
The Client represents and warrants that the Client maintains adequate insurance to cover any and all losses to or of the Work, including a total loss thereof. Any claim by the Client against the Conservator shall be limited to the proceeds of such insurance. The Client hereby holds the Conservator harmless from any claim in excess of the insurance proceeds with respect to such Work. Client must, if asked, furnish Conservator with a Certificate of Insurance evidencing insurance coverage for the Work. All risk of loss, or damage, whether by theft, fire, vandalism, force majeure, or otherwise, to the Work and/or frame delivered to the Conservator, shall be borne by the Client. The Client remains strictly liable for any damage to the work. The Client agrees to add Conservator and Conservation premises as an additional insured on Client’s policy to ensure coverage while the Work is on Conservator’s premises.
The Client hereby agrees that the Conservator may use any and all photographs, drawings, and/or documents made in the performance of the Treatment for scientific, educational, and advertising purposes. Client confidentiality will be maintained, and identifying information (artist name, title, etc.) shall be removed at the request of the Client. Unless otherwise limited in the Proposal, upon full payment Client is hereby granted a non-exclusive, worldwide, perpetual and personal license and right to use said documentation for the purpose(s) for which they were provided, and in conjunction with the applicable Art. Unless otherwise set forth in the Proposal or approved by Conservator in writing, Client use shall not include the right to distribute documentation to third parties.
Upon completion of the Treatment, the Client or Client’s agents shall pick up the Work at the premises of the Conservator. If the Client is unable to do so, the Conservator may make arrangements to ship the Work to the Client at the Client’s expense, in accordance with written instructions provided by the Client. The Client shall pay such Shipping and Treatment fees in full in advance of pick-up. All risk of loss, with respect to the Work during any shipment or delivery, shall be upon the Client. Should the Client not pick up the Work within 30 days of completion of Treatment or within 30 days of the Client’s decision not to proceed with proposed Treatment, a storage fee of $50.00 per day may be charged at the sole discretion of the Conservator.
This Agreement shall be interpreted, enforced and governed under the laws of the State of Pennsylvania, excluding its principles of conflicts of law. Both parties hereby consent to the exclusive jurisdiction of the state and federal courts in Philadelphia, Pennsylvania. Client shall pay all arbitration and court costs, reasonable Attorney's fees plus legal interest on any arbitration award or judgment.
MAXIMUM LIABILITY. THE ENTIRE LIABILITY OF CONSERVATOR FOR DAMAGES FROM ANY CAUSE OF ACTION ARISING FROM THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSERVATOR FOR THE SERVICES FROM WHICH THE CAUSE OF ACTION AROSE.