Contractual Agreement as Artwork

Alfred Steiner has just created a new art work consisting solely of an agreement. The art work is up for auction on eBay, with one bid coming in at a high .01 cent. Note that the agreement-as-artwork carries with it a 10% right of resale, which gives Steiner that percentage in “royalties” if and when the work is resold. The contract as artwork is a current hot topic, but rarely effective and enforceable. Seth Siegelaub’s, The Artist’s Reserved Rights Transfer and Sale Agreement comes to mind, and one that has functionality as well as art historical substance. Oh, and it also has a resale right. Are artists finally catching up to musicians?

This is an auction for an artwork.  The artwork is not a painting, drawing or sculpture–it is an agreement.  The full text of the agreement … can also be downloaded in Microsoft WORD form at http://www.alfredsteiner.com/Agreement1.doc.  You should read the agreement itself, but in brief, I describe the nature of the artwork as agreement, provide for an Initial Purchase Price (which will be the winning bid for this auction), promise that I won’t create a functionally equivalent artwork, and describe how the Purchaser (that is, the winning bidder of this auction) may transfer the work (which requires a payment of 10% of any sales price back to me).

His project, Agreement as Artwork, can be read and bid on here. If you’d like to read Steiner’s agreement now, see below.

AGREEMENT AS ARTWORK NO. 1

This Agreement as Artwork No. 1 (“Agreement”), effective as of June 28, 2010 (“Effective Date”), is made by and between Alfred Steiner (“Artist”) and [NAME OF PURCHASER] (“Purchaser”).

WHEREAS, Artist has drafted this Agreement as an artwork in and of itself (the “Work”); and

WHEREAS, Purchaser desires to purchase the Work on the terms and conditions described herein.

NOW, THEREFORE, in consideration of the mutual covenants and other valuable consideration contained herein, Artist and Purchaser hereby agree as follows:

1.      Initial Purchase Price of the Work. Within seven (7) days following the Effective Date, Purchaser shall pay to Artist $[WINNING BID].00 as the initial purchase price of the Work (the “Initial Purchase Price”).

2.      Title to the Work. Title to the Work shall not pass to Purchaser unless and until Artist has received the Initial Purchase Price.

3.      Artist’s Covenant to Abstain from Creating Functionally Equivalent Works.  Artist shall not create another work that is functionally equivalent to the Work in terms of the rights and obligations hereby established between the parties hereto, it being understood and agreed that an agreement that is otherwise identical to the Work to or from which one or more provisions have been added, deleted or materially modified (including deletion of this Section 3 or a material variation in the percentage set forth in Section 4 below) shall not constitute a work that is functionally equivalent to the Work.  If Artist breaches this covenant, Purchaser’s sole and exclusive remedy shall be liquidated damages in an amount equal to the Initial Purchase Price plus all amounts received by Artist pursuant to Section 4 below.

4.      Purchaser’s Right to Transfer the Work. Purchaser acknowledges and agrees that the Work is not the physical document on which this Agreement appears, but the underlying contract between Artist and Purchaser.  As such, Purchaser may not assign, convey, transfer or otherwise dispose of the Work except by assigning the Agreement in accordance herewith.  Purchaser may assign this Agreement provided that (a) the assignee agrees to be bound by the same terms and conditions as Purchaser hereunder by signing in the space provided below and sending a copy of the Agreement with such additional signature to Artist at alfred@alfredsteiner.com, and (b) contemporaneously with such assignment, Purchaser pays to Artist an amount equal to ten percent (10%) of any consideration Purchaser receives in connection with such assignment, which such amounts Purchaser shall record in the spaces provided below.  If Purchaser or a permitted assignee is a natural person, this Agreement may also be assigned by operation of law upon the death of Purchaser or such permitted assignee.  Except as provided herein, any purported assignment, transfer or delegation by Purchaser shall be null and void.  Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

5.      Prevailing Party’s Right to Reimbursement of Legal Fees. If any legal action is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment shall be entitled to the full amount of all reasonable expenses, including all court costs, taxes and reasonable attorney fees paid or incurred in good faith by such party.

6.      Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements or understandings between the parties hereto.

IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed and delivered as of the Effective Date.

ALFRED STEINER                        [NAME OF PURCHASER]

______________________                                       ______________________

ASSIGNEE NO. 1                           CONSIDERATION PROVIDED                                     ARTIST’S PERCENTAGE

TO PURCHASER

______________________                                       ______________________                                       ______________________

ASSIGNEE NO. 2                           CONSIDERATION PROVIDED                                     ARTIST’S PERCENTAGE

TO ASSIGNEE NO. 1

______________________                                       ______________________                                       ______________________

Additional signature blocks to be added for assignees as necessary.

Tags: agreement as art, Art Law, conceptual art, contract as art, promises, resale rights