CONTRACT FOR GUARDIANSHIP OF ARTWORK 

THIS AGREEMENT IS MADE ON 23rd April 2006

Between:

The Medical Research Council with offices at 20 Park Crescent, London W1B 1AL on behalf of the National Institute for Medical Research, The Ridgeway, Mill Hill, London NW7 1AA  (“the Guardian” 

And 

Andrew Miller & Duncan McAfee (“the Artists”)

Of
….

Under which the Guardian agrees that it is their intention at this date to be guardian of the work of art described in the preamble below for 50 years from the signing of this agreement 

Preamble

The artwork consists of a sealed box and this contract (a copy of which is contained within this frame) - “the Artwork”. The box contains a number of artefacts and documentation pertaining to the Artists’ residency at the National Institute for Medical Research (NIMR), which comes to an end upon the signing of this contract.  

The Artwork will reach final completion upon the expiry of 50 years from the date of signing of this agreement – to be formally marked by a ceremony.  After 50 years - marking the completion of the Artwork (“the completion date”), the box is to be opened by the Guardian and ownership of the Artwork shall pass to the Guardian in a ceremony to be agreed between the Guardian and the Artists, or their estate, at that time. Prior to this the Artists will retain ownership, though not possession of the box, and agree to leave the Artwork in an unaltered state.  Prior to the completion date the box is not to be treated as an asset of the MRC.

Copyright and reproduction rights in the Artwork shall remain with the Artists in perpetuity.  This covers reproduction, publication or dissemination by any means or medium including those as yet to be devised and is to apply in all territories of the world and universe as they may be discovered.  The Artists hereby grant the Guardian a licence to use reproductions of the Artwork for publicity or educational purposes.

Until the completion date the Artwork shall remain in the possession of the Guardian. During the 50-year period the artwork will be displayed by the Guardian but is not to be opened on any account until the completion date.  If for any reason the box is opened prior to the completion date the Artwork will never be complete and this contract shall be rendered null and void, with possession of the incomplete Artwork remaining with the Artists, their heirs or estates in perpetuity. In view of the very particular time-based characteristics of the work, this contract shall attempt to address any contingencies that might compromise the successful completion of the work and transfer of its ownership, and shall seek to clarify as best it can, arrangements for the display, safe keeping and insurance of the work.

1. Ownership

1.1 Ownership of the Artwork shall pass from the Artists to the Guardian after the expiry of the completion date (50 years).  It is implicit that the Guardian may not treat the work in any way commensurate with ownership prior to this date – e.g. altering, selling or destroying it, 

1.2 The Artwork may be lent for exhibition by the Artists or any third party, with the agreement of the parties to this contract provided that the loaning party shall be responsible for insuring the work during its transportation and exhibition.

1.3 The Artwork shall be made available to the Artists for external inspection or documentation at the reasonable request of the Artists or their nominated representatives.

1.4 Any issues arising over ownership of the Artwork prior to the completion date will be decided by written agreement between the Guardian and the Artists.

2. Display

2.1 The Guardian agrees to display the Artwork as agreed with the Artists 

2.2 A signed copy of the preamble will constitute part of the Artwork and should be displayed with the box as agreed with the Artists

3. Risk of loss or Damage and Maintenance

3.1 This section refers to the period prior to the completion date

 3.2 If there is any doubt about a course of action concerning the maintenance and/or repair of the Artwork, the Artists or their estate should be contacted in the first instance.

3.3 The Guardian agrees to take all reasonable care in the safe keeping of the Artwork, maintaining it in its original state until the completion date. 

3.4 The Guardian undertakes to take all reasonable steps to prevent deterioration of the Artwork e.g. exposure to damp, scuffs etc.

3.5 The Guardian shall be responsible for insuring the Artwork prior to the completion date.  The insurance shall be for the joint benefit of the Artists as interim owners of the Artwork and for the benefit of the Guardian against the risk of ownership not successfully passing.  The proceeds of any successful claim shall be divided equally between the parties. The current insurance value of the Artwork is £4500 The Guardian shall review the insurance value of the work with the artists or their representatives every 5 years.

3.6 The Artwork is on permanent loan until the completion date.  The Guardian will thereafter, as owners of the artwork, acquire unrestricted ownership of the Artwork at its full market value. This benefit will be conferred upon the Guardian in consideration of their undertakings in respect of care of the Artwork during the 50-year term.

4. Copyright and reproduction rights

4.1 The Artists as first authors of the Artwork shall retain copyright and reproduction rights in the Artwork by any means or process until and following the completion date.  The right shall apply to all territories of the world and the universe for the duration of the copyright period – commencing with the date of hand over to the Guardian. The artists grant the Guardian a non – exclusive licence to reproduce images of the work for publicity or educational purposes provided that the said reproductions are of a standard acceptable to the Artists.  The Artists will provide the Guardian with images of the work for such purposes at the Guardian’s reasonable request.

5. Credits and Moral Rights

5.1 The Artists assert their moral rights in the work – in particular the moral right to object to derogatory treatment of the Artwork or any inferior reproduction thereof, the manner / means in which it is displayed or any deviation from terms around the timing of the Artwork’s opening.

5.2 The Artists assert their moral rights to be credited as authors of the work at any time the Guardian displays or produces reproductions of the Artwork in any published form whatsoever including electronic publication or any means of publication or dissemination whatsoever not yet devised in all territories of the world and universe.

5.3 The duty shall be discharged by display of the signed preamble and by some notice giving the artists’ names and the title of the work.

6. Lending

Any change to the agreement set out above regarding the display of the Artwork before the completion date must be agreed in consultation with the artists or their estate in writing.

7. Termination of the Agreement

Any premature opening of the box will render this contract null and void, with possession of the incomplete Artwork remaining with the Artists their heirs or estates in perpetuity.

8. Review

This agreement will be reviewed initially on an annual basis until such time as the future location of NIMR is confirmed.

9. Disputes

Any dispute arising (other than a dispute over the legal interpretation of this agreement) should be referred in the first instance for expert opinion to Simon Gould, his heirs or estate.  Simon Gould’s decision shall be final and binding upon both parties.

Schedule of foreseeable contingencies

10. Relocation

10.1 The Guardian of the work shall make all reasonable efforts to uphold this agreement, particularly concerning the display and maintenance of the Artwork in the event of site relocation. Any issues arising in relation to the work should be dealt with in written agreement with the Artists or their estate.

10.2 Any organisational changes at NIMR shall be communicated to the artists or their representatives in writing.

10.3 The Guardian and the Artists are mutually responsible for keeping each other informed of up to date contact details.

11. Applicable Law

The validity, construction and performance of this Agreement shall be governed by English law and the exclusive jurisdiction of the English Courts. 

Signed………………………………………………………

John Wills, Assistant Director NIMR

For and on behalf of Medical Research Council

Dated……………………………….

And

Signed………………………………………………………

Andrew Miller and Duncan McAfee (the Artists)

Dated