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Artwork Purchase Agreement (Template)

★ Contract for buying and selling artwork/masterpieces.

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Upon completion of the transaction, the contract file (zip format) will be available for download.

If you double-click the downloaded file, a Word document will appear.

Notes and comments are included. You may customize freely.

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★ The following provisions pertain specifically to the sale and purchase of art works.

・ Guarantee of originality

・ Attribution of copyright after the sale

・ Exhibition under Copyright Act Article 45

・ Reproductions, derivative works

・ Resale, etc.

★ Also included are provisions that aim to achieve effects similar to the so-called right of pursuit (not yet adopted in Japanese copyright law, etc.).

★ Provisions included in the “Art Work Sale Contract”

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Article 1 (Purpose of the contract)

Article 2 (Payment)

→ Earnest money

→ Balance / Installment payments

Article 3 (Delivery, transfer of title)

Paragraph 1: The transfer of ownership shall occur when both conditions, “payment of the purchase price” and “delivery of the artwork,” are fulfilled. (There may be cases where the artwork is not completed at the time of payment, hence this arrangement.)

→ An example where only “payment of the purchase price” is a condition is also provided.

Paragraph 2: Regulations regarding the method of delivery. (Delete if not needed.)

Article 4 (Risk bearing)

Article 5 (Warranty)

Article 6 (Seller’s default)

Article 7 (Buyer’s default)

Article 8 (Copyright, display, portrait, etc.)

Paragraph 1: If the author of the artwork and the creator of the work are the same person, simply refer to them as “Party A” or “the creator of the artwork.”

※If copyright is to be transferred to Party B, either state that in this contract or enter into a separate contract for transfer of copyright and prepare a copyright transfer agreement.

※If copyright is not transferred and is licensed, it becomes a license agreement.

※Copyright comprises transferable “copyright ownership rights” and non-transferable “moral rights.”

※Paragraph 2 is based on Copyright Act Article 45. The text of Article 45 is provided below.

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（Exhibition by the owner of the original work of art or its photograph）

Article 45 The owner of the original artwork or the owner’s authorized person may publicly exhibit the original work or its photographic work based on that original work.

2 The preceding paragraph does not apply when the original work of art is permanently installed in an outdoor place accessible to the public such as streets, parks, or exterior walls of buildings or other outdoor locations where it is visible to the public.

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Article 9 (Rights related to exhibition)

This clause ensures that, after selling the artwork, it can still be borrowed for exhibitions or similar purposes.

(Delete if not needed.)

Article 10 (Destruction, alteration, loss)

Article 11 (Repair)

Article 12 (Transfer, resale, lending)

If the artwork is resold, this clause helps to keep track of its destination.

(Also used if you want to continue using the work after selling it at a solo exhibition, etc.)

Article 13 (Liability for damages, limitation of liability)

Paragraph 1: An example provision stating that both parties bear liability for damages.

★ Alternative for Paragraph 2: A clause limiting the scope of damages is also provided. (If needed, keep all or part of it or delete it.)

→ “Consequential damages” means the profits that would have been obtained if the contract had been performed.

→ “Consequential damages” include both “lost profits” and “expenditures that would not have occurred if performance had been achieved.”

→ “Lost profits”

For example, if Party B (the buyer) receives the purchase money from Party A but fails to deliver the artwork, this is a breach by Party B. The profits that Party A would have earned if the artwork had been delivered are the lost profits.

→ “Expenditures that would not have occurred if performance had been achieved”

If Party B’s non-performance causes Party A to incur expenses, those “expenditures that would not have occurred if performance had been achieved” arise.

【Scope of damages: Civil Code related provisions】

If the damages scope defined by the Civil Code Article 416 is excessive, the contract may limit the scope of damages.

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Civil Code Article 416 (Scope of damages)

1. Claims for damages for breach of duty aim to compensate for the damages that ordinarily would arise from such breach.

2. Even if there are special circumstances, if the creditor could have foreseen or could have foreseen those circumstances, the creditor may claim compensation.

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Paragraph 2: A limitation of liability clause for force majeure such as natural disasters or infectious diseases.

Article 13 (Exclusion of anti-social forces)

Article 14 (Prohibition of transfer of rights and obligations)

Article 16 (Governing law, consultation, jurisdiction)

Article 17 (Special agreement: joint guarantor)

If a joint guarantor is used to secure payment of the purchase price, etc., include such a clause.

(Delete if not needed.)

※ This follows the Civil Code amendments scheduled to take effect on April 1, 2020.

Article 1: If the joint guarantor is an individual, it is necessary to set a maximum amount (limit of liability) at the time of contract formation.

(A joint guaranty clause without a maximum amount is invalid.)

Article 2: Party A must provide information to Party B (the joint guarantor) in advance regarding the items specified here.

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Notes and comments are included. A Word file format is provided, and you may customize freely.

Additional options

Seller information

Akiraccyo

Japan

Identity confirmed

NDA concluded

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