2022 INTERNATIONAL FOLK ART MARKET LETTER OF AGREEMENT

THIS INTERNATIONAL FOLK ART MARKET AGREEMENT (the "Agreement") is entered into and effective as of January 15, 2020 and is by and between the International Folk Art Alliance, Inc., a New Mexico nonprofit corporation doing business as the International Folk Art Market (hereinafter referred to as "IFAA"), and the entity as listed under item 1. Artist Information (hereinafter referred to as the "Artist", collectively referred to as the "Parties.").

The parties, for and in consideration of the mutual and reciprocal covenants and agreements hereinafter contained, and for good and valuable consideration, do hereby contract and agree as follows:

1. ARTIST INFORMATION

 (If any of the applicant's information has changed after the application was submitted, please enter correct information.)

2. DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

     A. "Artist" is defined as an independent artist, a cooperative, an artist sponsored by an individual, a nonprofit with or without an artist, or a business with or without an artist who exhibits at the International Folk Art Market in Santa Fe (hereinafter referred to as "IFAM").

     B. "Folk Art Product" is defined as the Artist's work as submitted in their IFAM Application (and as described in #5), and then referred to simply as "Product(s)" throughout the rest of the Agreement.

3. PURPOSE AND ENGAGEMENT

The purpose of this Agreement is to create and define the relationship between IFAA and the Artist for the Artist's participation in the IFAA's International Folk Art Market on July 6-10, 2022 in Santa Fe, New Mexico. The Artist has been selected by the IFAA to participate in the IFAM in exchange for the Artist's performance of the terms and conditions set forth in this Agreement.

4. TERM

The term of this Agreement is January 15, 2022 through August 31, 2022.

5. ARTIST RESPONSIBILITIES

Artist agrees to provide to IFAA the folk art products for inclusion in the IFAM as follows:
 
     A. Only the same type of Folk Art Products (the "Products") which are consistent in design and quality, and in the same media category as the Products submitted in its 2021 IFAM Application and accepted by the Artist Selection and Placement committees. Products that are not allowed are detailed in the Artist's "Conditions of Acceptance."

     B. Products that are original and made by Artist within the last five years.

6. ARTIST FEES

Artist agrees to pay directly the following fees and expenses for participation in the IFAM:

     A. Booth and rental fees; all Artist travel expenses including airfare, ground transportation, lodging, meals, passport and VISA fees; shipping, customs clearance, and duty fees for Artist's Products.

     B. If Artist is attending IFAM for the second time or more, IFAA will retain 20% of Gross Sales of Artist's Products to be applied to IFAM-related expenses such as marketing, promotion, infrastructure, and administration. If the Artist sells less than $10,000 in gross sales at the IFAM, IFAA will retain 10% of the gross sales of Artist's Products.

     C. If Artist is attending IFAM for the first time, IFAA will retain 10% of gross sales of Artist's Products to be applied to IFAM-related expenses such as marketing, promotion, infrastructure, and administration.

7. REQUIREMENTS FOR ARTIST PARTICIPATION

     A. Prior to the opening of the IFAM, the IFAM Standards Committee will visit Artist's booth to confirm that the Artist has complied with their Conditions of Acceptance.

     B. Any Product that does not comply with the Artist's Conditions of Acceptance can be removed from Artist's booth by the IFAM Standards Committee.

     C. Failure to comply with any requests made by the IFAM Standards Committee may result in the closure of Artist's booth and the forfeiture of Artist's booth fee. Artist may also be prohibited from applying for future folk art markets produced by the IFAA.

     D. Artist may not sell or provide for consignment any Products within a 500 mile radius of Santa Fe, NM for 90 days prior to the IFAM. If Products are currently available for sale within this region, Artist must notify Nadia Hamid (nadia@folkartmarket.org) by April 30, 2022 (for the Santa Fe Market). This requirement will be strictly enforced.

8. PRODUCT DONATION

IFAA requires that the Artist donate a Product(s) with a suggested retail value of US $200 (wholesale value of US $100) to be sold in IFAM's "Best of the Best" fundraising booth. Proceeds from the sale of the Product(s) will be used to support the operations of the IFAA. Artist agrees to authorize a specially-designated IFAM committee member to visit Artist's booth before the opening of the IFAM and select a Product(s) totaling US $200 suggested retail value (wholesale value of US $100) for the "Best of the Best" booth.

9. PRODUCT SALES

IFAA handles all sales of Artist Products. Trained IFAM volunteers will be assigned to Artist's booths to write up sales slips for all Product sales. Customers will pay for their purchases at centrally located IFAM Pay Stations. IFAA will accept cash, checks and credit card/debit card payments on behalf of the Artist. IFAA will deduct a 2% bank services fee for all Artist Product sales purchased via credit card or debit card. IFAA will collect gross receipts tax and pay the proceeds to applicable agencies.

10. FINANCIAL RECONCILIATION

Product sales processed by the IFAA will be reconciled with the Artist during an appointment with the IFAM staff on Monday July 11th, 2022 or Tuesday July 12th, 2022. At that time, Artist's sales records will be compared with sales totals determined by the IFAM Pay Stations to resolve identified discrepancies. Any outstanding fees that Artist owes to IFAA, including booth rental, airfare, ground transportation, lodging, meals, shipping, customs clearance, wire fees, and duty fees will be deducted from Artist Product sales. IFAA reserves the right to withhold up to $2,500 (based on anticipated charges) from Artist's Product Sales for any outstanding fees incurred by Artist. Any unused amount will be returned to artist after outstanding fees have been resolved (example: pending customs/duty bills).

11. PAYMENT TO ARTIST

Artist agrees to fill out an IFAM Payment Information Form stating the preferred payment method for sales of Artist Products processed by IFAA during the IFAM. Once Artist has paid IFAA all fees required under this Agreement, IFAA will send the remaining funds to Artist as indicated on the Payment Information Form.

12. RELATIONSHIP BETWEEN THE PARTIES

The Artist expressly understands, covenants and agrees that the Artist is not an employee of IFAA and that IFAA does not intend to and has not, pursuant to this Agreement, entered into a relationship of employer and employee with the Artist. As such, IFAA shall have no duty, liability or obligation to the Artist concerning their participation in any retirement plans, welfare plans, sick pay plans, vacation pay plans or other benefits or bonuses unless provided for hereunder. Further, Artist understands, covenants and agrees that IFAA shall have no obligation, duty or liability to withhold or pay federal or state income taxes, FICA or federal or state unemployment taxes in connection with any amounts paid by IFAA to the Artist other than the Gross Receipts Tax referenced above.

13. HOLD HARMLESS PROVISION

Artist hereby promises to defend and hold IFAA harmless from and against any and all losses, liabilities, fines, penalties, interest, cost and expenses resulting from any claims, demands, judgments, settlements, suits, actions, causes of action and other matters which arise out of or in connection with the Artist's performance of services during the term of this Agreement and the breach by Artist of any covenants set forth in this Agreement.

14. NOTICES

The parties shall communicate under this agreement primarily by email, by telephone or in person. However, all notices required or permitted to be given under this Agreement shall be in writing. Each such notice shall be deemed given and received three (3) business days after such notice is sent via email. Written notice via hand delivery shall be considered as given and received on the actual date of delivery to the applicable addressee.

15. MERGER; APPLICABLE LAW

No amendments in the terms of this Agreement shall be valid unless in writing signed by the Parties. This Agreement contains the entire understanding and Agreement between the Parties. All prior negotiations and agreements between the Parties are superseded by this Agreement. This Agreement shall be interpreted and enforced pursuant to the laws of the State of New Mexico.

16. SURVIVAL

The promises to defend and hold harmless contained herein shall survive the termination of this Agreement.

17. SEVERABILITY

If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable the remainder of this Agreement shall be enforceable to the fullest extent permitted by law.

18. COUNTERPARTS

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which, together shall constitute one and the same instrument.

I HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS LISTED ABOVE. *
PLEASE SIGN BELOW: *
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