LOAN AGREEMENT
This Loan Agreement is made and entered into on the following terms and conditions by Bradford Museums, Galleries & Heritage and ………………………………… (hereafter referred as the Borrower)
Venue
Clause Title
1. Definitions
2. Loan period and Object(s) to be lent
3. Obligations
4. Transport
5. Packing and Conservation Costs
6. Insurance/Indemnity
7. Care of object(s) whilst on loan
8. Security and Safety of object(s)
9. Reproduction
10. Acknowledgement
11. Entire Loan Agreement
12. Assignment
13. Confidentiality
14. Partnership
15. Force Majeure
16. Termination on Change of Control or Insolvency
17. Termination on Default
18. Service of Notices and Communications
19. Variations
20. Arbitration
21. Third Party Rights
22. Law
23. Precedence of Conditions
Schedule 1 Inventory of Loan Object(s)
Schedule 2 Additional Special Conditions
1.0 Definitions
1.1 ‘BMGH’ shall mean Bradford Museums, Galleries & Heritage, for whom the Loan Agreement is being carried out and shall include its legal representatives, successors and assignees.
1.2 ‘Borrower’ shall mean ……………representatives, successors and assignees.
1.3 ‘Venue’ shall mean……………..
1.4 ‘Object(s)’ shall mean those articles in the Inventory of Loan Object(s), Schedule 1.
1.5 ‘Loan period’ shall be that time specified in Clause 2.1 below. A short-term loan shall mean between one week and 12 months. A long term-term shall mean between 12 months and 5 years. All loans shall be negotiable for review and renewal after 5 years.
2.0 Loan period and Object(s) to be lent
2.1 BMGH agree to lend the Borrower the Object(s) on the attached inventory of Loan Object(s), Schedule 1, for public exhibition from………..20 to…………. 20 at the venue stated above. After which the loan will be subject to a further review by both parties.
2.2 The loan may be terminated by either party on receipt of at least three months written notice.
3.0 Obligations
3.1 The obligations of both parties to this Loan Agreement will be in accordance with these conditions and the attached Schedules.
3.2 The Borrower undertakes to inform BMGH if the name or contact details of the person responsible for the loan change, or if the Venue itself changes its name or status.
3.3 Should the loan be terminated, the Borrower agrees to pay the cost of returning the objects. Transport arrangements must adhere those laid out in section 4.
3.4 BMGH reserves the right to make periodic or occasional inspections of the object(s) on loan.
4.0 Transport Arrangements
4.1 The Borrower agrees to pay the cost of packing, collecting and transporting the object(s) to the Venue. Transport arrangements must be discussed and agreed with relevant BMGH staff.
4.2 BMGH reserves the right to nominate a courier to accompany the object(s) at the installation and de-installation of the display at the Venue. The courier will be responsible for overseeing the de-packing, condition checking and installation at the Venue and the re-packing, condition checking at de-installation. Our courier should be provided with sufficient subsistence to cover transport, accommodation, meals and other reasonable expenses incurred during the course of the trip.
4.3 Should the loan be terminated BMGH reserve the right to nominate a courier to accompany the object(s) in transit and be responsible for overseeing the de-installation, packing, condition checking at the Venue. Our courier should be provided with sufficient subsistence to cover transport, accommodation, meals and other reasonable expenses incurred during the course of the trip.
5.0 Conservation and Packing Costs
5.1 The Borrower will cover the cost of any conservation work that is necessary during the period of the loan or due damage which occurs while the objects are on loan. (see 8.8)
5.2 Should the loan be terminated the Borrower will be responsible for the cost of packing the objects for return.
6.0 Insurance/Indemnity
6.1 The Borrower will cover the costs of insuring/indemnifying the object(s) from the period they are removed (within BMGH premises) to and during their installation at the Venue and their return to within BMGH premises.
6.2 BMGH agrees to lend the objects on receipt of copy insurance/government indemnity documentation prior to the date of the loan period (see 2.1).
7.0 Care of the Object(s) whilst on Loan
7.1 The Borrower will be responsible for the safety of the BMGH loan and will exercise the same care as it does with its own collections. It will be prepared to complete the BMGH ‘Loan Request Form’. Movement will be restricted to a minimum and will be carried out by staff who are experienced in handling works of art and material of ‘museum quality’.
7.2 The Borrower will remove the object(s) from display in the event of any refurbishing or decorating work at the Venue. The Borrower will inform BMGH in advance in writing of any plans to remove the objects from display, for whatever reason. When not on display, the objects must be stored in a climate controlled and secure store at the Venue, with access limited to appropriate staff.
7.3 The Borrower will inform BMGH immediately (short-term loans) or no less than three months (long-term loans) in advance of an intention to move the object(s) to another building.
7.4 The Borrower agrees to display the material in a secure manner and to make their best endeavours to ensure that the object(s) will not be able to be touched by visitors. They should not be placed in the direct route of gallery tours or where people can lean against them. Any variations from the display conditions must be agreed with BMGH.
7.5 The Borrower undertakes to provide a stable and dust free environment for the object(s). Unless otherwise specified on the schedule of objects, this will be at a temperature in the range 18-25 degrees C and relative humidity in the range 40 – 65% with fluctuations of no more than 5% within an hour. All humidity and heating controls should operate 24 hours a day during the period of the loan.
7.6 The object(s) will not be subjected to excessive light levels. Both daylight and florescent lighting will be filtered with a suitable UV absorbing material so that the UV radiation is below 75 microwatts per lumen. Lights will be turned off in non-public hours. The table below indicates ranges that shall not be exceeded.
Furniture: 150-200 lux
Oil Paintings 100-200 lux
Watercolours 50 lux
Costume/textiles 50 lux
Natural Sciences 50-100 lux
7.7 The Borrower must ensure that no other item is placed on or against the object(s) on loan from BMGH unless agreed in writing.
7.8 The Borrower must ensure that the object(s) is not placed near air intakes, exposed draughts or direct sources of heat.
8.0 Security and safety of the object(s)
8.1 The Venue must be prepared to complete the BMGH ‘Loan request Form’ and satisfy the following security conditions:
Modern fire/intruder alarm with ‘Redcare’ line to central control station.
Regular invidulation during opening hours.
8.2 Smoking must be prohibited in the space containing the objects. Eating and drinking in the space containing the objects must only be under controlled circumstances such as private views.
8.5 No conservation work or any other treatment may take place without the written approval of BMGH, even in the event of an emergency. Routine cleaning of objects is permissible but approval of the method should be sought from BMGH in advance.
8.6 The Borrower must maintain a location list of all objects on loan from BMGH and must physically check the presence of the objects and their condition at intervals of no less than one year (long-term loans). The Borrower may be asked to complete a form with details of this stock-check once annually.
8.7 The Borrower may use temporary tags to identify BMGH objects but should not mark objects in a permanent fashion, and may not use adhesive labels of any kind.
8.8 Any damage or loss to the BMGH object(s), regardless of who is responsible, is to be immediately reported by the Borrower. A telephone, fax or e-mail must be made immediately. The Borrower must ensure that BMGH receives a written report, condition report and photographs showing damage within 3 days. If any object is damaged during the loan period, the Borrower will cover the necessary costs of inspection by BMGH staff, including travel fares and accommodation at standard BMGH rates, or the removal of the object(s) from the exhibition.
8.9 Any theft or breach of security during the period of the Loan Agreement should be reported, even if the object(s) is not directly affected.
9.0 Photography
9.1 No photography or filming of individual objects for commercial purposes is allowed. General views of galleries that contain BMGH objects may be taken for press and publicity purposes. Any photography that does take place must be supervised by a responsible member of staff, and only they may move or handle the object(s).
9.2 All publicity material using BMGH images or the BMGH logo must be approved in advance by BMGH.
10.0 Acknowledgement
10.1 The Borrower will acknowledge the BMGH’s loan on labels and in any guide or catalogue as follows:
Bradford Museums, Galleries & Heritage
11.0 Entire Loan Agreement
11.1 This Loan Agreement is the entire Loan Agreement between BMGH and the Borrower and shall supersede any previous Loan Agreements whether in writing otherwise. Any variation shall only be by written consent of both Parties.
12.0 Assignment
12.1 Neither Party shall assign any of it obligations under the Loan Agreement without prior written consent of the other Party, which shall not be unreasonably withheld.
13.0 Confidentiality
13.1 The Borrower and BMGH undertake to treat with confidentiality any contracts made with each other or with any Third Party relating to the Loan Agreement.
13.2 The Borrower and BMGH shall keep confidential all other information of the other Party designated as confidential obtained under or in connection with the Loan Agreement and shall not divulge the same to any Third Party without prior written consent of the other Party, except for the performance of the Loan Agreement.
13.3 The provisions of this Clause shall not apply to any information in the public domain otherwise than by breach of the Loan Agreement:
13.3.1 information in the possession of the receiving Party thereof before divulgence as aforesaid;
13.3.2 information obtained from a Third Party who is free to divulge the same.
13.4 The Borrower and BMGH shall divulge confidential information only to those employees who are directly involved in the Loan Agreement and shall ensure that such employees are aware of and comply with these obligations of confidentiality.
13.5 The provisions of this Clause shall continue in force notwithstanding the termination of the Loan Agreement.
14.0 Partnership
14.1 Nothing in this Loan Agreement shall constitute the Borrower as the Agent or partner of BMGH and, except as expressly permitted by this Loan Agreement, the Borrower shall not have any authority to use the name of BMGH for any purpose whatsoever.
15.0 Force Majeure
15.1 Neither Party shall be liable to the other Party by reason of any failure or delay in performing its obligations under the Loan Agreement which is due to Force Majeure, where there is no practicable means available to the Party concerned to avoid such failure or delay.
15.2 If either Party becomes aware of any circumstances of Force Majeure which give rise to any such failure or delay, or which appear likely to do so, that Party shall promptly give notice of those circumstances as soon as practicable after becoming aware of them and shall inform the other Party of the period for which it estimates that the failure or delay will continue.
15.3 For the purpose of this Clause, “Force Majeure” means any event or occurrence which is outside the control of the Party concerned and which is not attributable to any act or failure to take preventative action by the Party concerned, but shall not include any industrial action occurring within the Borrower’s organisation.
16.0 Termination on Change of Control and Insolvency
16.1 BMGH may terminate the Loan Agreement by written notice having immediate effect if:
16.1.1. The Borrower undergoes a change of control, within the meaning of section 416 of the Income and Corporation Taxed Act 1988, impacting adversely and materially on the performance of the Borrower; or
16.1.2 where the Borrower is an individual or firm, the Borrower or any other partner in the firm becomes bankrupt or has a receiving order or administration order made against him/her; or makes any compromise or arrangement with or for the benefit of his/her creditors; or appears unable to pay a debt within the meaning of section 123 of the Insolvency Act 1986; or similar event occurs under the law of any other jurisdiction within the United Kingdom; or
16.1.3 where the Borrower is a company, the Borrower passes a resolution or the Court makes an order that the Borrower be wound up otherwise than for the purpose of solvent reconstruction or amalgamation; or a receiver, manager, administrator is appointed on behalf of a creditor in respect of the Borrower’s business or any part of it; or the Borrower is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or any similar event occurs under the law of any other jurisdiction within the United Kingdom.