Article One
Establishing the Stewardship Program Agreement
Section 1.01 Purpose
The Stewardship Program (Program) exists to further the Trust’s charitable purpose of providing education and promotion of the arts to the public through the promotion and preservation of the legacy and artistic contributions of Raphael Sassi.Section 1.02 Recitals
The Steward has been selected following an auction process to enroll in the Program for the artwork described in Exhibit A (the Artwork), and desires to take custody of the Artwork subject to the terms of this Agreement for the purpose of furthering the Trust’s charitable purpose. The Parties intend for this Agreement to govern the Steward’s custody, care, display, and return of the Artwork, as well as related rights and obligations. The Steward acknowledges that the Artwork is entrusted to them solely for preservation, conservation, and secure storage purposes. This arrangement does not confer ownership or personal use rights. The Steward shall hold the Artwork as a steward on behalf of the public, consistent with the Trust’s charitable mission. The safe storage and long-term preservation of the Artwork are necessary to the Trust’s ability to carry out its public mission.Section 1.03 Parties
This Stewardship Agreement (Agreement) is entered into as of ____________________ (Effective Date), by and between The Raphael Sassi Preservation Trust dated November 25, 2024, a 501(c)(3) organization (the Trust), and ___________________________ (the Steward). The Trust and the Steward may be referred to individually as a Party and collectively as the Parties.Section 1.04 Good Faith Coordination
The Trust and the Steward shall act in good faith and cooperate with one another in carrying out the terms of this Agreement. All decisions regarding care, storage, display, transport, recall, and preservation of the Artwork shall be made with due regard to what is most suitable for the Artwork, taking into account its artistic, cultural, and physical characteristics and the Trust’s charitable mission.Article Two
Stewardship Auction
Section 2.01 Auction Overview
The Trust may select the Steward through an auction conducted by or on behalf of the Trust (the Auction) for the limited purpose of awarding the right to enroll in the Trust’s Stewardship Program for the Artwork, subject to this Agreement. The Auction does not transfer any ownership interest in the Artwork and confers no rights other than those expressly provided upon enrollment.Section 2.02 Auction Format and Administration
The Auction may be live, online, sealed-bid, or hybrid. The Trust (or its designated auctioneer or platform) will administer the Auction, set the bidding procedures, reserve prices (if any), bid increments, opening bids, and any eligibility criteria, and may modify such procedures upon notice prior to the Auction close. The Trust may set a reserve and may accept or reject any bid, withdraw the Artwork from the Auction at any time, or cancel the Auction in its sole discretion.Section 2.03 Enrollment Fee
The provisional winner shall pay the full amount due (winning bid plus any premium/fees and taxes) within ten (10) business days after notice of award, by wire transfer or other method approved by the Trust. The Parties shall acknowledge receipt of an enrollment fee in connection with the auction-based Program selection.Section 2.04 Agreement Execution
Within ten (10) business days after notice of award (or such other time stated in the Auction Terms), the provisional winner shall execute this Agreement and any related Program documents required by the Trust.Article Three
Program Enrollment
Section 3.01 Enrollment
The Steward is enrolled in the Program for the Artwork upon execution of this Agreement and satisfaction of any conditions stated herein.Section 3.02 Ownership
Legal and equitable title to the Artwork remains at all times with the Trust. No right, title, or interest in or to the Artwork is transferred or granted to the Steward other than the limited, revocable right of custody and display as expressly set forth herein. The Steward shall not create or permit any lien, claim, encumbrance, or security interest on the Artwork.Section 3.03 Non-Assignability
The Steward’s rights are personal and may not be assigned, delegated, lent, leased, pledged, sublicensed, or otherwise transferred without the Trust’s prior written consent.Article Four
Preservation Standards
Section 4.01 Approved Location and Interim Storage
The Artwork shall be displayed or housed at a public location approved in advance by the Trust when possible, which approval shall not be unreasonably withheld and shall be consistent with the Trust’s charitable mission and public benefit objectives. If an approved public location has not yet been identified, approved, or becomes temporarily unavailable, the Steward may keep the Artwork in private storage on an interim basis, provided that such storage fully complies with all environmental security, handling, and preservation standards set forth in this Agreement. The Steward shall cooperate in good faith with the Trust to identify and transition the Artwork to an approved public location as soon as reasonably practicable.Section 4.02 Environmental Conditions
The Artwork shall be maintained in a stable, climate-controlled environment with a temperature range of sixty-eight to seventy-two degrees Fahrenheit (68-72°F) and relative humidity maintained between forty-five percent and fifty-five percent (45-55%), without abrupt fluctuations. Lighting shall be UV-filtered, and the Artwork shall be protected from direct sunlight at all times.Section 4.03 Security Measures
The Artwork shall be displayed or stored only within alarmed premises. Secure, professional-grade hanging or mounting systems shall be used, and unaccompanied or unsupervised access to the Artwork shall be reasonably limited.Section 4.04 Handling Requirements
The Artwork shall be handled only with clean hands or appropriate gloves. A twoperson carry shall be used when appropriate based on the size or fragility of the Artwork. Painted or printed surfaces shall not be touched, the Artwork shall not be leaned on its corners or edges, and only museum-grade hardware and anchors shall be used for any installation.Section 4.05 Cleaning Restrictions
Cleaning shall be limited to light dusting of the frame or glazing using a soft, dry cloth. No solvents, sprays, liquids, or cleaning agents of any kind shall be used, and painted or printed surfaces shall not be cleaned.Section 4.06 Prohibited Conditions and Uses
Smoking, candles, open flames, high-heat lamps, and the presence of food or beverages are prohibited in proximity to the Artwork. The Artwork shall not be displayed outdoors under any circumstances.Section 4.07 Transportation Standards
The Artwork shall be transported only by qualified fine art handlers and shall be packed using the original packing materials or equivalent museum-quality, archival packing designed to protect the Artwork during transit.Section 4.08 No Insurance Required
The parties acknowledge that the Artwork is unique, culturally significant, and inherently irreplaceable, and that no amount of monetary compensation would adequately replace or restore the Artwork in the event of loss or damage. Accordingly, the Trust shall not require the Steward to maintain insurance coverage for the Artwork. In lieu of insurance, the Steward shall strictly comply at all times with the preservation, handling, security, and environmental standards set forth in this Agreement, which are deemed essential conditions of custody. Any failure to adhere to such standards shall constitute a material breach of this Agreement and may trigger the Recall Procedure temporarily or permanently as necessary for the protection of the Artwork.Article Five
The Trust’s Obligations
Section 5.01 Encapsulation of the Artwork
To safeguard the Artwork during custody and display, the Trust will encapsulate or otherwise house the Artwork using museum-standard, conservation-grade methods that are preventive, non-invasive, and reversible, tailored to the Artwork’s medium and condition.Section 5.02 Encapsulation Standards
Encapsulation will utilize inert, acid-free, and conservation-approved materials (e.g., archival boards, barriers, spacers, hinges, and fasteners) and, where glazing is appropriate, UV-filtering acrylic or glass. All mounting and housing methods will be reversible to the extent practicable, avoiding adhesives or interventions that permanently alter the Artwork. Where warranted by the Artwork’s sensitivity, the Trust may incorporate microclimate features (e.g., sealed package, desiccant, and humidity buffer) inside the encapsulation to stabilize temperature and relative humidity. Encapsulation, installation, and any adjustments shall be performed only by the Trust or a Trust-authorized fine art handler or conservator. The Steward shall not open, remove, or alter the encapsulation or any security features without the Trust’s prior written consent, except as expressly directed in an emergency for immediate protection of the Artwork. Encapsulation and any components provided by the Trust are part of the Artwork’s housing and remain the Trust’s property. Encapsulation does not modify ownership or the Artwork itself and shall not be construed as a transfer of any title or intellectual property rights. Unless otherwise specified in this Agreement or written instructions, the Trust will bear reasonable costs of initial encapsulation. The Parties will coordinate scheduling for installation and any subsequent adjustments consistent with conservation requirements and Approved Location readiness. The Trust may service, repair, or upgrade the encapsulation at any time to address condition, security, or environmental needs. The Steward shall promptly report any observed condensation, fogging, hardware loosening, impact, vibration, or other signs of compromise.Section 5.03 Placard and Labeling
The Trust will provide a credit placard or label to be displayed on or adjacent to the Artwork (the Placard) and affixed to, or placed near, the encapsulation in a manner that does not damage the Artwork or its housing. The Placard will include, at a minimum: (a) Artist, title, date, and medium; (b) Trust credit line as provided by the Trust; (c) a stewardship acknowledgment substantially in the following for: “Stewardship by [Full Legal Name of Steward]; and, when requested: (d) In Honor of [Honoree Named by Steward]” The Trust will determine format, typography, legibility, and dimensions consistent with museum standards. Placement will be mutually coordinated for visibility and safety, taking into account wall conditions, sightlines, and conservation concerns.Section 5.04 Steward Acknowledgment
The Trust shall acknowledge the Steward’s contribution to the Trust’s charitable mission on the Placard and, where practicable, in associated exhibition materials (e.g., checklists, catalogs, press releases, and digital pages related to the Artwork) for the duration of the Steward’s custody and during Trust-organized public showings while the Steward is the current custodian. The Trust may use the Steward’s name (and, if provided, preferred city and state) solely for stewardship acknowledgment and donor recognition. Upon written request from the Steward, the Trust will use “Anonymous” in lieu of the Steward’s name, provided that legal and compliance requirements are met. The Trust may invite the Steward to be recognized in annual reports, donor walls, or event programs consistent with the Trust’s donor recognition policies. Such acknowledgments shall not suggest endorsement of products or services or imply ownership of the Artwork by the Steward. The Steward grants the Trust a nonexclusive, royalty-free license to use the Steward’s name (or “Anonymous”), and, if provided and approved in writing, logo or wordmark, solely for acknowledgment as described in this Section. The Steward represents that it owns any logo or mark it supplies and grants the Trust permission to reproduce it for such acknowledgment. The Steward may revoke logo usage prospectively upon written notice; name acknowledgment will continue unless the Steward elects anonymity.Section 5.05 Certificate of Authenticity
The Trust, on behalf of The Estate of Raphael Sassi, shall provide a written certificate of authenticity for the Artwork. The certificate shall identify the Artwork with reasonable specificity and shall be delivered to the Trust for its records. The Steward acknowledges that the certificate of authenticity is an essential component of the Artwork’s provenance and agrees to cooperate with the Trust in maintaining and safeguarding such documentation.Article Six
The Steward’s Obligations
The Steward shall exercise the highest standard of care customary for comparable fine art and follow the care guidelines and any written instructions from the Trust or its conservators.Section 6.01 Responsibility for Preservation
The Steward shall be solely responsible for ensuring that the Artwork is maintained, handled, stored, displayed, and transported in full compliance with the preservation, environmental, security, and handling standards set forth in this Agreement. The Steward shall exercise continuous oversight and reasonable care to prevent deterioration, damage, or loss of the Artwork and shall promptly notify the Trust of any condition, incident, or risk that could materially affect the Artwork’s preservation or integrity.Section 6.02 Notification of Condition Upon Incident
The Steward shall promptly (and in any event within 24 hours) notify the Trust in writing of any actual or suspected damage, loss, theft, environmental malfunction security breach, or other incident affecting the Artwork.Section 6.03 Condition Reports
At any time when deemed necessary by the Trust, the Trust may require the Steward to prepare and deliver a written condition report for the artwork described in Exhibit A (a Condition Report). Upon written demand by the Trust, the Steward shall prepare the Condition Report within a commercially reasonable time, and in no event later than fifteen (15) days after receipt of such demand, unless otherwise agreed in writing. Each Condition Report shall be prepared in good faith by a qualified individual and shall, at a minimum, include the following information: Date of inspection Location of the Artwork at the time of inspection Condition of the Artwork on inspection, including front, back, edges, surface, and structural integrity Identification of any existing or observed marks, abrasions, tears, craquelure, warping, or other condition issues Condition of any frame, mount, or support High-resolution color photographs of the Artwork sufficient to document its condition (unless the Trust expressly waives photographs in writing) Identification and description of any material changes in condition since the most recent prior Condition Report, if any Name, title, and signature of the individual preparing the Condition Report Acknowledgment by the Steward, including signature and date Acknowledgment by the Trust, including signature and date.Article Seven
Prohibited Actions
Section 7.01 No Transfer or Encumbrance
The Steward shall not sell, lend, pledge, assign, lease, sublicense, encumber, or otherwise transfer the Artwork or permit any lien or security interest to attach to the Artwork.Section 7.02 No Reproductions or Derivative Works<
The Steward shall not create or authorize any reproductions, castings, derivatives, molds, scans, or other copies of the Artwork in any medium without the prior written consent of the Trust.Section 7.03 No Commercial or Promotional Use
The Steward shall not use or permit the use of the Artwork for advertising, promotional, endorsement, merchandising, or other commercial purposes without the Trust’s prior written approval.Section 7.04 No Modification of the Artwork
The Steward shall not restore, reframe, or alter the Artwork without the Trust’s prior written consent.Section 7.05 No Mishandling
Only appropriate persons shall handle or pack the Artwork. Children, pets, and untrained individuals shall not handle the Artwork.Article Eight
Recall Process
The Trust may recall the Artwork at any time in its sole discretion, including for public exhibitions, conservation, scholarly study, insurance, inventory, or other reasons to further the Trust’s charitable purposes. The Trust shall have the right, at any time and in its sole discretion, to initiate a recall process for the Artwork when the Trust determines that such recall is reasonably necessary or appropriate. Upon initiation of the Recall Process, the Steward shall comply with all recall-related obligations set forth in this Agreement, including cooperation with retrieval, transport, conservation, or re-deployment of the Artwork as directed by the Trust. The exercise of the Recall Process shall not constitute a breach of this Agreement and shall be deemed an essential component of the Trust’s oversight and stewardship of the Artwork in furtherance of its exempt purposes.Section 8.01 Public Exhibition
The Steward agrees to make the Artwork reasonably available for public exhibition upon Trust request, subject to reasonable scheduling and security arrangements.Section 8.02 Notice of Recall
The Trust may recall the Work at any time as deemed necessary for furthering the Trust’s charitable purpose. Except in cases of emergency, the Trust shall provide the Custodian with at least thirty (30) days’ written notice of recall. Notice shall be deemed effective when sent by email to the Custodian’s designated address and by certified mail to the Custodian’s residence.Section 8.03 Emergency Recalls
In the event the Trust reasonably determines that an emergency exists that poses an imminent risk to the Artwork, including but not limited to fire, flood, water intrusion, theft, vandalism, structural failure, environmental control failure, or any other condition that may result in loss or material damage, the Trust may initiate an immediate emergency recall of the Artwork. Notice of an emergency recall may be given orally or in writing and shall be effective immediately upon transmission. Upon receipt of such notice, the Steward shall promptly cease all display, movement, or handling of the Artwork except as expressly directed by the Trust and shall take all reasonable steps to stabilize and protect the Artwork pending retrieval. The Steward shall fully cooperate with the Trust’s designated fine art shipper, conservator, or other agent to facilitate expedited access, packing, and removal of the Artwork. Failure to comply with this Section shall constitute a material breach of this Agreement.Section 8.04 Steward’s Obligations Upon Recall
Upon receipt of a recall notice from the Trust, the Custodian shall confirm receipt of the notice in writing within five (5) business days, shall immediately cease moving, displaying, or otherwise altering the Work, and shall fully cooperate with the Trust’s designated fine art shipper or conservator in preparing the Work for retrieval.Section 8.05 Continuing Stewardship During Recall
The initiation of a recall by the Trust, whether temporary or permanent, shall not relieve the Steward of its duties or responsibilities under this Agreement unless and until custody of the Artwork is formally transferred back to the Trust or to the Trust’s designated agent. During any recall period, the Steward shall remain the steward of the Artwork and shall continue to owe all duties of care, preservation, security, cooperation, and good faith compliance set forth in this Agreement. The Steward’s obligations shall continue in full force through the completion of retrieval and transfer of custody, regardless of whether the recall is intended to be temporary or permanent.Section 8.06 Costs of Recall
In a standard recall, the Trust shall bear the costs of transportation. In an urgent or immediate recall triggered by the Steward’s failure to comply with conservation or environmental obligations, the Custodian shall bear all costs of retrieval and any related conservation expenses.Section 8.07 Failure to Return
If the Steward fails to comply with a Recall Notice within the applicable notice period, the Trust may enter the Approved Location at a mutually agreed time to retrieve the Artwork, seek immediate injunctive relief, and recover costs and attorneys’ fees. The Steward shall reasonably cooperate to facilitate retrieval at the Trust’s sole discretion, including for public exhibitions, conservation, scholarly study, insurance, inventory, or other reasons.Article Nine
Termination
Section 9.01 Default
A Party is in default if it materially breaches this Agreement and fails to cure within 10 days after written notice (or immediately if the breach cannot reasonably be cured or poses imminent risk to the Artwork).Section 9.02 Remedies
Upon default by the Steward, the Trust may, in addition to all other remedies at law or in equity: (a) immediately recall the Artwork; (b) obtain injunctive relief; (c) recover costs of repair or conservation, diminution in value, and reasonable attorneys’ fees; and (d) terminate this Agreement.Article Ten
Miscellaneous Provisions
Section 10.01 Modification Permissible for Compliance with Section 501(c)(3)
Notwithstanding any provision of this Agreement to the contrary, all terms and provisions of this Agreement shall be interpreted, applied, and, if necessary, modified to ensure that the Trust qualifies for and maintains its status as an organization described in Section 501(c)(3) of the Internal Revenue Code. The Trust reserves the right to amend or modify this Agreement to the extent reasonably necessary to preserve such status, and any such amendment or modification shall be binding on the Steward upon written notice.Section 10.02 Force Majeure
Neither Party shall be liable for delay or failure to perform (other than payment or the Steward’s obligations to safeguard and return the Artwork) due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, labor disputes, government actions, or utility failures, provided that the affected Party uses commercially reasonable efforts to mitigate and resumes performance as soon as practicable.Section 10.03 Governing Law and Venue
This Agreement is governed by the laws of the State of Maryland, without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maryland for any dispute arising out of this Agreement, and waive any objection based on forum non conveniens.Section 10.04 Taxes and Fees
he Steward is responsible for any personal property taxes, use taxes, or fees assessed by local authorities arising from the Artwork’s presence at the Approved Location, except taxes based on the Trust’s income.Section 10.05 Equitable Relief
The Steward acknowledges that monetary damages may be inadequate to protect the Artwork and agrees that the Trust is entitled to specific performance and injunctive relief without posting bond. Severability If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.Section 10.06 Entire Agreement and Amendments
This Agreement (including exhibits) constitutes the entire agreement between the Parties regarding the Artwork and supersedes all prior or contemporaneous understandings. Amendments must be in a writing signed by both Parties.Section 10.07 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts and by electronic or digital signatures, each of which shall be deemed an original and all of which together constitute one instrument.Article Eleven
Definitions
Section 11.01 Artwork
“Artwork” means the work identified and described in Exhibit A, including any frame, mount, base, crate, packing, labels, and documentation provided by the Trust.Section 11.02 Program
“Program” means the Trust’s stewardship program described in this Agreement and applicable policies or guidelines provided by the Trust from time to time.Section 11.03 Stewardship Term
“Stewardship Term” means the period commencing on delivery of the Artwork to the Steward and continuing until termination under this Agreement.Section 11.04 Approved Location
Approved Location” means the location(s) identified in Exhibit B for display and storage of the Artwork, as may be updated with the Trust’s prior written consent.Section 11.05 Condition Report
“Condition Report” means a written report documenting the physical condition of the Artwork at a specific point in time including photographs and all required acknowledgments.Section 11.06 Recall Process
“Recall Process” means the procedures set forth in Article Eight by which the Trust may require the return, retrieval, relocation, or transfer of custody of the Artwork,Section 11.11 Fine Art Handler
“Fine Art Handler” means an individual or entity with demonstrable experience in the packing, transport, installation, and handling of museum-quality artwork.Section 11.12 Material Breach
“Material Breach” means any violation of this Agreement that materially increases risk to the Artwork, undermines the Trust’s charitable mission, or impairs the Trust’s rights, including but not limited to violations of preservation, security, recall, or prohibited-use provisions. By signing below, the Parties agree to be bound by this Agreement as of the Effective Date.Trust:
Name: ______________________________
Title: ______________________________
Signature: __________________________
Date: ______________________________
Steward:
Name: ______________________________
Signature: __________________________
Date: ______________________________
EXHIBIT A (The Artwork)
Artist: Raphael Sassi
Title: ______________________________
Date: ______________________________
Medium: ______________________________
Dimensions: ______________________________
Unique identifiers (e.g., inventory or accession number): ______________________________
Frame/Mount/Accessories included: ______________________________
Provenance and notes (if any):
CERTIFICATE OF AUTHENTICATION PROVIDED BY THE ESTATE OF RAPHAEL SASSI