Elite 20

1. Appointment of sales agent

The Principal, hereby appoints the Agent as its exclusive sales agent to promote sales of the Artwork on

behalf of the Principal, and the Agent hereby accepts such appointment on the terms and conditions set

forth in this Agreement (the “Services”).

2. The Artwork

The Artwork shall be any paintings, drawings, photographs, sculptures or other works of art owned by the

Principal and for which the Parties agree that the Agent shall provide the Services described in Section 4

below, from time to time, including without limitation, those Artworks listed in Annex A hereto (the

“Artwork”).

3. Principal’s warranty and liability

To give effect to the provisions of this Agreement, the Principal hereby represents and warrants that he is

the sole owner and legal titleholder of the Artwork. The Principal further represents and warrants that he

possesses unencumbered title to the Artwork and all intellectual property rights therein, including without

limitation, copyright, trademark, trade secrets, service mark, patent and design rights, and has the full right,

power and authority to make and enter into this Agreement and is not subject to any obligation, agreement,

restriction or prohibition which interferes with the Principal’s ability to enter into and fulfil the terms of this

Agreement.

The Principal, further represents and warrants the authenticity of the Artwork and as such shall, upon the

signature of this Agreement, provide the Agent with a certificate of authenticity that conforms with industry

practices.

BETWEEN: Newport brushstrokes fine art Inc., having a place of business at 4020 Saint-

Ambroise Street suite 100, Montreal, Quebec, H4C 2C7;

The Agent and the Principal are, together, referred to as the “Parties”

WHEREAS the Principal desires to appoint the Agent as its exclusive sales agent to promote the sale of certain

artwork owned by the Principal;

WHEREAS, the Agent desires to accept such appointment upon the terms and conditions set forth in this Agreement;

NOW, WHEREFORE, the Parties agree as follows:

The Principal, alone shall be liable to warrant the quality of the Artwork to any purchasers of the Artwork.

The Principal, further represents and warrants that the Agent is and shall be the sole and exclusive sales

agent for the Artwork during the term of this Agreement.

4. Agent’s Services

The Agent hereby undertakes to provide the Principal with the following services (the “Services”):

a) To promote sales of the Artwork on behalf of the Principal, by displaying the Artwork using any means,

methods and platforms which the Agent, in its sole discretion, deems appropriate;

b) To assist potential purchasers of the Product in completing the order form, if necessary;

c) To promptly submit to the Principal, for the Principal’s attention and handling, all order forms received

by the Agent from potential purchasers.

5. Loss or damage

The Principal shall be strictly liable for loss or damage to the Artwork from the date of this

Agreement to the taking of possession of the Artwork by any purchaser of the Artwork. In the

event of loss or damage to the Artwork during such time that cannot be restored, the Agent

shall be entitled to any amounts owed by the Principal to the Agent pursuant to Annex B i n

addition to damages and legal fees.

For greater certainty and without limiting the generality of the foregoing, the Principal alone

shall be responsible for any storage, packing and shipping of the Artwork.

6. Termination

The Agent shall be entitled to terminate the Agreement immediately in its entire discretion in the following

circumstances:

a) In the event that the Agent has reason to believe that the representations and warranties made by the

Principal under Section 3 of this Agreement are untrue.

b) In the event that the Principal fails to make payment pursuant the terms set forth in Annex B to this

Agreement.

c) In the event that the Agent is no longer able to use any third-party platform or display the Artwork on

any third-party platform used by the Agent to promote or market the Artwork.

d) In the event that the Artwork is lost or damaged pursuant to the terms of Section 7 of this Agreement.

In the event that this Agreement is terminated, the provisions of Annex B shall remain in force with regards

to all order forms completed by any potential purchaser prior to such termination.

Upon termination of this Agreement, the Agent shall not be liable to the Principal for compensation,

reimbursement, or damages on account of the loss of prospective profits, loss of opportunity or any other

cause.

7. Third-Party Terms and Conditions

The Parties acknowledge that this Agreement shall be subject to the terms and conditions and other policies

of any third-party platform used to promote, market, display or sell the Artwork.

8. Choice of Law and Jurisdiction

This Agreement is governed by and is to be construed and interpreted in accordance with, the laws of the

province of Quebec and the laws of Canada applicable therein. Any dispute arising in the interpretation and

application of this Agreement shall fall within the exclusive jurisdiction of the courts of Montreal, Quebec.

9. Entire Agreement

This Agreement represents the entire agreement between the Parties on the subject matter thereof and the

provisions of this Agreement shall supersede all prior oral and written commitments, contracts and

understandings with respect to the subject matter of this Agreement. This Agreement may only be amended

or modified in a writing signed by both Parties.