- (i) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;
- (ii) perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order. The Photographer may delegate incidental responsibilities to the Photographer's staff, but primary responsibility for fulfilling the Services remains with the Photographer;
- (iii) provide at least individuals to take pictures at the Event, including the Photographer;
- (iv)(iii) take photographs at the Event for hours;
- (v)(iv) provide all equipment and supplies required to perform the Services; and
- (vi)(v) consult with the Hiring Party about specific photographs or individuals to be photographed at the Event;
- (i) make timely payments of amounts earned by the Photographer under this agreement;
- (ii) obtain permits and necessary permission for all locations at which the Photographer will be providing Services; and
- (iii) provide a meal for the Photographer (and any of its assistants) at the Event; and
- (iv)(iii) provide relevant information to assist the Photographer with the performance of the Services . , including providing a shot list at least 5 days before the Event.
2. COMPENSATION.
- (a)Fee. As full compensation for the Services, the Hiring Party shall pay the Photographer the sum of $ (the "Fee"), to be paid as follows:
- (i) $ when this agreement is signed (the "Deposit"); and
- (ii) The balance days before the Event.
- (i) if prohibited under applicable government law, regulation, or policy; or
- (ii) if the Photographer did not directly perform or complete the Services.
3. EVENT.
- (a)Schedule. The Hiring Party shall confirm the schedule of activities at the Event at least one week before the Event.
- (b)ShotList. Any shot lists provided to the Photographer will be used for organizational purposes only, and in no way constitute a guarantee that those shots will be taken or completed.
- (c)(b)VenueandLocationLimitations. The Photographer is limited by the rules and guidelines of the location and site management at the Event. Negotiation with the officials for moderation of any guidelines is the Hiring Party's responsibility; the Photographer may offer technical recommendations but is not responsible for negotiation.
- (d)(c)LimitationofLiability. The Photographer will endeavor to produce and deliver Photographs of the Event, but is not responsible for requested photos not taken or missed, lack of coverage resulting from weather conditions, behavior of subjects, lack of available light, location restrictions, other cameras or flashes, or other conditions beyond the control of the Photographer.
4. DELIVERY SCHEDULE. The Photographer shall deliver the Photographs as follows:
- (a) High-resolution jpeg files Proof sheets Prints/slides Albums no later than ; .
- (b) High-resolution jpeg files Proof sheets Prints/slides Albums no later than ; .
- (c) High-resolution jpeg files Proof sheets Prints/slides Albums no later than ; .
- (d) High-resolution jpeg files Proof sheets Prints/slides Albums no later than ; .
- (e) High-resolution jpeg files Proof sheets Prints/slides Albums no later than .
5. MATERIAL EVENT CHANGES.
The Hiring Party acknowledges that any change to the time, date, or location of the Event (each a "Material Event Change") made after the effective date of this agreement may (a) cause the Photographer to become unable or unavailable to provide the Services, (b) impact the quality of the Services, or (c) result in a need for the provision of services in addition to the Services. The Photographer shall make reasonable efforts to accommodate a Material Event Change. If the Photographer cannot accommodate a Material Event Change, the Photographer may, at its sole option, terminate this agreement on provision of written notice to the Hiring Party. If the Photographer can accommodate a Material Event Change, but only by providing services in addition to the Services, these additional services and any associated costs will be determined and agreed to by the parties at the time of that Material Event Change.
6. ADDITIONAL SERVICES.
If the Hiring Party asks to supplement the Services with the purchase of additional services offered by the Photographer, and the Photographer agrees and can fulfill that request, the Photographer will bill those additional services to the Hiring Party at then agreed-on rates.
7. EXCLUSIVITY.
The Photographer will be the only professional photography service provider retained by the Hiring Party at the Event. Guests of the Hiring Party may take informal photographs during the Event for noncommercial purposes, provided those individuals do not interfere with the Photographer's duties. If in the Photographer's opinion, those individuals are interfering with the Photographer's provision of its Services, the Hiring Party shall require those individuals interfering with the Photographer to stop all further shots. The Hiring Party may use a videographer at the Event, which will not violate this agreement.
8. 7. PHOTOGRAPHER'S RIGHTS.
- (a)OwnershipRights. The Photographer will be the sole and exclusive owner of the Photographs and all rights with respect to those Photographs (collectively, "Rights"), including all rights in and to the Photographs created by the Photographer, in all media and all forms of exploitation whether now known or hereafter devised, including all allied and subsidiary rights, such as merchandising rights, noninteractive and interactive electronic publication rights, multimedia rights, publication rights including for publicity and advertising purposes.
- (b)CreativeRights. The Photographer may edit the Photographs in its discretion, and may not offer all images shot to the Hiring Party. The Photographer reserves the right to edit and release only those Photographs deemed creditable as professional in quality and within the Photographer's artistic standards.
- (c)License. The Photographer grants the Hiring Party a nonexclusive, nontransferable license to use the Photographs for unlimited personal use only.
9. PROMOTIONAL RIGHTS. 8. PROMOTIONAL RIGHTS.
The Hiring Party hereby grants the Photographer the limited perpetual right to use, publish, and exhibit, on the internet and in other publications, any digital images or photographs of the Hiring Party taken at the Event and details of the Event, solely to promote the Photographer's business.
10. 9. 9. 8. TERM AND TERMINATION.
- (a)Term. This agreement will become effective as described in section 23. Unless it is terminated earlier in accordance with subsection (b), this agreement will continue until the Services have been satisfactorily completed and the Photographer has been paid in full for those Services (the "Term").
- (b) Termination. This agreement may be terminated:
- (i) by either party on provision of 30 days' written notice to the other party, with or without cause;
- (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 7 days of receipt of written notice of the breach;
- (iii) by the Hiring Party at any time and without prior notice, if the Photographer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Hiring Party, or is guilty of serious misconduct in connection with performance under this agreement;
- (iv) by the Photographer, immediately on written notice, if the Photographer cannot accommodate a Material Event Change (as defined in section 5 above);
- (v) by the Photographer, on provision of 5 days' written notice to the Hiring Party, if the Hiring Party does not pay the Deposit . ; or
- (vi) automatically, on the death of the Photographer.
- (i) After the termination of this agreement for any reason, the Hiring Party shall promptly pay the Photographer for Services rendered before the effective date of the termination. However, the Hiring Party will not pay the Photographer if (A) prohibited under applicable government law, regulation, or policy, or (B) if the Photographer is guilty of serious misconduct in connection with performance under this agreement.
- (ii) Except as otherwise provided, following the termination of this agreement, the Photographer shall promptly refund to the Hiring Party any payments, excluding the Deposit, already made by the Hiring Party for any Services that have not been rendered before the effective date of the termination.
- (iii) If the Hiring Party terminates the agreement under subsection 10(b)(i) fewer than 7 days before the Event, except if the Hiring Party cancels the Event or the delay or failure to perform results from a Force Majeure Event (as defined in section 13 below), the Hiring Party will forfeit any payments, including the Deposit, already made to the Photographer and shall immediately pay any remaining balance of the Fee to the Photographer.
- (iv) If this agreement is terminated pursuant to subsection 10(b)(iv), the Photographer will be released from its obligations and liabilities under this agreement.
11. 10. 10. 9. NATURE OF RELATIONSHIP.
The relationship of the parties under the agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of that authority.
12. 11. 11. 10. INDEMNIFICATION.
- (a)OfHiringPartybyPhotographer. At all times after the effective date of this agreement, the Photographer shall indemnify the Hiring Party against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
- (i) the Photographer's negligence or willful misconduct arising from the Photographer's carrying out of its obligations under this agreement; or
- (ii) the Photographer's breach of any of its obligations or representations under this agreement.
13. 12. 12. 11. FORCE MAJEURE.
A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
- (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
- (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
14. 13. 13. 12. CHOICE OF LAW; ATTORNEYS' FEES.
- (a)ChoiceofLaw. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
- (b)ChoiceofForum. Both parties consent to the personal jurisdiction of the state and federal courts in , .
15. 14. 14. 13. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by both parties.
16. 15. 15. 14. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the Hiring Party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made, or if both are made, in violation of this section, it is void and they are void.
17. 16. 16. 15. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a)Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b)ElectronicSignatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
18. 17. 17. 16. SEVERABILITY.
If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
19. 18. 18. 17. NOTICES.
- (a)Writing;PermittedDeliveryMethods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Photographer:
- ,
- If to the Hiring Party:
- ,
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
20. 19. 19. 18. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
21. 20. 20. 19. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
22. 21. 21. 20. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
23. 22. 22. 21. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
24. 23. 23. 22. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
Date: _____________________________ By: _________________________________________________________ Name: Title: Date: _____________________________ By: _________________________________________________________ Name: Title: 