PETER R. PEIRCE PHOTOGRAPHY AGREEMENT
This Agreement (“Agreement” is between XXXXXX and Peter Peirce (“Photographer”), residing in Salisbury, CT, and applies to all photographs produced on assignment at ASSIGNMENT DETAILS.
WHEREAS, XXXXXX has engaged Photographer for the purpose of creating certain photographs (collectively, the “Photographs”), and obtaining rights from Photographer in such Photographs;
WHEREAS XXXXXX and Photographer are prepared to enter this Agreement upon and subject to the terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, it is agreed as follows:
Engagement:
XXXXXX hereby engages Photographer, and Photographer agrees to be engaged, in accordance with the terms and conditions of this Agreement
License:
Photographer hereby grants to (a) XXXXXX (b) XXXXXX affiliates, (c) third party marketing/public relations agencies engaged by XXXXXX (d) the press, newscasters, reporters and journalists (provided that with respect to the Press, such Use is in connection with XXXXXX Business) and XXXXXX accepts, the worldwide right and license to:
(i) reproduce, use, display, advertise, promote, publish, distribute, disseminate, and/or create derivative versions and/or adaptations of, and/or physically or digitally alter, change, modify, crop, add content to and/or remove content from the Photographs in any manner in its sole discretion it deems appropriate, throughout the world, an unlimited number of times, in any and all media whether now known or hereinafter existing, for an unlimited duration, including for the life of the copyrights in the Photographs, and any renewals and/or extensions of the copyrights therein and for any period thereafter, in connection with XXXXXX business, XXXXXX goods and services, and all related businesses and/or goods and/or services (hereinafter “Use”)
enforce its rights in any manner it deems appropriate against any other party or parties that infringe(s), challenge(s), object(s) to or otherwise interfere(s) with XXXXXX rights under this Agreement, including, but not limited to, the right to assert any and all claims and causes of action arising out of the unauthorized use by a third party of the Photographs.
Photographer’s Representations and Warranties:
Photographer represents and warrants to XXXXXX that:
Photographer has full power and authority to enter into this Agreement and to grant to XXXXXX the rights described, and has the skills/expertise to perform [his/her/its] obligations hereunder;
The Photographs will be original and will be personally shot by Photographer and have not been copied from any previous work(s);
The granting of rights identified herein to XXXXXX will not result in the invalidity of any copyrights in or to the Photographs;
There are no liens, encumbrances, claims or debts of any nature on or in connection with the Photographs. No other person or entity has any rights, liens, claims, encumbrances or debts of any nature on or in connection with the Photographs and Photographer has not previously assigned, licensed, pledged or encumbered any rights in the Photographs;
All employees, independent contractors, consultants and/or other persons or entities, if any, who have been responsible for, or participated in the creation and/or authorship of the Photographs, did so as works made for hire, as defined in the U.S. Copyright Act of 1976 (17, U.S.C. §106A), as amended and/or as works made in the course of employment, as defined in the Canadian Copyright Act (R.S. 1985, c-42), as amended, and/or under any foreign law that vests ownership of copyright in a hiring or commissioning party, and/or assigned to Photographer any and all rights, including any and all copyright rights, they could possibly claim with respect to their contribution(s) to the Photographs, and have signed work for hire/assignment agreements with Photographer with respect to such contributions, which include an irrevocable waiver of all moral rights in and to the Photographs and are capable of subsequent assignment by Photographer to XXXXXX
Photographer is rendering services hereunder as an independent contractor, and XXXXXX shall not be responsible for withholding, deducting or remitting to any party or entity any income tax, or other amounts required or permitted to be deducted from the compensation of an employee in connection with the services of Photographer hereunder; and
Photographer expressly acknowledges and agrees that the Photographs, this Agreement, and the services provided by Photographer hereunder are not subject to any union or collective bargaining agreement, and will not become so subject.
The foregoing warranties and representations shall survive if this Agreement is terminated for any reason.
Indemnification:
XXXXXX shall indemnify the photographer and (his) successors, assigns, licensees, sub-licensees, officers, directors, employees and agents of Peter R. Peirce, Inc. (hereinafter “Photographer” and hold them harmless against any and all claims, liabilities, losses, damages, costs and/or expenses, including, but not limited to attorneys’ fees and other costs, arising out of, relating to, concerning or, resulting from any claim, counterclaim, defense, action or asserting, based upon, arising out of, or in any way related to or concerning a breach or alleged breach by Photographer of this Agreement and/or any obligation, representation, warranty or covenant and/or term contained herein. XXXXXX hereby warrants that it has obtained all releases, clearances, consents and approvals and made any payments necessary (if any) for Photographer to be able to perform under this Agreement. XXXXXX will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of any use of any photographs furnished by the Photographer, or for any photographs that are altered by Client. Photographer’s liability for all claims shall not, in any event, exceed the fee of one dollar.
XXXXXX is responsible for sending an authorized representative to the location where the Photographs are being made. If no representative is present, XXXXXX must accept The Photographer’s judgment as to the creation of the Photographs.
Photographer’s Rights and Obligations:
Photographer retains the copyright and all third party rights. Photographer retains the right to use the photographs for self-promotion, print portfolio, web site portfolio, display or other promotional purposes in any and all media. Photographer agrees to consult XXXXXX on any third party usage.
Photographer agrees to provide XXXXXX with any and all documents, evidence, things and/or materials necessary to effectuate the terms of this Agreement. Photographer shall provide such documents, evidence, things and/or materials to XXXXXX promptly upon written request from XXXXXX
Fees/Expenses:
In full consideration for the rights licensed by Photographer to XXXXXX pursuant to this Agreement, Photographer acknowledges and agrees that it shall be paid by XXXXXX a “License Fee” as well as all expenses related to producing the photographs, including but not limited to travel expenses, accommodations, meals, gratuities, post-production, and retouching costs. No rights are granted prior to full payment.
The Invoice may reflect, and Client is bound by, oral authorizations for fees and/or expenses that could not be confirmed in writing due to immediate proximity of the creating the Photographs for the commission.
Photographer and XXXXXX agree 100% of the invoice will be paid within two weeks of delivery of the Photographs. Photographer shall not be entitled to any other consideration of any kind.
Credit:
XXXXXX and its Representatives shall have the right but no obligation to publicly disclose the Photographer’s name and/or to use a photo credit line, likenesses of Photographer, and/or biographical material relating to Photographer on reproductions of the Photographs and/or any other materials.
Use of Photographs: XXXXXX and/or its Representatives shall have no obligation to use the Photographs or any other Materials provided to XXXXXX by Photographer.
Status: Nothing in this Agreement shall constitute or be construed to be or create a partnership, joint venture or joint employer relationship between Photographer and XXXXXX, or authorize or permit Photographer or any person(s) acting on his/her/its behalf to incur on behalf of XXXXXX any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating XXXXXX in any manner in favor of any person, and the relationship of Photographer to XXXXXX shall be that of an independent contractor acting on Photographer’s own behalf.
Termination:
Some things are unavoidable: If The Photographer cannot perform this Agreement in whole or in part due to a fire or other casualty, acts of God or nature or terror, or other cause beyond the control of the parties or due to Photographer's illness or injury, then The Photographer will return all advance fees, if any, fees to XXXXXX but shall have no further liability with respect to this Agreement. This limitation on liability shall also apply in the event that photographic materials are damaged in transit, lost through camera or computer malfunction, or otherwise lost or damaged without fault on the part of The Photographer.
Cancellation by XXXXXX: XXXXXX will pay 50% of Photographer's fee if notice of cancellation is given less than two business days before the shoot date. Weather delay: XXXXXX will be charged 100% fee if postponement is due to weather conditions on location and 50% fee if postponement occurs less than two days before departure to location. Charges and expenses: XXXXXX will pay for all charges and expenses incurred as a result of cancellation, postponement, or weather delay.
On no account may Photographer terminate the license of rights to XXXXXX with respect to Photographs, which have been taken and/or delivered, to XXXXXX and/or for which XXXXXX has paid Photographer.
Remedies: Photographer’s remedy, if any, for any breach of this Agreement by XXXXXX shall be solely in money damages and Photographer shall look solely to XXXXXX for recovery of such damages. Photographer waives and relinquishes any right Photographer might otherwise have (i) to obtain injunctive or equitable relief for any reason, or (ii) to proceed against the Representatives or any other third party with respect to any dispute arising under this Agreement.
Notices:
Notices and, as applicable, payments, shall be sent to the following addresses:
| For | XXXXXX:For Photographer: Peter R. Peirce, Inc. 328 Between The Lakes Road Salisbury, CT 06068-1308 |
Binding on Successors:
The rights and obligations of the parties to this agreement will be binding on, and will be of benefit to, each of the parties’ successors, assigns, heirs and estates.
Merger Clause:
This Agreement sets forth the entire agreement between XXXXXX and Photographer and supersedes any prior agreements or understandings, whether oral, written or implied, with respect to the subject matter hereof.
Choice of Law/Governing Law/Jurisdiction:
This Agreement shall be governed by and construed under the laws of the State of Connecticut, without regard to choice of law rules or principles. The parties agree that any suit arising out of or relating to this Agreement must be brought and tried only in the United States District Court of Connecticut or, if subject matter jurisdiction is lacking in such federal court, then in a New York State court with subject matter jurisdiction sitting in Manhattan, and each party to this Agreement consents to personal jurisdiction and venue in the aforementioned courts in connection with any such suit.
No Oral Modification:
This Agreement may only be modified in writing and the writing must be signed by XXXXXX and Photographer.
Fairly Negotiated:
Each party has received, or had the opportunity to receive, independent legal advice from its attorney, with respect to the terms hereof. No rule of interpretation or construction that would result in any interpretation or construction in favor, or to the detriment of, one party over the other party shall apply.
For photo shoot at LOCATION on DATE
ASSIGNMENT DETAILS
IN WITNESS WHEREOF the parties have duly executed this Agreement the day and year first above written.
| XXXXXX | PHOTOGRAPHER: By: ________________________ Name: ______________________ Title: _______________________ |