Business GIS Photo Release Form

Business GIS Photo Release Form

Parties

Recitals

WHEREAS, Releasor desires to obtain photographic images, georeferenced imagery, and associated metadata for use in mapping, analysis, publication, and internal business operations (collectively, the GIS Photographic Materials); and

WHEREAS, Releasee possesses the skill, equipment, and legal right to capture and licensethe GIS Photographic Materials and is willing to deliver such materials to Releasor under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Releasee shall capture, process, and deliver GIS Photographic Materials consistent with the specifications below. Deliverables shall include original image files, georeferenced image files where applicable, and complete metadata in a machine-readable format.

Grant of Rights and Use

Releasee hereby irrevocably assigns and grants to Releasor a worldwide, perpetual, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, publicly display, and create derivative works from the GIS Photographic Materials and any GIS-derived data produced therefrom for any business, commercial, or promotional purpose. Releasee expressly waives any moral rights to the extent permitted by law.

Notwithstanding the foregoing, Releasee retains the right to use copies of the GIS Photographic Materials for portfolio, promotional, and professional accreditation purposes provided that such use does not disclose Releasor confidential information.

Payment Terms

Releasor shall pay Releasee as compensation for services and deliverables as set forth below.

Term and Termination

This Agreement shall commence on the Start Date and remain in effect until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the Notice Period following receipt of written notice from the non-breaching party.

Confidentiality

Each party shall maintain the confidentiality of non-public information disclosed by the other party in connection with this Agreement. Confidential information does not include information that is publicly known through no fault of the receiving party, independently developed without use of confidential information, or required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Metadata, Attribution, and Delivery

Releasee shall provide complete metadata for each image including capture date and time, coordinate reference system, geolocation (where applicable), sensor/camera information, and processing steps. Releasor may require specific metadata schema and file formats as set forth in the Scope of Work.

Releasor may require attribution in published materials. Unless otherwise agreed in writing, attribution should read: Releasee Name: when feasible.

Warranties, Representations, and Indemnity

Releasee represents and warrants that Releasee owns or has the necessary rights to grant the license herein and that the GIS Photographic Materials do not infringe the intellectual property or publicity rights of third parties. Releasee shall obtain all necessary third-party model and property releases prior to delivery.

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying party's representations, warranties, or obligations under this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special, or punitive damages. The total aggregate liability of either party under this Agreement shall not exceed the total fees paid to Releasee under this Agreement.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state specified by Releasor at the time of execution. The parties agree that venue for any action arising hereunder shall be in the appropriate state or federal court located in that state.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Sign Now