Contract Between Talent Agency and Photographer Regarding Stock Photographs

Contract between Talent Agency and Photographer with Regard to Stock Photographs

Agreement made on the (date), between (Name of Agency) of referred to herein as Agency, and (Name of Photographer), a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Photographer.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term: The term of this Agreement shall be for a period of one (1) year, and shall be automatically renewed for an additional one year period each year thereafter unless terminated in writing a minimum of 30 days prior to the anniversary date, by either the Agency or the Photographer.

2. Participation: The Photographer has been informed and understands that his continued participation is essential to success in stock photography. Therefore the Photographer agrees to submit new images for edit on a regular basis. If in the opinion of the Agency's key personnel, the Photographer is not participating sufficiently to make the relationship between the Agency and the Photographer profitable, the Agency shall have the option of immediately terminating this contract by giving the Photographer thirty (30) days written notice. The Agency will at that time return the Photographer's images under the terms of this Agreement.

3. Grant of Authority: The Photographer hereby warrants and represents that he is the sole and exclusive owner of all transparencies, negatives, prints, electronic storage media, text information, and any other photographic materials delivered to the Agency, both now and in the future. The Photographer warrants and represents that he has the unrestricted right to license the said Images. The Agency is appointed sales agent only, and in no way may claim ownership or any interest in the Photographer's Images. In the event of bankruptcy, judgment against, or any other liabilities incurred by the Agency, the Images owned by the Photographer shall not be represented as an asset of the Agency or offered as any type of security on behalf of the Agency.

4. Use Negotiations: Any and all use negotiations relating to existing photography, as covered by this Agreement, shall be at the Agency's sole discretion without need for prior consultation with Photographer, with the exception of all rights sales. Any sale of future rights, such as copyrights, shall require approval of both the Photographer and the Agency. Where appropriate, the Agency shall have sole right to determine lease fees.

5. Copyright: The Agency shall not acquire any rights, title, or interest in or to said Images, or their use, other than as specifically set forth in this Agreement. The Photographer agrees to place a valid copyright notice and his name upon all materials submitted to the Agency. The Agency has the permission of the Photographer to take such steps as may be reasonably necessary to prosecute unauthorized use and assure the users properly protect the Photographer's copyright upon publication. The Photographer agrees to provide whatever reasonable assistance the Agency may require in performing these steps. The Agency shall not be liable for unauthorized use for Images that did not carry proper copyright protection when delivered to the Agency.

6. Responsibility for Information: The Photographer agrees to assume all responsibility for any and all claims resulting from information supplied to the Agency that the Photographer knew or had reason to know was erroneous and inaccurate regarding its ownership, caption information, and model releases for all Images left with the Agency. The Photographer warrants that he has a signed model release for all people appearing in the Images submitted to the Agency where the Photographer has placed the letters "MR" or the letter "R" on the transparency mount, cover or print. It is understood that NO model release exists where the Photographer has placed the letters "NR" on the transparency mount, cover, or print. The Photographer agrees to deliver to the Agency copies of all model releases that are specifically requested by the Agency. The Photographer warrants that the Images delivered to the Agency do not knowingly infringe any copyright, trademark, right of privacy, or publicity, and do not knowingly defame any third party.

7. Photographs to Remain in Agency Files: The Photographer agrees that transparencies or prints submitted to the Agency shall remain with the Agency for the duration of this Agreement. If the Agreement between the Agency and the Photographer is terminated after that period, the Agency shall return all available Images within 90 days. Any Images in circulation at the time of contract termination will be returned to the Photographer as expeditiously as possible. The Agency may continue to sell rights to these Images until returned to the Photographer. The Agency agrees that if the Photographer requires a more speedy retrieval it will assign special personnel to complete the job, with the expense for the same being borne by the Photographer. The Photographer understands that the Agency process of selection, organization, labeling and filing of the Photographer’s Images is an expensive process for the Agency. Therefore, if the Photographer requests termination of the Agreement before the third anniversary date of the contract, the Photographer agrees to pay the Agency a termination fee equal to one U.S. Dollar ($1.00) per Image returned to the Photographer.

8. Advertising and Promotion: The Photographer understands that advertising and promotion are essential to the success of the Agency, and that due to the high cost of advertising, the Agency cannot carry the entire financial burden of advertising by itself. From time to time, upon request by the Agency, Photographer agrees to contribute to the Agency's advertising budget. The Photographer authorizes use of his or her photographs in the Agency advertising and promotion at the Agency's discretion and without compensation to the Photographer. From time to time, the Agency may authorize use of the Photographer's Images without compensation if in the Agency's opinion the use is appropriate and beneficial.

9. Contractual Arrangement:

A. Agency is authorized as the Photographer's agent and representative with the limitations as listed below (initial each as applicable).

Agency Exclusive

Non-Exclusive, U.S. rights only

Non-Exclusive, U.S. & foreign rights

Non-Exclusive, U.S. rights, including U.S. sub-agents

Non-Exclusive, U.S. & foreign rights, including U.S. & foreign sub-agents

B. Agency shall inform the Photographer as to the name and address of all licensed sub-agents. Agency shall keep accurate records of all transfers of Images (originals or duplicates) to sub-agents. Agency agrees that sub-agents will be informed that each image's usage is to be sold on a "non-exclusive" basis, and that any sale other than a "one-time" use must receive the approval of the Agency.

C. For the term of this Agreement the Photographer agrees to refrain from actively soliciting the sale of his or her Images to clients to which the Agency has introduced, sold, or leased the Photographer's Images. In the event of such sales by the Photographer, he or she shall pay to the Agency fifty percent (50%) of total amount received for the sale. Certain accounts with which Photographer already regularly conducts business may be exempt from this clause. Initial here, if such exemption is desired and attach a list of those clients. This solicitation prohibition applies to stock photo sales only, and does not pertain to solicitation of photographic assignment work.

D. Agency shall receive as its compensation a commission equal to fifty percent (50%) of the total fees billed and collected by the Agency, the balance being due to the Photographer. Compensation to Photographer from all sub-agent sales shall be fifty percent (50%) of net sale returned to Agency, which shall in no case be less than thirty percent (30%) of the gross amount invoiced by the sub-agent. In the event of cancellation of a sale or return of lost Images by the Agency's client after payment has been made to the Photographer, Photographer authorizes Agency to deduct the amount paid to the Photographer from future sales.

E. Payment shall be made by the Agency to the Photographer no later than ninety (90) days from the date the Agency receives payment from its client. A sales statement listing all collected sales with the appropriate sum will be included with any payments.

F. Agency, as part of its leasing and licensing efforts, will duplicate and place the Photographer's Images with its clients and sub-agents where authorized by the Photographer. The cost of producing such duplicates shall be shared equally. Agency will advance all payments for the duplicates and Photographers share of these costs will be deducted from future earnings. Agency will not deduct more than twenty percent (20%) of the total sum due Photographer for any particular sales statement for duplicating expenses. A record, identifying each duplicate Image made by the Agency, will be given to the Photographer whenever duplication costs are deducted from any earnings.

G. If revenue is earned after the expiration of this Agreement (and its extensions or renewals), but as a result of activity on the Agency's part during the term of this Agreement, its renewals and extensions, the Photographer shall continue to receive his/her share of earnings and the Agency shall be entitled to commissions described above. This shall apply to all materials falling within the scope of this Agreement.

H. Upon normal termination of this Agreement, the Photographer has the option to obtain all duplicates of his/her Images made by the Agency, which shall be given to Photographer at Agency's cost less Photographer's original financial participation. If Photographer does not exercise this option, all duplicates will remain with the Agency and may be made available for sale, license or lease as described in this Agreement. In the event of a sale, license or lease, payment and commissions currently in effect at the time of sale will be made to Photographer.

I. During the term of this Agreement and for one (1) year after its termination, Photographer agrees to refrain from soliciting or selling his or her stock photographs marketed by the Agency directly or through another person or agent, to customers to whom the Photographer has been introduced by the Agency and to whom photographs have been sold by the Agency. In the event of such sales, Photographer agrees to pay the Agency the full percentage of fifty percent (50%) of the amount billed.

J. The Photographer expressly acknowledges that the Agency shall produce and distribute promotional and sales material, which material may include the Photographer's Images. The Photographer further acknowledges that such production and distribution of promotional and sales material represents a substantial investment on the part of the Agency, and accordingly, the Photographer expressly agrees that at the expiration or termination of this Agreement, the Agency shall have the irrevocable right to make reproduction grade duplicates at its own expense of any photographs appearing in its sales promotion sheets, catalogs, or types of electronic storage media and distribute the same for a period of five (5) years following the termination or expiration of this Agreement. In consideration thereof, the Agency shall retain fifty percent (50%) of gross billings actually received in connection with the licensing of the Photographer's Images but shall not be deemed to include: service fees; bad debts and other uncollectible sums actually incurred; and reasonable currency conversion costs.

10. Loss, Damage, and Liability:

A. In the event of loss, damage, destruction, or unauthorized use of any Images by any user, the Photographer hereby grants the Agency full and complete authority to make claims or to institute suit in the Photographer's name. Any recoveries shall be divided equally between the Agency and the Photographer, after deductions, if any, for collection fees, legal fees, or other expenses incurred by the Agency in its efforts to resolve such claims. All settlements shall be made at the Agency's sole discretion and to effectuate this clause, the Photographer hereby grants the Agency power of attorney, which the Photographer acknowledges is coupled with an interest.

11. Agency not Liable for Loss or Damage of Images while in Agency’s Possession:

A. Truly rare and irreplaceable "one of a kind" Images will only be provided to the Agency in the form of appropriately labeled, reproduction quality duplicates. The Photographer hereby releases the Agency from any liability of the Photographer for any loss or damage to the images unless caused by the Agency's gross and willful negligence.

12. Severability
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

13. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices
Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.