Fill and Sign the Contract with Book Form

Contract with Independent Contractor to Photograph Works of Art for Book Agreement made on the _________________ (date) , between ____________________ (Name of Photographer) a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, county, state, zip code) , referred to herein as Buyer , and _________________________ (Name of Publisher) , a corporation organized and existing under the laws of the state of _______________, with its principal office located at ________________________________________________________ ____________________ (street address, city, county, state, zip code) , referred to herein as Publisher . 1. Services to be Performed Publisher hires Photographer , and Photographer agrees to be hired, on the terms and conditions of this Agreement, to deliver up to _______ (number) photographs in either black or white or color, as shall be determined by Publisher, hereinafter called Photographs, of paintings in the possession of and owned by ______________________ (Name of Owner) , to be included in the book tentatively entitled _____________________________________________ (Title of Book) , hereinafter called the Work. 2. Delivery of Photographs Photographer shall deliver to Publisher a complete and final version of the Photographs in content and form satisfactory to Publisher on or before (date) ; however, Photographer agrees to supply Publisher with sample photographs at least (number) weeks prior to that date. Photographer shall make any additions to, deletions from, alterations of, or revisions in the Photographs which Publisher in its sole judgment determines are necessary to render the Photographs satisfactory. Nothing in the foregoing shall be deemed to obligate Publisher to afford Photographer the opportunity to revise the Photographs where Publisher determines the Photographs to be unsatisfactory. 3. Compensation In full consideration for all services rendered by Photographer and for all rights granted or relinquished by Photographer under this Agreement, Publisher shall pay Photographer $____________ per Photograph accepted, up to a total of $______________, payable on delivery and acceptance by Publisher of the complete and satisfactory photographs. 4. Ownership of Photographs Publisher shall own all right, title, and interest in and to the Photographs, the Work , and all additions to, deletions from, alterations of, or revisions in the Photographs and the Work , and all drafts, notes, concepts, ideas, suggestions, and approaches related to or contained in the foregoing, or other materials developed or furnished by Photographer , and each element and part of it (collectively referred to in this Agreement as the Properties ). Without limiting the foregoing, Photographer acknowledges that Photographer 's Work and services under this Agreement and all results and proceeds of such Work and services, including, but not limited to, the Properties , are Work s done under Publisher 's direction and control and have been specially ordered or commissioned by Publisher for use as a contribution to a Work to be published by it, and that all such service, results, and proceeds shall be considered a work made for hire. As between Photographer and Publisher , Publisher shall be considered the author of the Properties for purposes of copyright and shall own all the rights in and to the copyright of the Properties ; and Publisher shall have the right to register the copyright in its name or the name of its nominee. To the extent such rights do not vest in Publisher as a work made for hire , Photographer further grants, assigns, and transfers to Publisher all of Photographer 's right, title, and interest in and to the Properties and all materials contained in or prepared for the Properties and the results and proceeds of the foregoing. Publisher shall have the sole and exclusive right throughout the world in all languages and in perpetuity to use and exploit all of any part of the Properties and all or any part of any material contained in or prepared for the Properties , whether or not used, in any format or version, by any means and in any media, whether now known or later developed. Without limiting the foregoing, Photographer waives any and all claims that Photographer may now or later have in any jurisdiction to so-called moral rights with respect to the results and proceeds of Photographer 's Work and services under this Agreement. Photographer shall execute such further instruments as Publisher may request to establish, maintain, or protect its rights in and ownership of the Properties . 5. Independent Contractor Photographer is an independent contractor and is not an employee, servant, partner or joint venturer of Publisher . Publisher shall determine the services to be provided by Photographer , but Photographer shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Publisher is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Photographer is not entitled to receive the benefits which employees of Publisher are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Publisher . 6. No Agency Photographer is not Publisher 's agent or representative and has no authority to bind or commit Publisher to any Agreements or other obligations. 7. Termination A. Publisher may terminate this Agreement if Photographer fails to deliver the Photographs by the time specified in Section 2 (except where the delay is caused by circumstances beyond Photographer 's control and Photographer has promptly notified Publisher of the delaying circumstances), or if Publisher determines, in its judgment, that the Photographs are not satisfactory. If Publisher terminates this Agreement because of Photographer 's failure to deliver the Photographs on time, Photographer shall immediately repay to Publisher all sums paid Photographer under this Agreement. If Publisher terminates this Agreement because it determines that the Photographs are unsatisfactory, Photographer shall retain ______% all sums paid Photographer as full satisfaction and discharge of all of Publisher 's obligations and liabilities under this Agreement. B. Notwithstanding the termination of this Agreement under Paragraph A of this Section, or for any other reason, Publisher shall have the right, without further obligation to Photographer , to use the Properties in any manner it deems appropriate, including, but not limited to, editing, altering, and revising the Properties , except that if Publisher subsequently uses the Photographs in substantially the form submitted by Photographer , Publisher shall pay Photographer the amount which would otherwise have been due Photographer on acceptance of the Photographs under Section 3 . 8. Representations and Warranties Photographer represents and warrants to Publisher that Photographer has full power and authority to make this Agreement; in performing under this Agreement, Photographer will not violate the terms of any Agreement with any third party; the Photographs, and all elements and parts of the Photographs, as finally determined by Publisher to be satisfactory, will not be in the public domain, will not infringe any statutory or common-law copyright, will not be libelous or obscene, and will not violate any right of privacy or publicity, or otherwise violate any law or any person's personal or property rights. Photographer shall indemnify Publisher and hold it harmless against any liabilities, losses, damages, costs, or expenses, including attorney's fees, arising from any claim, action, or proceeding based on or in any way related to any breach or alleged breach of the foregoing warranties and representations. These warranties and representations shall survive termination of this Agreement for any reason. 9. Breach; Remedies Photographer's remedy, if any, for any breach of this Agreement by Publisher shall be solely in money damages and Photographer shall look solely to Publisher for the recovery of such damages. Photographer waives and relinquishes any right Photographer might otherwise have: (a) to obtain injunctive or equitable relief for any reason; and (b) to proceed against any third party with respect to any dispute arising under this Agreement. 10. 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. 11. 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. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 13. 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. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. ___________________________ (Name of Publisher) ________________________ By:_________________________ (P rinted name) ___________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Photographer) ___________________________ (Signature of Officer)