Image Face Replacement Form

IMAGE FACE REPLACEMENT AGREEMENT

Effective Date:

Client Name:    Client Contact:

Service Provider Name:    Provider Contact:

RECITALS

WHEREAS, the Client desires digital face replacement services consisting of substituting, compositing, or otherwise altering facial imagery within one or more specified source images for use in advertising, editorial, corporate, or entertainment materials; and

WHEREAS, the Service Provider has expertise, software, and personnel capable of performing face replacement, image compositing, color matching, and related post-production services in accordance with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

SOURCE/REFERENCE MATERIALS

The Client represents and warrants that the Client either owns or has obtained all necessary rights, consents, model releases, and clearances for the use of the source images and target likenesses. Client confirmation: I confirm I hold such rights.

PAYMENT TERMS

Payments shall be made in accordance with the Payment Schedule. Any undisputed amount not paid within the time specified shall accrue the Late Fee set forth above and interest thereafter at the lesser of 1.5% per month or the maximum lawful rate. The Client is responsible for any collection costs, including reasonable attorneys' fees, for overdue amounts.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the Notice Period following written notice. In the event of termination, the Service Provider shall deliver all work in progress and the Client shall pay for all work performed through the effective date of termination, subject to offset for defective work.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" includes nonpublic technical, business, financial, and creative information, source files, raw imagery, and model releases. Each party will (i) hold such information in strict confidence, (ii) not disclose it except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) use it only to perform obligations under this Agreement. Confidential obligations survive termination for a period of three (3) years, except for trade secrets protected for as long as permitted by law.

INTELLECTUAL PROPERTY AND LICENSE

The Service Provider retains ownership of underlying methodologies, software, algorithms, and raw project files. Upon full payment, the Service Provider grants the Client a non-exclusive, worldwide license to use, reproduce, display, and distribute the final delivered images for the purposes specified in the Scope of Work. Any rights not expressly granted are reserved by the Service Provider.

WARRANTIES; INDEMNIFICATION

The Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The Client shall indemnify, defend, and hold harmless the Service Provider from and against any claims, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising out of the Client's breach of representations, including failure to obtain necessary releases, or the Client's use of the final images beyond the scope of the license granted herein.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The parties agree to attempt good faith negotiation to resolve disputes. If unresolved, disputes will be resolved by binding arbitration or in the courts of the governing jurisdiction as elected by the non-breaching party.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement must be in writing and delivered to the addresses provided by the parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations herein.

Sign Now