Legal Image Contract

LEGAL IMAGE CONTRACT

This Legal Image Contract (the "Agreement") is entered into as of by and between Photographer: with a principal address at , and Client: with a principal address at .

RECITALS

WHEREAS, Photographer has created certain photographic images and related materials described in Schedule A (the "Images") and is the sole owner of all copyrights and moral rights in the Images; and

WHEREAS, Client desires to obtain rights to use the Images for the limited purposes and within the territory set forth in this Agreement, and Photographer is willing to grant such rights on the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights, obligations, and compensation with respect to the Images.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Images" means the photographic images and related digital or physical files described in Schedule A attached hereto and any approved derivatives created pursuant to this Agreement.

"Deliverables" means the final files in the formats to be delivered to Client as described in Section 4.

"Territory" means .

2. GRANT OF RIGHTS

Subject to the terms and conditions of this Agreement and receipt of full payment, Photographer hereby grants to Client a limited, non-transferable license to reproduce, display, and distribute the Deliverables solely for the Permitted Uses described in this Agreement during the Term and within the Territory. Photographer expressly retains all copyrights and ownership rights not expressly granted herein.

License type (select one):  Exclusive  Non-exclusive

Permitted Uses:

Sublicensing: Client shall not sublicense, sell, transfer, or assign the rights granted hereunder without Photographer's prior written consent; notwithstanding the foregoing, Client may engage service providers to exercise permitted uses on Client's behalf provided such parties are bound by written obligations consistent with this Agreement.

3. TERM

The license granted herein shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated as provided in Section 9.

4. FEES AND PAYMENT

As full consideration for the rights granted hereunder, Client shall pay Photographer the License Fee of $, payable in accordance with the payment schedule below.

Unless otherwise agreed in writing, invoices are due within days of invoice. Late payments shall accrue interest at .

5. DELIVERY AND ACCEPTANCE

Photographer will deliver the Deliverables in the formats specified in Schedule A by the delivery date of via .

Client shall have days from delivery to notify Photographer in writing of any non-conformity. Absent timely notice, the Deliverables shall be deemed accepted.

6. OWNERSHIP, COPYRIGHT, AND CREDIT

Photographer retains all right, title and interest in and to the Images, including all copyrights and moral rights. Client's rights are limited to the license expressly granted in Section 2. Client shall not remove, obscure or alter any copyright notices or metadata.

Credit: When practicable in published uses, Client shall credit Photographer as: . If credit cannot be reasonably provided due to format constraints, Client shall provide credit in an accompanying caption or credits list.

7. RESTRICTIONS AND PROHIBITED USES

Client shall not use the Images for pornographic, illegal, defamatory or other unlawful purposes, nor shall Client permit use of the Images in a manner that implies endorsement by any identifiable person in the Images without a separate written release. Client shall not alter the Images in a way that misrepresents the subject matter.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Photographer and Photographer's agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Client's use of the Images, including any breach of this Agreement or claims by third parties related to Client's use.

9. WARRANTIES; LIMITATION OF LIABILITY

Photographer represents and warrants that Photographer is the author and exclusive owner of the Images and has the full authority to grant the rights granted herein. EXCEPT FOR THE FOREGOING WARRANTY, THE IMAGES ARE PROVIDED "AS IS" AND PHOTOGRAPHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PHOTOGRAPHER'S LIABILITY EXCEED THE AMOUNT PAID TO PHOTOGRAPHER UNDER THIS AGREEMENT.

10. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Upon termination, all licenses granted hereunder shall cease and Client shall immediately discontinue all uses of the Images not subject to surviving obligations and shall certify destruction or deletion of unauthorized copies upon request.

11. CONFIDENTIALITY

Each party shall maintain in confidence the other party's confidential information disclosed in connection with this Agreement and shall not disclose such information to third parties except as necessary to perform its obligations hereunder or as required by law.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other addresses as the parties may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) business days after posting by certified mail.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. This Agreement, together with Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

15. SCHEDULE A — DESCRIPTION OF IMAGES AND DELIVERABLES

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