Legal Photography and Film Agreement

LEGAL PHOTOGRAPHY AND FILM AGREEMENT

This Legal Photography and Film Agreement (the "Agreement") is made and entered into as of by and between Client Name: ("Client") and Photographer Name: ("Photographer").

RECITALS

WHEREAS, Photographer is engaged in the business of providing professional photography, cinematography and related production services and possesses the expertise and equipment necessary to produce photographic images and moving images (collectively, "Media");

WHEREAS, Client desires to engage Photographer to perform photographic and film services for the project described below and Photographer is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to creation, ownership, license and use of the Media.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. SERVICES

Photographer shall perform professional photography and/or film production services as described in the Statement of Work below (the "Services"). Photographer shall provide personnel, equipment and technical expertise reasonably necessary to complete the Services in a professional manner consistent with industry standards.

2. DELIVERABLES & SCHEDULE

Photographer shall deliver the final Media in the formats and within the delivery schedule specified below. Time is of the essence for delivery milestones to the extent explicitly stated; otherwise Photographer will use commercially reasonable efforts to meet the delivery dates.

3. COMPENSATION & PAYMENT

Client shall pay Photographer the fees and reimburse expenses as set forth below. All amounts are payable in U.S. dollars and are due in accordance with the payment schedule. Late payments shall accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is less.

4. LICENSE & OWNERSHIP

Unless the parties expressly agree in writing that the Media is "work made for hire," Photographer retains all right, title and interest, including copyright, in and to the Media. Photographer hereby grants Client a limited license to use the delivered Media as set forth in this Agreement.

Client and Photographer agree that the Deliverables shall be considered work made for hire and the Client shall own all rights in the Deliverables upon full payment.

If not work made for hire, the license granted to Client shall be:

Non-exclusive Exclusive

Client shall not sublicense, assign or transfer the Media except as authorized in writing by Photographer. Client shall not assert any moral rights against Photographer or any third party who uses the Media pursuant to the license granted herein.

5. CREDITS & ATTRIBUTION

Photographer shall be credited in connection with public use of the Media where practical and customary. Client agrees to render credit substantially in the form: Photo/Film by Photographer Name. Failure to provide credit shall not constitute a license termination but shall be a material breach supporting remedies at law or equity.

6. MODEL & LOCATION RELEASES

Client shall procure and deliver to Photographer any necessary model releases, location releases, permits and third-party clearances prior to use of the Media unless the parties agree otherwise in writing. Photographer may obtain releases on Client's behalf on a reimbursable basis if agreed in writing.

Client will obtain all releases Photographer will obtain releases (Client reimburses)

7. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party. Photographer represents that the Media will be original and will not knowingly infringe any third-party intellectual property rights.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Agreement, or out of negligence or willful misconduct.

9. INSURANCE

Photographer shall maintain general liability insurance and, where applicable, workers' compensation and equipment insurance in amounts customary for the industry. Upon request, Photographer will provide a certificate of insurance evidencing coverages. Nothing in this Agreement limits either party's liability for its own gross negligence or willful misconduct.

10. CANCELLATION & TERMINATION

Client may cancel scheduled Services with written notice. If Client cancels within 48 hours of a scheduled shoot, Client shall remain responsible for all non-refundable expenses and for a cancellation fee equal to the agreed retainer. Photographer may terminate this Agreement for material breach if the breaching party fails to cure within 10 days of written notice.

11. FORCE MAJEURE

Neither party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, governmental action, fire, flood, strike or other labor disputes, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

12. CONFIDENTIALITY

Each party agrees to keep confidential information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential, and not to use such information except to perform under this Agreement. Confidentiality obligations do not apply to information that is or becomes public through no breach by the receiving party or is independently developed.

13. INDEPENDENT CONTRACTOR

Photographer is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties. Photographer is responsible for all taxes and withholding arising from amounts paid under this Agreement.

14. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier and shall be deemed effective upon receipt.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

17. ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if reformation is not possible, it shall be severed, and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

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. Electronic signatures shall be deemed originals for all purposes.

ADDITIONAL TERMS

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