Legal Portrait Agreement

LEGAL PORTRAIT AGREEMENT

This Legal Portrait Agreement ("Agreement") is made as of by and between Photographer Name: , whose principal place of business is (hereinafter "Photographer"), and Client/Model Name: , residing at (hereinafter "Client"). Photographer and Client are individually a "Party" and together the "Parties."

RECITALS

WHEREAS, Photographer is a professional photographer engaged in creating photographic images and portraits; and

WHEREAS, Client desires Photographer to create and deliver portraits of Client and to obtain certain rights in such portraits for the purposes set forth in this Agreement; and

WHEREAS, Photographer is willing to provide such photographic services and to grant rights in the resulting images on the terms and conditions contained herein.

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

1. SERVICES; SCOPE

1.1 Services. Photographer will provide a portrait session (the "Session") and produce digital and/or physical portraits (the "Images") in accordance with the specifications set forth in this Agreement. Session date: . Session location: .

2. COPYRIGHT AND OWNERSHIP

2.1 Ownership. Unless an explicit assignment of copyright is executed in writing and signed by Photographer, Photographer retains all right, title and interest in and to the copyright in the Images, including the exclusive right to register, enforce and otherwise exploit such copyright.

2.2 Assignment Option. Client may request an assignment of copyright by selecting the option below and by paying any additional fee required by Photographer. Assignment required: (select if applicable). If assignment is granted, a separate written assignment instrument executed by Photographer will be provided.

3. LICENSE GRANT

3.1 Grant. Subject to full payment of all fees set forth in Section 4, Photographer hereby grants Client a non-exclusive, non-transferable license to use the delivered Images for the uses selected below. Select permitted uses (check all that apply):

Personal/social media use    Editorial use    Commercial use    Print reproduction

3.2 Restrictions. Client shall not sublicense, sell, assign or otherwise transfer the Images except as expressly permitted herein or in a separate written agreement. Any use not expressly authorized constitutes an infringement of Photographer's rights.

4. COMPENSATION

Late payment interest at the lesser of 1.5% per month or the maximum allowed by law shall accrue on overdue amounts. Photographer may withhold delivery of final Images until Client has paid all fees in full.

5. DELIVERY

Delivery deadline: . Photographer will use commercially reasonable efforts to meet delivery deadlines but shall not be liable for delays caused by circumstances beyond Photographer's control.

6. MODEL RELEASE

Client hereby grants Photographer and Photographer's licensees and assigns the irrevocable and unrestricted right to use and publish Client's likeness in the Images for the purposes set forth herein, including advertising, marketing, portfolio, website and promotional materials, unless Client has requested restrictions below.

Restrictions on use (if any):

7. CREDIT AND ATTRIBUTION

Photographer may request a credit when Images are published. Client agrees to use the following credit line where reasonably possible:

8. TERMINATION

Either Party may terminate this Agreement upon material breach by the other Party if such breach is not cured within fifteen (15) days after written notice. Termination shall not relieve Client of the obligation to pay fees earned for work performed prior to termination.

9. REPRESENTATIONS AND WARRANTIES

9.1 Photographer represents that Photographer has the full right and authority to enter into this Agreement and to grant the rights granted herein. 9.2 Client represents that Client has the right to authorize use of Client's likeness and that the consent of no other person or entity is required for the uses granted herein.

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising from a breach of that Party's representations, warranties or obligations under this Agreement, or from a claim that the indemnifying Party's materials infringe the rights of a third party.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL PHOTOGRAPHER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF PHOTOGRAPHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PHOTOGRAPHER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO PHOTOGRAPHER UNDER THIS AGREEMENT.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice. Notices shall be deemed given upon personal delivery, delivery by certified mail, or receipt of confirmed electronic transmission.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

Amendments or modifications to this Agreement must be in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. The Parties agree to execute further documents as may be necessary to carry out the intent of this Agreement.

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