Modeling Services Contract

MODELING SERVICES CONTRACT

This Modeling Services Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: ("Client"), and Model Name: , Model Address: ("Model").

RECITALS

WHEREAS, Client is engaged in the business of producing photographic, digital and/or motion content for advertising, editorial, promotional and related purposes; and

WHEREAS, Model represents that Model has the professional ability, experience, and legal right to enter into this Agreement and to perform the modeling services described herein; and

WHEREAS, Client desires to engage Model to provide modeling services and Model agrees to provide such services under the terms and conditions set forth in this Agreement.

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

1. SERVICES

1.1 Engagement. Client hereby engages Model, and Model accepts such engagement, to perform modeling services described as follows:

1.2 Schedule and Location. Services will be provided on Shoot Date(s): at Location: . Model shall arrive prepared and on time and shall follow reasonable direction from Client or Client's representatives.

2. TERM

The term of this Agreement commences on the Effective Date and shall continue until completion of the Services or earlier termination in accordance with Section 12 below.

3. COMPENSATION

3.1 Fee. Client shall pay Model a fee of $ for the Services (the "Fee"), payable as follows: Payment Terms: .

3.2 Deposit. A non-refundable deposit of $ is due on or before Deposit Due Date: to secure the booking. Failure to pay the deposit entitles Client to cancel the booking.

3.3 Expenses. Client shall reimburse Model for pre-approved reasonable travel, lodging and other out-of-pocket expenses. Estimated expenses not to exceed $ without Model's prior written approval. Client: requires prior approval for additional expenses.

4. RIGHTS, OWNERSHIP AND USE

4.1 Grant of Rights. Subject to full payment of the Fee, Model grants Client a worldwide, transferable, sublicensable, royalty-free license to use, reproduce, publish, distribute and display the photographs, digital images and related content created pursuant to this Agreement (the "Materials") for the Permitted Uses set forth below. Permitted Uses:

4.2 Duration and Territory. License Duration: . Territory: . Any uses beyond the Permitted Uses or duration require additional written agreement and compensation.

4.3 Model Release. Model irrevocably authorizes Client and Client's licensees to edit, crop, alter and combine the Materials with other works and to use Model's name, likeness and biographical material in connection with the Materials.

5. EXCLUSIVITY

5.1 Exclusivity Option. Model: agrees to exclusivity for a period of days surrounding the Shoot Date(s) for the following category(ies): . If exclusivity is selected, Client will pay an exclusivity fee of $.

6. CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to any third party any confidential information of the other party disclosed in connection with this Agreement. Confidential information does not include information that is or becomes publicly available without breach of this Agreement, or is rightfully received from a third party without confidentiality obligations.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Model represents that Model is at least 18 years of age or, if a minor, that Model has obtained the necessary parental or guardian consents and that Model has the right to grant the rights set forth herein free of any conflicting obligations.

8. INDEPENDENT CONTRACTOR

Model is an independent contractor and not an employee, partner or agent of Client. Model is responsible for all taxes, withholdings and other statutory obligations arising from the performance of the Services.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

10. INSURANCE

Model shall maintain appropriate insurance coverage as necessary for Model's activities hereunder. Required coverage: . Upon request, Model shall provide certificates of insurance reasonably acceptable to Client.

11. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. In the event of termination, Client will pay Model for all Services performed through the date of termination plus any non-cancellable expenses incurred.

12. NOTICES

13. AMENDMENTS; WAIVER

Any amendment or modification to this Agreement must be in writing and signed by both parties. The waiver by either party of any breach shall not operate as a waiver of any subsequent breach.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county of .

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. 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 binding as originals.

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