Photo License Agreement

PHOTO LICENSE AGREEMENT

This Photo License Agreement ("Agreement") is made as of Effective Date: by and between Licensor Name: with an address at (hereinafter "Licensor") and Licensee Name: with an address at (hereinafter "Licensee").

RECITALS

WHEREAS, Licensor is the owner of certain photographic images and associated materials described as follows: ; and

WHEREAS, Licensee wishes to obtain a license to use the Photographs for the Permitted Uses set forth below, and Licensor is willing to grant such a license on the terms and conditions contained herein.

WHEREAS, the parties intend that the license granted herein be non-transferable except as expressly permitted in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Photographs" means the photographic images and any associated metadata, files, negatives or digital originals listed in Schedule A attached hereto and described in more detail in the Description of Materials field below.

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive and Exclusive license to use the Photographs solely for the Permitted Uses set forth in Section 3, in the Territory and for the Term set forth in Section 4.

2.2 The license granted is limited, non-transferable and does not convey any ownership interest in the Photographs. All rights not expressly granted are reserved by Licensor.

3. PERMITTED USES AND RESTRICTIONS

3.1 Permitted Uses: Licensee may use the Photographs for the following purposes: subject to the limitations in this Agreement.

3.2 Restrictions: Licensee shall not: (a) sublicense, sell, rent, or distribute the Photographs except as expressly permitted herein; (b) use the Photographs in any pornographic, defamatory, unlawful, or otherwise objectionable manner; or (c) remove, alter, or obscure any copyright, watermark or other proprietary notices.

3.3 Modifications: Licensee may make minor cropping or color correction of the Photographs for purpose of publication in the Permitted Uses. Material alterations or derivative works require prior written consent of Licensor.

4. TERM AND TERMINATION

4.1 Term: The license shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated as provided herein. Alternatively, the license shall terminate on if specified.

4.2 Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any material term and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Effect of Termination: Upon termination Licensee shall immediately cease all use of the Photographs and destroy or return all copies of the Photographs in Licensee's possession, except to the extent Licensee requires retention for archival or records purposes and agrees to cease active use.

5. FEES, PAYMENT AND TAXES

5.1 Taxes: All fees are exclusive of sales, value-added, withholding and other taxes. Licensee shall be responsible for payment of any taxes arising from the license, excluding taxes based on Licensor's income.

6. DELIVERY AND ACCEPTANCE

6.1 Acceptance: Licensee shall inspect delivered Photographs within ten (10) business days and notify Licensor of any non-conformity. Failure to notify shall constitute acceptance.

7. OWNERSHIP, COPYRIGHT AND MORAL RIGHTS

7.1 Ownership: Licensor retains all right, title and interest, including copyright, in and to the Photographs. Licensee receives only the limited license rights expressly granted herein.

7.2 Moral Rights: To the extent permitted by applicable law, Licensor reserves all moral rights in the Photographs. Licensee shall not take any action inconsistent with such moral rights.

8. ATTRIBUTION

8.1 Where credits are customary Licensee shall include the credit line specified above in a manner reasonably visible and appropriate to the medium of use.

9. WARRANTIES AND REPRESENTATIONS

9.1 Licensor represents and warrants that (a) Licensor is the sole owner of the Photographs or otherwise has the authority to grant the rights granted herein; (b) to Licensor's knowledge the Photographs do not infringe the copyrights or other intellectual property rights of any third party; and (c) Licensor has not granted conflicting rights that would materially impair Licensee's rights under this Agreement.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PHOTOGRAPHS ARE PROVIDED "AS IS" AND LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Photographs, breach of this Agreement, or violation of third party rights, except to the extent caused by Licensor's breach of the representations in Section 9.

11. LIMITATION OF LIABILITY

11.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. CONFIDENTIALITY

12.1 Each party shall treat as confidential the non-public business information disclosed by the other party in connection with this Agreement and shall not disclose such information except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

13. 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 in accordance with this Section.

14. MISCELLANEOUS

14.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here: without regard to conflicts of law principles.

14.2 Entire Agreement: This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14.4 Amendments and Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be deemed a continuing waiver.

14.5 Counterparts; Electronic Signatures: 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. Signatures delivered by electronic means shall be binding.

SCHEDULE A — LIST OF PHOTOGRAPHS

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