Photo Transportation Agreement

PHOTO TRANSPORTATION AGREEMENT

This Photo Transportation Agreement (Agreement) is entered into by and between:

Recitals

WHEREAS, Client possesses photographic materials including prints, negatives, transparencies, and digital media (collectively, Photographic Materials) that require secure transport to a specified destination; and

WHEREAS, Carrier represents that it has the personnel, equipment, expertise, and insurance to provide secure, temperature- and light-controlled transportation and handling of Photographic Materials; and

WHEREAS, the parties desire to set forth the terms and conditions under which Carrier will transport, handle, and deliver the Photographic Materials for Client.

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

1. Scope of Work

Carrier shall pick up, securely transport, and deliver the Photographic Materials described below in accordance with the handling instructions and schedule set forth in this Agreement. Carrier shall provide personnel trained in the handling of photographic and archival materials and shall use appropriate packing, cushioning, climate control and securing methods to prevent physical or environmental damage.

2. Pickup and Delivery

Pickup Location:

Delivery Location:

Scheduled Pickup Date:    Expected Delivery Date:

Upon delivery, Client or Client's authorized representative shall inspect the Photographic Materials and shall note any visible damage or shortage on Carrier's delivery receipt. Carrier shall not be liable for concealed loss or damage unless written notice is provided to Carrier within days of delivery.

3. Payment Terms

Client shall pay Carrier for services rendered as follows.

Late payments shall accrue interest at the rate of on the outstanding balance, computed monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Carrier in collecting overdue amounts.

4. Term and Termination

This Agreement commences on the Effective Date and continues until completion of the services described herein or until terminated as provided below.

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for a period of days following written notice of such breach.

5. Insurance and Risk of Loss

Carrier shall, at its sole cost and expense, maintain and keep in full force and effect insurance policies covering commercial general liability, automobile liability, and cargo insurance covering loss, theft or damage to the Photographic Materials while in transit. Minimum cargo insurance limits shall be not less than USD per shipment, or such greater value as may be stated in writing by Client.

Risk of loss shall transfer to Carrier upon Carrier's physical receipt of Photographic Materials at the pickup location and shall remain with Carrier until delivery to the delivery location and formal acceptance by Client, except to the extent loss or damage is caused by Client's packing or directions.

6. Confidentiality

Each party (Receiving Party) shall hold Confidential Information of the other party (Disclosing Party) in strict confidence and shall not disclose or use such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes, but is not limited to, images, negatives, contact lists, pricing, technical handling requirements, client lists, and metadata. Confidential obligations do not apply to information that (a) is or becomes public through no breach of this Agreement, (b) was rightfully in the Receiving Party's possession without restriction prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed without use of Confidential Information.

Upon termination or written request, Receiving Party shall promptly return or securely destroy all physical and electronic Confidential Information and provide written certification of such destruction upon request.

7. Indemnification

Carrier shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Carrier's negligence, willful misconduct, breach of this Agreement, or failure to secure or insure the Photographic Materials as required herein. Client shall indemnify Carrier for claims arising from Client's packing, fraudulent description of value, or breach of this Agreement.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. Carrier's total liability for direct damages arising from loss, theft, or damage to Photographic Materials shall not exceed the declared or insured value of the affected items, subject to the limits set forth in this Agreement.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

10. 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.

11. Entire Agreement

This Agreement, including all attachments, schedules and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Carrier may subcontract portions of the services to qualified subcontractors so long as Carrier remains responsible for performance.

The parties have executed this Agreement by their duly authorized representatives as of the dates signed below.

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