Photographer Services Agreement

PHOTOGRAPHER SERVICES AGREEMENT

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

RECITALS

WHEREAS, the Photographer is engaged in the business of professional photography and related image creation and delivery;

WHEREAS, the Client desires to retain the Photographer to provide photographic services in connection with the Project described below, and the Photographer agrees to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement define the scope of services, compensation, ownership and permitted uses of the resulting images.

Project:

NOW, THEREFORE

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

1. SERVICES

1.1 Scope. The Photographer shall provide photographic services as described in the Service Specifications below (the "Services"). The Services shall include pre-production planning, on-site photography, and post-production editing as described.

1.2 Event Date(s) and Location(s). Date(s): ; Location(s):

2. COMPENSATION

2.1 Fees. Client shall pay Photographer total compensation in the amount of $ (the "Fee"), according to the schedule below.

Deposit (non-refundable): $ due upon execution. Balance of $ due no later than .

2.2 Additional Expenses. Client shall reimburse Photographer for reasonable pre-approved expenses (travel, permits, parking, third-party rentals) upon submission of receipts. Estimated expenses: $ .

3. DELIVERABLES AND DELIVERY

3.1 Deliverables. Photographer will deliver the following items: number of final edited images: ; format(s): ; resolution: .

3.2 Delivery Schedule. Turnaround time for initial delivery of edited images is calendar days from the date of the shoot, subject to receipt of final payment.

4. COPYRIGHT AND LICENSE

4.1 Copyright. Photographer retains all right, title and interest in and to the original photographic works, including copyrights therein, whether registered or unregistered. Nothing in this Agreement shall be construed as a transfer of copyright unless an express written assignment is executed.

4.2 License to Client. Upon full payment, Photographer grants Client a non-exclusive, non-transferable license to use the delivered images for the Permitted Uses specified below. All other rights are reserved by Photographer.

4.3 Restrictions. Client shall not sell, sublicense, loan, assign or otherwise transfer images to third parties except as expressly permitted. Client shall not represent images as being created by anyone other than Photographer. Client agrees to credit Photographer when practical: Credit format:

5. MODEL RELEASES AND CLIENT MATERIALS

5.1 Model Releases. Client shall be responsible for obtaining all necessary releases, permits and consents from subjects or property owners unless otherwise agreed in writing. Photographer may request copies of releases prior to final delivery.

5.2 Client Materials. Client shall provide any logos, props or brand elements required for the Services in a timely manner. Photographer has no obligation to return unconsumed materials provided by Client.

6. CANCELLATION, RESCHEDULING, AND FORCE MAJEURE

6.1 Cancellation by Client. If Client cancels more than days before the scheduled Services, Photographer will retain the Deposit only. If Client cancels within days of the scheduled Services, Client shall pay % of the remaining Fee as liquidated damages.

6.2 Rescheduling. If Client requests rescheduling, Photographer will use commercially reasonable efforts to accommodate requests. Additional fees may apply for travel or availability changes.

6.3 Force Majeure. Neither party shall be liable for delays or failures to perform due to acts beyond its reasonable control, including natural disasters, governmental action, pandemics, or severe weather. If the event prevents performance for more than days, either party may terminate upon written notice and Client will pay for Services performed to date.

7. WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Photographer Warranties. Photographer warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PHOTOGRAPHER MAKES NO WARRANTIES, EXPRESS OR IMPLIED.

7.2 Indemnification. Each party shall indemnify and hold harmless the other party from all losses, claims, damages and liabilities arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, including reasonable attorneys' fees, except to the extent caused by the other party's gross negligence or willful misconduct.

7.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PHOTOGRAPHER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PHOTOGRAPHER UNDER THIS AGREEMENT.

8. INSURANCE

Photographer represents that Photographer maintains commercial general liability insurance sufficient for the Services. Upon Client request, Photographer shall provide certificate of insurance confirming coverage to Client's reasonable satisfaction.

9. CONFIDENTIALITY

Each party shall keep confidential and not disclose or use any Confidential Information of the other party except to perform its obligations under this Agreement. Confidential Information does not include information that is publicly available through no breach of this Agreement or independently developed.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall terminate upon full performance of the Services and final delivery, unless earlier terminated as provided herein. Either party may terminate for material breach if the breach remains uncured for 30 days following written notice.

11. 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 either party may specify in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written document signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties: , excluding its conflicts of law principles.

If any provision of this Agreement is held unenforceable, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect. This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings, whether written or oral.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between them.

14.2 Subcontractors. Photographer may engage subcontractors to perform portions of the Services provided Photographer remains responsible for the quality and performance of such subcontractors.

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