Photography Lighting Pictures

Photography Lighting Pictures

This Photography Lighting Pictures General Business Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Photographer is engaged in the business of producing photographic imagery and specialized lighting setups and has experience, equipment, and personnel to perform lighting photography services; and

WHEREAS, Client desires to obtain from Photographer certain lighting photography images and related deliverables described herein, and Photographer is willing to provide such services under the terms and conditions set forth in this Agreement;

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

Scope of Work

Photographer shall provide lighting design, on-location or studio photographic services, capture, and post-production of images specifically described below. The scope shall include delivery of final edited images in the formats and quantities specified and any agreed usage rights.

Payment Terms

Client shall pay Photographer fees as set forth below. All payments are non-refundable except as expressly provided in this Agreement. Unless otherwise stated, amounts are due in U.S. dollars.

Invoices shall be submitted by Photographer in accordance with the payment schedule. Client shall pay undisputed amounts within the time specified above. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable according to this Agreement. Overdue amounts will accrue interest at the rate specified above and Photographer may suspend services until payments are brought current.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate for material breach if the breaching party fails to cure within fourteen (14) days of written notice. Photographer may terminate immediately for nonpayment or if Client obstructs Photographer's performance. Upon termination, Client shall pay for all services performed and costs incurred through the effective date of termination and for any non-cancellable commitments made by Photographer in connection with the Project.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence any non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without duty of confidentiality; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice and uses reasonable efforts to limit disclosure.

Intellectual Property & Usage

Photographer retains copyright in all original photographic works created under this Agreement, subject to the limited usage rights granted to Client as set forth below. Upon full payment of all amounts due, Photographer grants Client a non-exclusive, non-transferable license to use the delivered images for the purposes expressly described in the Scope of Work. Any additional uses, sublicensing, or transfers require Photographer's prior written consent and may require additional fees.

Warranties & Indemnification

Photographer warrants that services will be performed with reasonable skill and care in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH, PHOTOGRAPHER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify and hold Photographer harmless from claims arising out of Client's breach of this Agreement, Client-provided materials, or Client's use of the images outside the scope of the granted license.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved by a court of competent jurisdiction located in that state, unless the parties agree in writing to alternative dispute resolution.

Entire Agreement

This Agreement, including any attachments and incorporated exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Photographer may assign to a successor in interest. If any provision of this Agreement is held invalid, the remaining provisions will continue in full force and effect. The parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

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