Photography Photo Recommendation

PHOTOGRAPHY PHOTO RECOMMENDATION AND CONSULTING AGREEMENT

This Agreement is made as of between the Consultant and the Client identified below. The Consultant is engaged in the business of photographic curation, technical evaluation, and usage recommendation; the Client desires to obtain such services under the terms set forth herein.

WHEREAS

WHEREAS, Consultant provides professional services including visual assessment, technical verification, and publication or exhibition recommendations for photographic works; and

WHEREAS, Client seeks Consultant's professional recommendation for specific photographic images for use in publication, exhibition, licensing, or other commercial or editorial applications; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the recommendation services, payment, confidentiality, term and termination, and applicable law.

PARTIES

SCOPE OF WORK

Consultant shall provide professional recommendation services concerning photographic images delivered or identified by Client. Services include selection advice, technical evaluation (resolution, color, metadata), recommended uses, suggested edits or crops, and written justification for each recommended image.

PHOTO DETAILS AND RECOMMENDATIONS

For each image submitted, provide title, date taken, file reference, recommended use, technical notes, and consultant justification.

Date Taken:    File Reference:

Date Taken:    File Reference:

Date Taken:    File Reference:

PAYMENT TERMS

Client shall pay Consultant for services rendered as follows. Fees compensate Consultant for professional time, review, written recommendations, and any reasonable pre-approved expenses.

All fees are due in accordance with the Payment Schedule. Overdue amounts shall accrue the Late Payment Fee and Consultant may suspend delivery of recommendations until outstanding balances are paid. Client shall reimburse Consultant for reasonable collection costs and attorney fees incurred to collect past-due amounts.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure such breach within the Notice Period after receiving written notice specifying the breach. Consultant may terminate immediately if Client fails to pay undisputed fees when due or if Client's actions expose Consultant to liability.

CONFIDENTIALITY

The parties acknowledge that Consultant may receive confidential or proprietary information in connection with the services, including unpublished images, metadata, pricing proposals, and business strategies ("Confidential Information"). Consultant shall not disclose Confidential Information except to employees or subcontractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Consultant; (b) was rightfully in Consultant's possession prior to disclosure by Client; or (c) is independently developed by Consultant without use of Client's Confidential Information. Upon termination, Consultant will return or securely delete Client's confidential files and will certify in writing upon request that such return or deletion has been completed.

Consultant acknowledges and agrees to the confidentiality obligations set forth above.

INTELLECTUAL PROPERTY AND RIGHTS

Consultant's written recommendations, reports, and selection notes prepared for Client under this Agreement are delivered as professional advice and do not transfer ownership of photographic works. Client represents and warrants it holds or will obtain all necessary rights, releases, and permissions to permit the uses recommended by Consultant. Consultant may retain copies of non-confidential deliverables as part of its professional portfolio unless otherwise agreed in writing.

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 laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the parties hereby submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement (including all schedules and attachments, if any) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement. Consultant warrants that recommendations will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

ADDITIONAL TERMS

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