Professional Photography Services Agreement

PROFESSIONAL PHOTOGRAPHY SERVICES AGREEMENT

This Professional Photography Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with address Client Address: and Photographer Name: with address Photographer Address: .

RECITALS

WHEREAS, Client desires to engage Photographer to provide professional photography services in connection with the event(s), project or assignment described below; and

WHEREAS, Photographer represents that Photographer has the skill, expertise, equipment and personnel necessary to perform the photography services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms under which Photographing services will be provided and the rights and obligations of each party.

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

1. SERVICES

1.1 Scope. Photographer shall provide photography services (the Services) described in the Service Description field below. Services shall include pre-production coordination, on-site photography, post-production (editing) and delivery of final deliverables as set forth in Section 2.

1.2 Date(s) and Location. Photographer will render Services on Date(s): at Location: . Any change to schedule must be agreed in writing and may be subject to additional fees.

2. DELIVERABLES AND DELIVERY

2.1 Deliverables. Photographer shall deliver the following items (Deliverables): Number of Edited Images: ; Format and Resolution: ; Additional Deliverables: .

2.2 Delivery Schedule. Photographer will deliver proofs within days of the shoot and final Deliverables by Delivery Date: , subject to prompt payment of fees and receipt of required materials.

3. FEES, PAYMENT AND EXPENSES

3.1 Fees. Client shall pay Photographer a total fee of $ for the Services and Deliverables described herein.

3.2 Expenses. Client shall reimburse Photographer for reasonable out-of-pocket expenses incurred in connection with performance of the Services (including travel, lodging and parking) provided such expenses are pre-approved in writing by Client. Estimated reimbursable expenses: .

3.3 Late Payment. Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is less. Photographer may withhold Deliverables until payment is made in full.

4. CANCELLATION AND RESCHEDULING

4.1 Cancellation by Client. If Client cancels the Services within days of the scheduled shoot, Client shall forfeit the deposit and may be responsible for additional fees for lost opportunities and pre-approved expenses.

4.2 Rescheduling. Rescheduling requested by Client more than days prior to the shoot will be accommodated subject to Photographer availability; rescheduling within that period may incur additional fees.

5. INTELLECTUAL PROPERTY AND LICENSE

5.1 Ownership. Photographer retains all right, title and interest in and to the original photographic works, negatives, digital files and copyrights therein. Nothing in this Agreement shall be deemed a work made for hire. Photographer may register copyrights in its name.

5.2 License to Client. Upon full payment, Photographer grants Client a non-exclusive, non-transferable license to use the Deliverables for the following authorized uses: . Any use beyond the authorized uses requires prior written license and additional fees.

5.3 Credit. Client shall give Photographer a credit where feasible as follows: Credit line: .

6. MODEL RELEASES AND CONSENTS

6.1 Client Responsibilities. Client represents and warrants that Client has obtained and will provide any required permissions, releases, licenses and consents from owners of locations and from all persons appearing in the Deliverables. Describe known release issues or special consent requirements below.

7. WARRANTIES; LIMITATIONS

7.1 Photographer warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PHOTOGRAPHER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. PHOTOGRAPHER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PHOTOGRAPHER UNDER THIS AGREEMENT.

8. INDEMNIFICATION

Client shall indemnify, defend and hold Photographer harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, or Client's failure to obtain necessary releases or permissions.

9. INSURANCE

Photographer represents that Photographer maintains general liability and professional liability insurance customary for the profession. Policy type and number (if required): . Client may request proof of insurance in writing.

10. INDEPENDENT CONTRACTOR

Photographer is an independent contractor and not an employee, partner or agent of Client. Photographer shall be solely responsible for payment of all taxes and withholdings incurred in connection with the performance of the Services.

11. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing obligations under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, governmental action, strikes or other labor disturbances, or pandemics. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

12. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices shall be effective upon receipt when delivered in person, by nationally recognized overnight carrier, or by certified mail, return receipt requested.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Waiver of any breach shall not constitute waiver of any other breach.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

14.2 Entire Agreement. This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Counterparts. 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. Electronic signatures and facsimile or PDF copies of signed counterparts shall be binding.

15.2 Remedies. The parties agree that monetary damages may be inadequate to protect the non-breaching party and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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