Project Management Photo Agreement

PROJECT MANAGEMENT PHOTO AGREEMENT

Project Identification

Project Title:

Scope of Work

The Service Provider will provide professional photographic services in accordance with the requirements set forth below. The scope includes capture, editing, basic color correction, and delivery of agreed deliverables. Additional services are subject to change order as defined in this Agreement.

Deliverables and Acceptance

Deliverables will be provided in the formats and quantities listed below. The Client has a limited period for acceptance testing and approval; failure to provide written rejection within the acceptance period will be deemed acceptance.

Number of final edited images:   File formats:

Client acceptance period (days):

Usage Rights and License

Unless explicitly transferred in writing, the Service Provider retains copyright in the photographic works. The Service Provider grants the Client a license limited as set forth below. The license scope, territory, term and exclusivity are defined by the selections and fees below.

Grant of License: The Service Provider grants the Client a non-exclusive, non-transferable license to use Deliverables for the purposes checked below in the territory and for the duration selected. Any use beyond the scope requires a separate license or written amendment.

Web site / digital marketing Print collateral Advertising / promotional Social media Internal presentations

Territory:   Term (years):   Exclusivity: Exclusive

Timeline & Milestones

Project Start Date:   Estimated Completion Date:

Budget & Payment

Total Contract Price:   Deposit Required:

Late payment fee (percentage per month):

Change Order Process

All changes to the Scope of Work shall be authorized by a written Change Order signed by both parties. Change Orders will describe additional work, schedule impact and any additional fees. Service Provider hourly rate for change work:

Model & Location Releases

Client is responsible for obtaining and providing any required model releases, property or location releases unless otherwise agreed in writing. If the Service Provider obtains releases on behalf of the Client, reasonable fees and expenses will be billed to the Client.

Client will obtain required releases:

Confidentiality

Each party will keep confidential all proprietary or confidential information received from the other party and will not disclose or use such information except as necessary to perform obligations under this Agreement. The obligations of confidentiality do not apply to information that is publicly available or rightfully obtained from a third party without restriction.

Intellectual Property & Copyright

Unless a separate written assignment is executed, the Service Provider retains all copyrights in all photographic works created under this Agreement. The Client receives only the license expressly granted above. Any transfer of copyright must be documented in a written, signed amendment and may be subject to additional consideration.

Transfer of copyright requested:   If checked, additional fee:

Indemnification & Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or failure to obtain required releases. The Service Provider's aggregate liability for any claim related to this Agreement shall not exceed the total fees paid by the Client under this Agreement.

Termination

Either party may terminate this Agreement for material breach by the other if the breach remains uncured thirty (30) days after written notice. Upon termination, the Client shall pay for all work performed and non-cancellable commitments incurred prior to termination. Deliverables completed and accepted prior to termination will be delivered upon payment.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts of that state unless the parties mutually agree otherwise in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

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