Commercial Photography Contract

Terms & Conditions

[1] Definitions: "Image(s)" means all visual representations furnished to you (“Client”) by Morris Photography (“Photographer”), whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media.

[2] Image Delivery: Unless otherwise specified in a separate contract, Photographer may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Photographer may select, at a resolution that Photographer determines will be suitable to the subject matter of each Image and the reproduction technology and uses for which the Image is licensed. It is Client's responsibility to verify that the digital data (including color profile, if provided) are suitable for reproduction of the expected quality and color accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Photographer's sole obligation will be to replace or repair the data, but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages. Client is responsible for sending an authorized representative to the assignment or for having an authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is obligated to accept Photographer's judgment as to the acceptability of the Images.

[3] Rights: All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Photographer. Any grant of rights to Client is limited to a term as specified in the licensing agreement. No rights are transferred to Client unless and until Photographer has received payment in full including any applicable late fees. Unless otherwise agreed, any rights granted are always limited, non-exclusive, non-sublicensable, non-transferable and non-assignable. The parties agree that any usage of any Image without the prior permission of Photographer will be invoiced at three times Photographer's customary fee for such usage. Client agrees to provide Photographer with three copies of each published use of each Image not later than 60 days after the date of first publication of each use. If any Image is being published only in an electronic medium, Client agrees to Provide Photographer with an electronic tearsheet, such as a PDF facsimile or URL of the published use of each such photograph, within 30 days after the date of first publication of each use. Digital files may contain copyright and other information embedded in the metadata of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the Images or the licenses to use them.

[4] Photo Credit: All published usages of Images will be accompanied by written credit to Photographer or copyright notice as specified on the licensing contract. If no placement of a credit or copyright notice is specified on the licensing contract, no credit or notice is required. If a credit is required but not actually provided, Client agrees that the amount of the invoiced fee will be subject to a three-times multiple as reasonable compensation to Photographer for the lost value of the credit line.

[5] Alterations: Client may not make or permit any alterations, including but not limited to additions, subtractions, or adaptations in respect of the Images, alone or with any other material, unless specifically permitted on the licensing contract, except that cropping and alterations of contrast, brightness, and color balance, consistent with reproduction needs may be made. Any alterations made by the Client are subject to the provisions as stated in [5] below.

[6] Indemnification: Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of any Images or arising out of use of or relating to any materials furnished by Client. Unless delivered to Client by Photographer, no model or property release exists, and it is Client's responsibility to obtain the necessary permissions for usages that require any model or property releases not delivered by Photographer. It is Client's sole responsibility to determine whether any model or property releases delivered by Photographer are suitable for Client's purposes. Photographer's liability for all claims shall not exceed in any event the total amount paid under the invoice.

[7] Assumption of Risk: Client assumes full risk of loss or damage to or arising from materials furnished by Client and warrants that said materials are adequately insured against such loss, damage, or liability.

[8] Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Client and inures to the benefit of Photographer, as well as their respective principals, employees, agents, and affiliates, heirs, legal representatives, successors, and assigns. Client and its principals, employees, agents, and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. However, the invoice may reflect, and Client is bound by, Client's oral authorizations for additional Images, fees and expenses that could not be confirmed in writing because of insufficient time or other practical considerations. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any state. Photographer is an independent contractor and not an employee. If photographer is deemed under any law to be an employee of Client, and if the Images are therefore considered works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Images to Photographer. Client agrees to execute any documents reasonably requested by Photographer to accomplish, expedite or implement such transfer.

[9] Disputes: Except as provided in [11] below, any dispute regarding this agreement shall, at Photographer's sole discretion, either:

(a) be arbitrated in Photographer's City, Photographer's State, under rules of the American Arbitration Association and the laws of Photographer's State; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof.

OR

(b) be adjudicated in Photographer's City, Photographer's State under the laws of the United States and/or of Photographer's State.

(c) In the event of a dispute, Client shall pay all court costs, Photographer's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer.

[10] Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Photographer under the Copyright Act of 1976, as amended, including subsidiary and related claims.

[11] Overtime: In the event a shoot extends beyond eight (8) consecutive hours, Photographer may charge for such excess time of assistants and freelance staff at the rate of 11/2 times their hourly rates.

[12] Reshoots: Client will be charged 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request.

[13] Payment Terms: Once an assignment has been agreed upon and confirmed by both parties, Client is required and agrees to pay a retainer equal to 50% of the total quoted production/creative fee (including all photographer incurred travel expenses) within 48 hours of the mutually agreed upon assignment confirmation, and prior to the actual commencement of the assignment. This retainer is required on all assignments of $1000 or more, and may be required on all assignments in high season as Morris Photography will refuse any other assignments for the date(s) confirmed. The balance will be invoiced upon completion of assignment to Client and will be payable as follows: Net 30-days. A Net 15-day payment entitles the Client to subtract a 3% discount. Late payments are subject to a 10% per month late fee.

[14] Failure to Perform: If Photographer is unable to supply his photographic services due to illness, mechanical breakdown, accident, acts of God, or any other cause beyond his control, then Photographer will attempt to procure the services of another professional photographer to fulfill his obligations. If that does not succeed, Photographer will return any fees paid by Client and will have no further liability with respect to this Agreement, and Photographer will not be responsible or liable for any other damages beyond the amount of this Agreement. This limitation of liability will also apply in the event that any Image is lost or damaged through equipment malfunction, or otherwise, without the fault of Photographer.

[15] Assignment Cancellations and Postponements: Cancellations: Client is responsible for payment of all expenses incurred up to the time of cancellation of the assignment, plus 50 percent of Photographer's fee; however, if notice of cancellation is given less than two (2) business days before the shoot date, Client will be charged 100 percent fee. Postponements: Unless otherwise agreed in writing, Client will be charged a 100 percent fee if postponement of the assignment occurs after photographer has departed for location, and 50 percent fee if postponement occurs before departure to location. Fees for cancellations and postponements will apply irrespective of the reasons for them, specifically including but not limited to weather conditions, acts of God, nature, war, terrorism, civil disturbance, and the fault of a third party.

[16] Archival of Digital Files: While Photographer may choose to archive the Image(s), Client is responsible to properly store and archive the Image(s) for the duration of the term of license. Photographer cannot guarantee the availability of any Image(s) beyond the date of first delivery to Client, and may charge a retrieval fee if Images(s) have been archived. Client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. Client hereby releases Photographer and his contractors, and representatives, from any liability for any claims, damages, or costs, arising from any media supplied by Photographer becoming unusable.


Usage Rights

Licensing for this contract includes unlimited, non-expiring usage on Client's website at a maximum size of 2000 pixels on the long side as well as lower resolution (<=1200px on the long side) usage on any social media page owned or maintained by Client. For social media use, it is kindly requested, but not required, to credit Photographer either by name or by link to Photographer's website or in-kind social media page. 

Any additional usage requires a separate licensing agreement.

Mileage Charge

A mileage charge will be added to shoots which take place more than 10 miles from Photographer's business address at a rate of 25 cents per mile driven.


Client Agreeement

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