Writing the Photography Services Contract document
CUSTOM PHOTOGRAPHY AGREEMENT
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Photographer") and Company Name ("Customer"). Photographer is in the business of providing custom photography and printing services for a fee. Customer desires to have Photographer render specific services (the "Services" or "Photographer's Services") as set forth in Exhibit B. Services shall be rendered on a specific date (the "Event") as set forth in Exhibit B.
In consideration of the mutual covenants set forth in this Agreement, Customer and Photographer hereby agree as follows:
Engagement of Services
Photographer agrees to render to Customer as follows:
Provide to Customer a pre-event consultation prior to the Event in order to finalize specific shooting times (the "Times"), determine any custom shots (the "Shots"), or set forth any locations (the "Locations") that Photographer will be required to travel to in order to render the Services to Customer. Customer has the sole responsibility for arranging this pre-event consultation with Photographer, and failure of the occurrence of a pre-event consultation shall not constitute breach of this Agreement. Provide the agreed Services on the dates, Times, and Locations as agreed upon in the Specifications, and provide images taken during the Event (the "Proofs") to Customer as soon as they are available. Provide proof of agreed-upon expenses associated with the Event and the execution of Photographer's Services and present them to Customer for approval.
Provide to Customer a post-event consultation in order to review all images taken during the Event, or otherwise arrange for the insured delivery of any images or other related materials. Provide other such services as Customer may request from time to time, such as additional Shots, assistance to Customer's staff and employees or additional project consulting. Provide to the Customer ordering and photographic reproduction services.
Photographer agrees to provide the Services pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").
Delivery of Proofs
Photographer will use reasonable diligence in the development of the Proofs and endeavor to deliver to Customer all agreed upon Specifications outlined in Exhibit B no later than Delivery Date. Customer acknowledges, however, that this delivery deadline listed in Exhibit A, is an estimate, and is not a required delivery date. Photographer will retain all rights to any and all photographic materials, custom Shots, proofs, or other intellectual property for the entire project and will provide the Customer with the output formats only.
Customer shall retain all of Customer's intellectual property rights in any logos, graphics, text, images, or other components owned and transmitted to Photographer for use in fulfillment or creation of Services.
Photographer shall retain, under the fullest extent under the law, any and all film, digital files, proofs, samples, prints, or negatives created or produced for Customer pursuant to this Agreement. Customer agrees to return to Photographer any materials Customer may have of Photographer's such as artwork, mock-ups, comps, text, digital media, film, images, or any other physical or digital embodiment of Photographer's creative work performed under this Agreement. Upon termination or expiration of this Agreement, Customer agrees to be solely responsible for any additional use of materials and advertisements created by Photographer pursuant to this Agreement.
Additional expenses may include, but are not limited to: Fees, Licenses, Translations, Royalties, Talent, and other associated fees. Photographer's obligation in 4.a shall not apply in any respect to foreign use.
For all of Photographer's Services under this Agreement, Customer shall compensate Photographer in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Photographer has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all materials, Services, and content, (3) bring legal action.
Limited Warranty and Limitation on Damages
Customer agrees to indemnify and hold Photographer harmless with respect to any claims, loss, lawsuit, liability, or judgment suffered by Customer which results from the use of any material prepared by Photographer or execution of Service by Photographer or at the direction of Photographer, which has been materially changed from the Specifications.
Resources and Equipment
Photographer agrees to make available any items, hardware, or software as Customer and Photographer may agree are reasonably necessary for such purpose. Specific items, hardware or software requirements are listed on Exhibit B attached hereafter.
1 Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3 Binding Effect
This Agreement shall be binding upon and inure to the benefit of Customer and Photographer and their respective successors and assigns, provided that Photographer may not assign any of his obligations under this Agreement without Customer's prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6 Right to Withhold Content and Creative Services
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Photographer has the right to withhold any materials, photographic or otherwise, or to suspend any further creative or administrative Services performed on behalf of Customer until payment in full is received, plus accrued late charges of 1 1/2% per month.
Customer warrants that everything Customer gives Photographer to use in fulfillment of Services is legally owned by or licensed to Customer. Customer agrees to indemnify and hold Photographer harmless from any and all claims brought by any third party relating to any aspect of the Services, creative or other content, including, but without limitation, any claims resulting from missed Shots, missed Times, inaccessibility to Locations, weather related problems, inaccessibility or lack of cooperation from critical employees, staff, or other personnel required by Photographer in order to meet any of the deliverables or obligations listed in Exhibit B; difficulty in gaining any access to the agreed upon Locations or any demands, liabilities, losses, costs, and claims, including attorney's fees, arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the advertising or Services. Further, Customer agrees to indemnify Photographer from responsibility for problems/disruptions caused by third-party services and contractors that Customer may use such as reproduction services, enlargements, digital processors, transportation, shipping or hosting services, film processing, and other services that relate to the execution of the Services outlined in this Agreement by Photographer.
8 Use of Services and Creative Content for Promotional Purposes
Customer grants Photographer the right to use or otherwise reproduce the proofs, images, creative content, description of Services performed, results of Services or testimonials as Photographer sees fit for promotional-only purposes.
9 Limitation of Damages
Customer agrees that the only damages available under this Agreement shall be limited to the total amount of compensation paid to Photographer and that this shall be the sole remedy to Customer for damages under this Agreement.
10 Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
11 Term of Agreement
This agreement shall begin on Start Date and shall continue in full force until terminated by either party upon at least thirty (30) days prior written notice. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals by their signatures below.