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AGENCY & PHOTOGRAPHER CONTRACT
This agreement is entered into this ______ day of ____________________
19 ____, between Royce Bair, dba THE STOCK SOLUTION (6640 s. 2200 w., West Jordan, UT 84084 USA), hereinafter referred to as "Agency"
and____________________________________, hereinafter referred to as
"Photographer".
1. TERM: The term of this agreement shall be for a period of one (1) year,
and shall be automatically renewed for an additional one year period each
year thereafter unless terminated in writing a minimum of 30 days prior to
the anniversary date, by either the Agency or the Photographer.
2. PARTICIPATION: The Photographer has been informed and understands that
his or her continued participation is essential to success in stock
photography. Therefore the Photographer agrees to submit new images for edit
on a regular basis. If in the opinion of the Agency's key personnel, the
Photographer is not participating sufficiently to make the relationship
between the Agency and the Photographer profitable, the Agency shall have the
option of immediately terminating this contract by giving the Photographer 30
days written notice. The Agency will at that time return the Photographer's
images under the terms of this contract.
3. GRANT OF AUTHORITY: The Photographer hereby warrants and represents that
he or she is the sole and exclusive owner of all transparencies, negatives,
prints, electronic storage media, text information, and any other
photographic materials (hereinafter referred to as "Images") delivered to the
Agency, both now and in the future. The Photographer warrants and represents
that he or she has the unrestricted right to license the said Images. The
Agency is appointed sales agent only, and in no way may claim ownership or
any interest in the Photographer's Images. In the event of bankruptcy,
judgement against, or any other liabilities incurred by the Agency, the
Images owned by the Photographer shall not be represented as an asset of the
Agency or offered as any type of security on behalf of the Agency.
4. USE NEGOTIATIONS: Any and all use negotiations relating to existing
photography, as covered by this agreement, shall be at the Agency's sole
discretion without need for prior consultation with Photographer, with the
exception of all rights sales. Any sale of future rights, such as
copyrights, shall require approval of both the Photographer and the Agency.
Where appropriate, the Agency shall have sole right to determine lease fees.
5. COPYRIGHT: The Agency shall not acquire any rights, title, or interest
in or to said Images, or their use, other than as specifically set forth in
this agreement. The Photographer agrees to place a valid copyright notice
and his or her name upon all materials submitted to the Agency. The Agency
has the permission of the Photographer to take such steps as may be
reasonably necessary to prosecute unauthorized use and assure the users
properly protect the Photographer's copyright upon publication. The
Photographer agrees to provide whatever reasonable assistance the Agency may
require in performing these steps. The Agency shall not be liable for
unauthorized use for Images that did not carry proper copyright protection
when delivered to the Agency.
6. RESPONSIBILITY FOR INFORMATION: The Photographer agrees to assume all
responsibility for any and all claims resulting from information supplied to
the Agency that the Photographer knew or had reason to know was erroneous and
inaccurate regarding its ownership, caption information, and model releases
for all Images left with the Agency. The Photographer warrants that he or
she has a signed model release for all person appearing in the Images
submitted to the Agency where the Photographer has placed the letters "MR" or
the letter "R" on the transparency mount, cover or print. It is understood
that NO model release exists where the Photographer has placed the letters
"NR" on the transparency mount, cover, or print. The Photographer agrees to
deliver to the Agency copies of all model releases that are specifically
requested by the Agency. The Photographer warrants that the Images delivered
to the Agency do not knowingly infringe any copyright, trademark, right of
privacy, or publicity, and do not knowingly defame any third party.
7. PHOTOGRAPHS TO REMAIN IN AGENCY FILES: The Photographer agrees that
transparencies or prints submitted to the Agency shall remain with the Agency
for the duration of this contractual agreement. If the contract between the
Agency and the Photographer is terminated after that period, the Agency shall
return all available Images within 90 days. Any Images in circulation at the
time of contract termination will be returned to the Photographer as
expeditiously as possible. The Agency may continue to sell rights to these
Images until returned to the Photographer. The Agency agrees that if the
Photographer requires a more speedy retrieval it will assign special
personnel to complete the job, with the expense for the same being borne by
the Photographer. The Photographer understands that the Agency process of
selection, organization, labeling and filing of the PhotographerÕs Images is
an expensive process for the Agency. Therefore, if the Photographer requests
termination of the contract before the third anniversary date of the
contract, the Photographer agrees to pay the Agency a termination fee equal
to one U.S. Dollar ($1.00) per Image returned to the Photographer.
8. ADVERTISING AND PROMOTION: The Photographer understands that advertising
and promotion are essential to the success of the Agency, and that due to the
high cost of advertising, the Agency cannot carry the entire financial burden
of advertising by itself. From time to time, upon request by the Agency,
Photographer agrees to contribute to the Agency's advertising budget. The
Photographer authorizes use of his or her photographs in the Agency
advertising and promotion at the Agency's discretion and without compensation
to the Photographer. From time to time, the Agency may authorize use of the
Photographer's Images without compensation if in the Agency's opinion the use
is appropriate and beneficial.
9. CONTRACTUAL ARRANGEMENT:
(a) The Agency is authorized as the Photographer's agent and
representative with the limitations as listed below (initial each as
applicable).
______ Agency Exclusive
______ Non-Exclusive, U.S. rights only*
______ Non-Exclusive, U.S. & foreign rights*
______ Non-Exclusive, U.S. rights, including U.S. sub-agents*
______ Non-Exclusive, U.S. & foreign rights, including U.S.
& foreign sub-agents*
Agency shall inform the Photographer as to the name and address of all
licensed sub-agents. Agency shall keep accurate records of all transfers of
Images (originals or duplicates) to sub-agents. Agency agrees that sub-
agents will be informed that each image's usage is to be sold on a "non-
exclusive" basis, and that any sale other than a "one-time" use must receive
the approval of the Agency.
*List other agencies that represent Photographer's work:
________________________________________________________________________
(b) For the term of this agreement the Photographer agrees to refrain from
actively soliciting the sale of his or her Images to clients to which the
Agency has introduced, sold, or leased the Photographer's Images. In the
event of such sales by the Photographer, he or she shall pay to the Agency
fifty percent (50%) of total amount received for the sale. Certain accounts
with whom Photographer already regularly conducts business may be exempt from
this clause. Initial here, _______ if such exemption is desired and attach a
list of those clients. This solicitation prohibition applies to stock photo
sales only, and does not pertain to solicitation of photographic assignment
work.
(c) The Agency shall receive as its compensation a commission equal to
fifty percent (50%) of the total fees billed and collected by the Agency, the
balance being due to the Photographer. Compensation to Photographer from all
sub-agent sales shall be fifty percent (50%) of net sale returned to Agency,
which shall in no case be less than thirty percent (30%) of the gross amount
invoiced by the sub-agent. In the event of cancellation of a sale or return
of lost Images by the Agency's client after payment has been made to the
Photographer, Photographer authorizes Agency to deduct the amount paid to the
Photographer from future sales.
(d) Payment shall be made by the Agency to the Photographer no later than
ninety (90) days from the date the Agency receives payment from its client.
A sales statement listing all collected sales with the appropriate sum will
be included with any payments.
(e) The Agency, as part of its leasing and licensing efforts, will
duplicate and place the Photographer's Images with its clients and sub-agents
where authorized by the Photographer. The cost of producing such duplicates
shall be shared equally. Agency will advance all payments for the duplicates
and Photographers share of these costs will be deducted from future earnings.
Agency will not deduct more than twenty percent (20%) of the total sum due
Photographer for any particular sales statement for duplicating expenses. A
record, identifying each duplicate Image made by the Agency, will be given to
the Photographer whenever duplication costs are deducted from any earnings.
(f) If revenue is earned after the expiration of this agreement (and its
extensions or renewals), but as a result of activity on the Agency's part
during the term of this agreement, its renewals and extensions, the
Photographer shall continue to receive his/her share of earnings and the
Agency shall be entitled to commissions described above. This shall apply
to all materials falling within the scope of this agreement.
(g) Upon normal termination of this agreement, the Photographer has the
option to obtain all duplicates of his/her Images made by the Agency, which
shall be given to Photographer at Agency's cost less Photographer's original
financial participation. If Photographer does not exercise this option, all
duplicates will remain with the Agency and may be made available for sale,
license or lease as described in this agreement. In the event of a sale,
license or lease, payment and commissions currently in effect at the time of
sale will be made to Photographer.
(h) During the term of this agreement and for one (1) year after its
termination, Photographer agrees to refrain from soliciting or selling his or
her stock photographs marketed by the Agency directly or through another
person or agent, to customers to whom the Photographer has been introduced by
the Agency and to whom photographs have been sold by the Agency. In the
event of such sales, Photographer agrees to pay the Agency the full
percentage of fifty percent (50%) of the amount billed.
(i) The Photographer expressly acknowledges that the Agency shall produce
and distribute promotional and sales material, which material may include the
Photographer's Images. The Photographer further acknowledges that such
production and distribution of promotional and sales material represents a
substantial investment on the part of the Agency, and accordingly, the
Photographer expressly agrees that at the expiration or termination of this
Agreement, the Agency shall have the irrevocable right to make reproduction
grade duplicates at its own expense of any photographs appearing in its sales
promotion sheets, catalogs, or types of electronic storage media and
distribute the same for a period of five (5) years following the termination
or expiration of this agreement. In consideration thereof, the Agency shall
retain fifty percent (50%) of gross billings actually received in connection
with the licensing of the Photographer's Images but shall not be deemed to
include: service fees; bad debts and other uncollectible sums actually
incurred; and reasonable currency conversion costs.
10. LOSS, DAMAGE AND LIABILITY:
(a) In the event of loss, damage, destruction , or unauthorized use of
any Images by any user, the Photographer hereby grants the Agency full and
complete authority to make claims or to institute suit in the Photographer's
name. Any recoveries shall be divided equally between the Agency and the
Photographer, after deductions, if any, for collection fees, legal fees, or
other expenses incurred by the Agency in its efforts to resolve such claims.
All settlements shall be made at the Agency's sole discretion and to
effectuate this clause, the Photographer hereby grants the Agency power of
attorney, which the Photographer acknowledges is coupled with an interest.
(b) AGENCY CANNOT ACCEPT LIABILITY FOR LOSS OR DAMAGE OF IMAGES WHILE IN
THEIR POSSESSION. Truly rare and irreplaceable "one of a kind" Images should
only be provided to the Agency in the form of appropriately labeled,
reproduction quality duplicates. The Photographer hereby releases the Agency
from any liability to the Photographer, his /her heirs or assigns for any
loss or damage to the images unless caused by the Agency's gross and willful
negligence.
11. ASSIGNMENT/BINDING AGREEMENT: This agreement may not be assigned by
either party, either voluntarily or by operation of law, without the prior
written consent of the other party. This agreement shall be binding upon the
Photographer, the Agency, and their respective heirs, executors,
administrators, successors, and assigns. In the event of the Photographer's
death, his or her estate or heirs or successors shall be bound by the terms
of this agreement. The Photographer's estate shall then receive the payments
which would have accrued to the photographer, upon providing the Agency with
proper written authority, legally recognized, as to whom payments are to be
made.
12. AMENDMENTS: This agreement incorporates the entire understanding of the
parties and may not be amended, modified or changed in any respect unless the
change is reduced to writing and signed by each of parties hereto.
13. ARBITRATION: This agreement is executed and is intended to be performed
in the State of Utah, and the laws of the State of Utah shall govern its
interpretation and effect. Any controversy or claim arising out of or
relating to this agreement or the breach thereof shall be settled by
arbitration in Salt Lake City, Utah, under the rules of the American
Arbitration Association, if the two parties are unable to agree to
arbitration terms within 30 days of initial notification that a dispute
exists. Judgement on any arbitration award may be entered in any court
having jurisdiction.
IN WITNESS WHEREOF the parties have executed this agreement on the day and
date first set forth above.
__________________________________ __________________________________
Agency Representative Photographer's signature
THE STOCK SOLUTION
__________________________________
Name
__________________________________
Address
__________________________________
Alternate name and address for
notices and delivery of statements __________________________________
for the Photographer: Business telephone
__________________________________ __________________________________
Home telephone
__________________________________ __________________________________
Fax telephone
__________________________________ __________________________________
Social Security or tax I.D. #