This contract (the "Contract") provides details for the engagement (the "Services") of Acme LLC (the "Photographer") for Sample Client (the "Client" and together with Photographer, the "Parties"), dated as of [Insert Date]. The Services will be provided at the specified place (the "Venue") at the time and date described below (the "Event").
As a condition of the Client hiring the Photographer and other valuable considerations, the Parties to this Contract agree as follows:
Event Date & Time Venue Location
[EVENT DATE] [EVENT TIMEFRAME] [EVENT ADDRESS]
1. Services & Payment.
1.1 Services. The Client is hiring the Photographer to do the following: [SCOPE OF WORK]
1.2 Schedule. The Photographer will provide their Services at the specified Event. They will continue to work until their Services are completed, including any editing, file transfer or otherwise required by the Photographer after the specified Event.
1.3 Payment. The Client will pay the Photographer a total fee of [PAYMENT RATE] (USD). Of this, the Client will pay the Photographer a non-refundable retainer fee of [DEPOSIT AMOUNT] (USD). The Client will also pay any applicable taxes, other than the Photographer's income tax.
1.4 Expenses. The Photographer may require payment from the Client for any agreed-upon, non-cancellable expenses or deposits. Expenses must be confirmed by the Client in advance if additional payment is required.
1.5 Invoices. The Photographer will invoice the Client for the non-refundable retainer fee after both parties sign this Contract. The remaining amount owed will be invoiced before the Event. If the full payment is not received by the Photographer before the Event begins, the Photographer will not be expected to provide Services at the Event.
1.6 Late Payment. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of [LATE FEE PERCENT]% per month on the outstanding amount.
2. Ownership & Licenses.
2.1 Client Owns All Work Product. As part of this job, the Photographer is creating "work product" for the Client. The Photographer hereby gives the Client this work product once the Client pays for it in full and the Services have been provided. This means the Photographer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Photographer also waives its moral right to the integrity of the work product. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Photographer's Use Of Work Product. Once the Photographer gives the work product to the Client, the Photographer does not have any rights to it, except those that the Client explicitly gives the Photographer here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Photographer each time it publishes the work product.
3. Representations.
3.1 Overview. This section contains important promises between the parties.
3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
3.3 Photographer Will Comply With Laws. The Photographer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.
3.4 Work Product Does Not Infringe. The Photographer promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Photographer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Photographer has entered into or will enter into with someone else.
3.5 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Photographer if the Photographer has questions regarding their Services, and to provide timely feedback and decisions.
3.6 Client-Supplied Material Does Not Infringe. If the Client provides the Photographer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.
3.7 Disclaimer. The Photographer disclaims all implied warranties, representations and conditions, including those that may be implied by statute, a course of dealing or a usage of trade. The only warranties, representations and conditions that the Photographer makes are those that are expressly set out in this Section "Representations".
4. Services, Venue & Event Changes.
In the event there are changes to the Venue, Event or required Services, the Photographer reserves the right to require additional payment or change fees. They may terminate this Contract at their own discretion if they are unable to provide Services due to these changes.
Any changes to the Services, Venue and Event must be approved by the Photographer. If the Client requires changes that the Photographer is unable to provide, the Client may not be entitled to any non-refundable fees.
5. Term & Termination.
5.1 Termination Notice. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end immediately. The party that is ending the Contract must provide notice by taking the steps explained in Section "Notices". The Photographer must immediately stop working as soon as it receives this notice, unless agreed otherwise.
5.2 Client Cancellation. In the event of cancellation by the Client, the retainer paid is non-refundable due to the Photographer reserving their date on behalf of the Client. The Client will pay the Photographer for the work done up until when the Contract ends and will reimburse the Photographer for any agreed-upon, non-cancellable expenses.
5.3 Photographer Cancellation. In the event of cancellation by the Photographer outside of the conditions outlined in Section "Services, Venue & Event Changes", the Photographer will refund the Client any payments minus any agreed-upon, non-cancellable expenses previously paid to provide their Services.
5.4 Effective Term. The following sections don't end even after the Contract ends: Ownership & Licenses; Representations; Limitation of Liability; Indemnity; and General.
6. Independent Contractor.
The Client is hiring the Photographer as an independent contractor. The following statements accurately reflect their relationship:
- The Photographer will use its own equipment, tools, and material to do the work.
- The Client will not control how the job is performed on a day-to-day basis. Rather, the Photographer is responsible for determining when, where, and how it will carry out the work.
- The Client will not provide the Photographer with any training.
- The Client and the Photographer do not have a partnership or employer-employee relationship.
- Neither the Photographer nor the Client can enter into contracts, make promises, or act on behalf of the other.
- The Photographer is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
- The Photographer is responsible for its own income taxes.
- The Client will not withhold income tax or make payments for unemployment insurance or workers compensation for the Photographer or any of the Photographer's employees or subcontractors.
7. Limitation of Liability.
Neither party is liable for the other party's lost profits, lost savings or lost business, or for other for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this contract. Except where a party indemnifies the other as described in Section "Indemnity", neither party will be liable to the other, for breach of contract, negligence or otherwise, in an amount that is more than the Client is obligated to pay the Photographer under this contract.
8. Indemnity.
8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Photographer or both. For example, if the Client gets sued for something that the Photographer did, then the Photographer may promise to come to the Client's defense or to reimburse the Client for any losses.
8.2 Client Indemnity. In this Contract, the Photographer agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim that the work product or background IP infringes the third party's intellectual property rights.
8.3 Photographer Indemnity. In this Contract, the Client agrees to indemnify the Photographer (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding that any material provided by the Client to incorporate into the work product infringes the third party's intellectual property rights.
9. General.
9.1 Assignment. This Contract applies only to the Client and the Photographer. The Photographer cannot assign its rights or delegate its obligations under this Contract to a third-party without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Photographer's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
9.2 Modification; Waiver. To change anything in this Contract, the Client and the Photographer must agree to that change in writing. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
9.3 Notices.
- Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
- The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
9.4 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
9.5 Signatures. The Client and the Photographer may sign this document using electronic signature software such as Bonsai. These electronic signatures count as originals for all purposes.
9.6 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.
9.7 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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