For the purpose of this agreement “the Agency” and “the Advertiser” shall where the context so admits include their respective assignees, sub-licensees in the title. In cases where the Photographer’s client is a direct client (i.e. with no agency or intermediary), all references in this agreement to both “the Agency” and “the Advertiser” shall be interpreted as references to the Photographer’s client.
“Photographs”, means all photographic material furnished by the Photographer, whether transparencies, negatives, prints or any other type of physical or electronic material.
2. COPYRIGHT The entire copyright in the Photographs is retained by the Photographer at all times throughout the world.
3. OWNERSHIP Title to all Photographs remains the property of the photographer.
4. USE The Licence to Use comes into effect from the date of payment of the relevant invoice(s). No use may be made of the Photographs before payment in full of the relevant invoice(s) without the Photographer’s express permission. Any permission which may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Agency is put into receivership or liquidation. Where use is restricted in the Agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee, to be mutually agreed.
5. EXCLUSIVITY The Agency and Advertiser will be authorised to publish the Photographs to the exclusion of all other persons. Unless specifically excluded the photographer retains the right in all cases to use the Photographs in any manner at any time and in any part of the world for any usage to be exploited in any media in perpetuity and for advertising or otherwise promoting his/her work. After the exclusivity period indicated in the Licence to Use the Photographer shall be entitled to use the Photographs for all purposes.
6. CLIENT CONFIDENTIALITY The Photographer will keep confidential and will not disclose to any third parties or make use of material or information communicated to him/her in confidence for the purpose of photography, save as may be reasonably necessary to enable the photographer to carry out his/her obligations in relation to the commission.
7. INDEMNITY The Photographer agrees to indemnify the Agency and the Advertiser against all expenses, damages, claims and legal costs arising out of any failure by the Photographer to obtain any clearances for which he/she was responsible in respect of third party copyright works, trade marks, designs or other intellectual property. The photographer shall only be responsible for obtaining such clearances if this has been expressly agreed before the shoot. In all other cases the Agency shall be responsible for obtaining such clearances and will indemnify the Photographer against all expenses, damages, claims and legal costs arising out of any failure to obtain such clearances.
8. PAYMENT Payment by the Agency will be expected for the commissioned work within 30 days of the issue of the relevant invoice.
9. EXPENSES Where extra expenses or time are incurred by the photographer as a result of alterations to the original brief by the Agency or the Advertiser, or otherwise at their request, the Agency shall give approval to and be liable to pay such extra expenses or fees at the Photographer’s normal rate to the Photographer in addition to the expenses shown overleaf as having been agreed or estimated.
10. REJECTION Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
11. CANCELLATION & POSTPONEMENT A booking is considered firm as from the date of confirmation and accordingly the photographer will, at his/her discretion, charge a fee for cancellation of postponement.
12. RIGHT TO A CREDIT If the box on the estimate and the licence marked ‘Right to a Credit’ has been ticked the Photographer’s name will be printed on or in reasonable proximity to all published reproductions of the Photograph(s). By ticking the box overleaf the Photographer also asserts his/her statutory right to identified in the circumstances set out in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any amendment or re-enactment thereof.
13. SUPPLY TO THIRD PARTIES The licence only applies to the advertiser and product as stated on the front of the form.
14. APPLICABLE LAW This agreement shall be governed by the laws of United States of America.
15. VARIATION These Terms and Conditions shall not be varied except by agreement in writing.