.OFFICIAL LICENSING CONTRACT.
TERMS AND CONDITIONS
The client (the "Client") is hiring AlanAdetolArts LLC (the "Photographer") to provide photographic services. The following sets forth the agreement (the "Agreement") between these two parties and binds them both.
Scope of work: The Photographer may decline, or charge additionally for, services or deliverables that the Photographer reasonably deems to be beyond the previously discussed Scope of Work.
Ownership of the work: Perpetual and irrevocable except as provided in the “Termination” section below.The granting of any license is conditioned on the Photographer being paid the full amount of this Agreement. The Photographer reserves all rights in the work produced under this Agreement that are not expressly granted to the Client.
Payment: A deposit fee is due at the signing of this Agreement. This is a non-refundable deposit made in consideration of the reservation of the Photographer’s time. The Client will reimburse the Photographer for reasonable expenses with prior approval. The Photographer will be solely responsible for the Photographer’s expenses in connection with this Agreement. Upon completion of the work, the Photographer will invoice the Client for any amount due. Payment is due within 10 days of the invoice date. As specified in the invoice. Any amount not received by its due date will collect interest at $25 per day, or the legally allowable maximum if this amount exceeds it.
Confidential Information: Any information supplied by one party to the other marked as “Confidential” must be used only for the purposes of this Agreement and must not be disclosed to other parties without the discloser’s prior written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the Agreement terminates, the Photographer must return to the Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.
Independent Contractor Relationship: The Photographer is an independent contractor, not an employee or partner of the Client. The Photographer is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor.
LIMITED WARRANTY: PHOTOGRAPHER WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS FREELANCER FROM ENTERING INTO THIS AGREEMENT, AND THAT TO FREELANCER’S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LIMITATION OF LIABILITY: UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF PHOTOGRAPHER’S TOTAL FEES UNDER THIS AGREEMENT.
Termination: If either party materially breaches this Agreement, the non-breaching party may terminate the Agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 5 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the Agreement shall terminate except with respect to those obligations that are noted herein as surviving termination. If the agreement terminates for any reason other than a material uncured breach by the Photographer, then the Photographer is immediately entitled any unpaid fees prorated for the portion of the work completed at the time of termination. The previously mentioned payment obligation, and any payment obligations pending at termination, survive termination. Upon termination, any license the Client has in the work is immediately revoked.
Releases: The Photographer is solely responsible for obtaining any model or location releases required for the commercial use of the photographs taken under this Agreement.
Miscellaneous: This Agreement is between the Client and the Photographer, and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other. This is the parties’ entire Agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent.
The laws of the state of New York govern this Agreement and any disputes arising from it must be handled exclusively in courts in that state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorneys’ fees.