Use this easy template to prepare an Exclusive Stock Photo Agency Agreement for photographers who provide photographic images for licensing on a stock photo website.
- The photographer appoints the stock photo agency as his/her exclusive worldwide agent for licensing his/her photographs.
- The photographer agrees not to sell or license any photographs directly to any of the agency's clients.
- The agency has the right to set the pricing and the terms and conditions of licensing.
- The stock photo agency and its licensees have the right to alter the size, shape, content or form of the photos as they deem necessary.
- The agency must take adequate precautions to protect the photographer's copyright and other intellectual property rights, and to protect and preserve the photographs from loss or damage.
- The photographer agrees to make regular submissions of new high quality photos.
- The file includes a form of Photo Delivery Memo to be used by the photographer when submitting each new batch of photographs.
This Exclusive Stock Photo Agency Agreement template is available as a fully customizable Microsoft Word document.
EXCLUSIVE PHOTOGRAPHER AGENCY AGREEMENT This Agreement made effective as of the ____ day of __________, 20__, between: [INSERT NAME OF PHOTO LICENSING AGENCY] [address of agency] (the “Agency”) and [INSERT NAME OF PHOTOGRAPHER] [address of photographer] (the “Photographer”) WHEREAS the Photographer wishes the Agency to act as the Photographer’s exclusive agent, and the Agency wishes to act on behalf of the Photographer, with respect to licensing the Photographer’s photographs to the Agency’s clients; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: 1. Grant of Authority 1.1 Appointment. The Photographer hereby appoints the Agency, and the Agency hereby accepts such appointment, as the Photographer’s exclusive agent world-wide with respect to licensing the photographs submitted to the Agency by the Photographer. 1.2 Discretionary Selection. The Agency shall have the right to select from the photographs submitted by the Photographer only such photographs as it, in its sole discretion, deems suitable for inclusion in its stock library. The Agency will use its best efforts to promptly return to the Photographer all photographs not retained for inclusion in its library. 1.3 Restriction on Competition. The Photographer agrees, as a material condition of this Agreement, not to sell or license any photographs directly to any clients introduced to the Photographer by the Agency. 1.4 Pricing. The Photographer grants the Agency the right to determine, in its complete and sole discretion, the terms, conditions, and pricing of photographs licensed to its clients, except in the event of an outright purchase, in which case the Agency agrees to consult with the Photographer with respect to a suitable purchase price, prior to the completion of such transaction. 1.5 Discretion as to Lawsuits. The Agency shall have the sole authority to determine if, and when, any such legal action shall be pursued in regard to the photographs, whether for copyright infringement, loss, damage, or any other reason, and shall have complete discretion regarding its choice of legal counsel. Settlements shall not be subject to the Photographer’s prior approval. After deduction of legal expenses, all funds recovered shall be divided in the same manner as set forth in Paragraph 6. 1.6 Publication. The Agency shall have the right, but shall not be obligated, to select any photograph for publication in a promotional catalogue, CD-ROM, or other promotional medium. In the event -2- that the Agency publishes a photograph in a catalogue or CD-ROM, it agrees to make and distribute multiple copies of all catalogues and/or CD-ROM photographs and shall have the right to copyright the catalogue and/or CD-ROM in its name. Such copyright shall specifically cover the catalogue or CD-ROM photographs, but the Agency will assign the copyright for any of the Photographer’s photographs to the Photographer. It is understood that the catalogue or CD- ROM photographs herein referred to will be cleared by the Agency with the Photographer prior to publication of same. 1.7 Right to Alter Photographs. The Photographer agrees that the Agency and any of its permitted licensees shall be permitted to crop, alter, or otherwise change the size, shape, content, and/or form of the photographs, as they deem necessary. 2. Length of Agreement; Termination; Renewal 2.1 Initial Period. The initial period of this Agreement shall be for a period of ________ (#) years, commencing on __________ [insert date]. Photographer agrees that all photographs submitted will remain with the Agency during the initial period. 2.2 Renewal Period(s). Due to the anticipated long term nature of the relationship between the parties, and the Agency’s substantial investment in publicity, editing of photographs and other actions the Agency will take on behalf of the Photographer, this Agreement shall automatically renew itself for consecutive ________ (#) year renewal periods, unless written notice of termination in is given in accordance with paragraph 2.3. 2.3 Termination. Either party shall have the right to terminate this Agreement at the expiration of the initial period, or the expiration of any renewal period, by sending a written notice of its intent to terminate the Agreement to the other party at least ______ (#) days prior to the expiration of such period. 3. The Agency’s Obligations 3.1 Licensing. The Agency shall use its best efforts to license the Photographer’s photographs and to charge and collect all fees charged for such licensing, including the costs of collection and reasonable legal fees, if the Agency deems it appropriate to take legal action in order to collect the licensing fees. 3.2 Processing of Photographs. The Agency shall process all photographs submitted by the Photographer. Each image that is not provided by the Photographer in digital form will be scanned and retained on the Agency’s computers for licensing to its clients. 3.3 Protection of Photographs. The Agency shall ensure that its contracts with clients contain adequate provisions to protect the Photographer’s copyright and other intellectual property rights in the photographs, pursuant to applicable law. 3.4 Handling and Preservation. The Agency shall take reasonable efforts to protect and preserve the photographs and will exercise reasonable care in handling the Photographer’s photographs. 3.5 Statements and Royalty Payments. The Agency will provide the Photographer with [choose appropriate option: monthly / quarterly] statements itemizing all license fees collected on behalf of the Photographer, together with a check payable to the Photographer, representing the Photographer’s royalties for the reporting period. -3- 4. The Photographer’s Obligations 4.1 Obligation to Make Regular Submissions. The Photographer agrees to submit to the Agency sufficient amounts of high quality, new photographic material on a regular basis, so as to enable the Agency to continuously add photographs to its library. 4.2 Caption and Release Information. The Photographer shall accurately caption all photographs submitted to the Agency and shall affix the proper copyright notice in accordance with the Agency’s guidelines. The Photographer shall also indicate the existence of a model or property release by writing “MR” or “PR” directly upon the photo’s mount. In the absence of such indication, it will be assumed that the photograph is not releasable for all uses. Upon, request, the Photographer will deliver to the Agency a true copy of any model or property release, if indicated. 4.3 Indemnification and Setoff. The Photographer agrees to indemnify the Agency from any and all damage incurred by the Photographer, as well as any of its clients or third parties, in connection with the breach of any of its obligations hereunder, including, but not limited to, use of an improperly marked photograph, erroneous caption information, model or property release designation, ownership, right of privacy claims, right to publicity claims, or otherwise, and agrees that the Agency may deduct any sums due to the Photographer, and may retain the photographs, until all payments due under this indemnification, or pursuant to any other provision of this Agreement, are paid in full. 5. Warranties of the Photographer The Photographer hereby represents and warrants to and with the Agency as follows: 5.1 Ownership. That the Photographer is the sole and exclusive owner of, and has the sole and exclusive right to license, all photographs submitted to the Agency and he/she has obtained all permissions necessary for the Agency to lawfully license the photographs. The photographs are, at the time of submission, and shall remain throughout the term of this Agreement, free and clear of any liens or encumbrances. 5.2 No Infringement. That no photograph submitted to the Agency and no text information indicated on a photograph’s mount, infringes on any copyright or trademark law or any right of privacy or publicity, not does it defame any person. 5.3 Originality of Images. That the photographs originally submitted hereunder, and all subsequent submitted photographs, whether submitted in digital form, or on original negatives are the property and work of the Photographer. The Photographer may be asked to produce proof of originality on all digitally submitted images. 5.4 Authority. That the Photographer has the right and authority to enter into this Agreement, and to perform its obligations hereunder. 6. Compensation 6.1 Royalties. The Photographer will be paid a royalty calculated as _________ percent (%) of all the total license fees that the Agency receives as a result of licensing the Photographer’s photographs. All fees to be paid to the Photographer will be paid by check within _________ days (#) following the end of each [choose appropriate option: calendar month / calendar quarter], unless the Photographer’s fees total less than _________ DOLLARS ($______), in which case the Agency -4- may postpone payment until the next payment period, or until such time as the Photographer’s fees exceed _________ DOLLARS ($______). 6.2 Deduction for Cancellation. In the event that the Agency is required to refund or write off any part of a payment received or accrued from a client for licensing a photograph, the Photographer specifically authorizes the Agency to deduct any such overpayment or uncollected fee from any subsequent amount due to the Photographer. 6.3 Compensation Subsequent to Termination. The Photographer acknowledges that his/her photographs may be out of the Agency’s possession for some time subsequent to the termination of this Agreement. Moreover, it is possible that a client will re-use, or be billed for a re-use of the Photographer’s photo subsequent to the Termination of the Agreement. Accordingly, it is specifically agreed that the Agency is authorized to collect and retain its normal commission for any sale, lease, or release of any right to a photograph which may take place after this Agreement is terminated for any reason. 7. Duplicates The Agency has the right to produce and market duplicates of the Photographer’s photographs. 8. Retrieval of Photographs 8.1 Allowable Time Period. Upon the termination of this Agreement, and upon receipt of the Photographer’s request in writing, the Agency shall use all reasonable efforts to retrieve and to turn over to the Photographer all the Photographer’s photographs in the possession of the Agency. The Photographer agrees that retrieval of all t
Pages to are hidden for
"Exclusive Stock Photo Agency Agreement"Please download to view full document