Exclusive Stock Photo Agency Agreement by Megadox


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This Agreement made effective as of the ____ day of __________, 20__, between:

                                     [address of agency]
                                       (the “Agency”)


                               [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

      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

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.

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

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

       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
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