AGREEMENT made as of ___________________ by:
( D ate )
P R Photos , LL C.
4521 P GA Blvd . #336
Palm B each Ga r dens , FL 334 18
Phone: 1 -866 -551-78 27
Fax: 1-5 61-282 -9699
(Hereinafter referred to as the "Agency")
And: ____________ ________ _________ _______ _
(Na me )
____________ ________ _________ _______ _
____________ ________ _________ _______ _
(City, St ate Zip)
____________ ________ _________ _______ _
(Phone / Fa x)
____________ ________ _________ _______ _
(Hereinafter referred to as the "Photographer")
The Photographer is in the business of creating photographs. The Agency is in the Business of licensing
photographs. The Photographer and the Agency have determined that it is in their mutual interest to enter
into this Agreement in order to appoint the Agency to represent the Photographer for the licensing of the
Photographer's photographs upon such reasonable terms and conditions that the Agency can arrange and in
accordance with, as set forth in this document.
Accordingly, the parties hereto agree as follows:
1. GRANT OF AUTHORITY:
(a ) Appointment : The Photographer hereby appoints the Agency, and the Agency hereby
accepts such appointment, as the Photographer's exclusive agent worldwide with respect to licensing the
Photographs submitted to the Agency by the Photographer.
( b) Discretionary Editing: Agency shall have the right to select, from the photographs
submitted to it by the Photographer, such Photographs as it, in its sole discretion, deems suitable for inclusion
in its stock library. Agency will use its best efforts to promptly return to the Photographer all photographs not
retained for inclusion in its library.
( c) Restriction on Co mpetition: The Photographer shall be entitled to engage in assignment
photography for his own account, but Photographer agrees, as a material condition of this agreement, not to
sell or license any Photographs directly to any clients introduced either to the Photographer, or to his
Photographs, by the Agency.
(d) Discretion As to P rices: 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
prior to completing such transaction.
( e) Discretion As to Lawsuits: The Agency shall have the sole authority to determine if, and
when, any 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 attorney. Settlements
shall be not 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.
( f) Publication in Ca talogs or CD-ROM: Agency shall have the right, but not the obligation,
Photographer’s Exclusive Agency Agreement 1
to select any Photograph for publication in a promotional catalog, CD-ROM, or other promotional medium. In
the event the Agency publishes a Photograph in a catalog or CD-ROM, it agrees to make and distribute multiple
copies of all Catalog or CD-ROM Photographs and shall have the right to copyright the catalog or CD-ROM in its
name, which copyright will specifically cover the Catalog or CD-ROM Photographs, but Agency will assign the
copyright for any of Photographer's Photographs to the Photographer. It is understood that the catalog or CD-
ROM Photographs herein referred to will be cleared by the Agency with the Photographer.
( g) Right to Alter Photo grap hs: 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 or form of
Photographs as they may deem necessary.
2. LENGTH OF AGREEMEN T:
(a ) Initial and Renewal Pe riods: The Initial Period of this Agreement shall be for five (5)
years, during which term all Photographs will remain with the Agency. Either party shall have the right to
terminate this Agreement at the expiration of the Initial Period, or any Renewal Period, by sending a written
termination notification to the other party ninety (90) days prior to the expiration of such period. 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 five (5) year Renewal Periods unless the written
termination notice referred to above is timely received by the non-terminating party.
( b) Regarding Ca talog, or CD-RO M Photo graphs: Photographer agrees that the agency
may retain Catalog or CD-ROM photographs (1) for the longer of a period of ten (10) years from the date of
the publication of the catalog or CD-ROM, or (2) as long as the catalog or CD-ROM containing the
Photographer’s Photographs remains in print. The Agency shall also have the right to license the Catalog or CD-
ROM Photographs and retain its agreed upon compensation for the same period of time.
3. THE PHOTOGRAPHER'S OBLIGATION:
(a ) 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.
( b) Caption and Release Info rma tion: 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 on the Photo's mount. Absent such indication, it is assumed that the Photograph
is not released for all uses. Upon request, the Photographer will deliver to the Agency a true copy of any model
or property release indicated to exist.
( c) Indemnification and Setoff: The Photographer agrees to indemnify the Agency from any
and all damage incurred by it, any of its clients, or third parties in connection with the breach of any of his
obligations hereunder, including, but not limited to use of an improperly marked Photo, erroneous caption
information, model or property release designation, ownership, right to 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.
4. WARRANTIES OF THE PHOTOGRA PHER:
(a ) Owne rship: That he is the sole and exclusive owner of, and has the sole and exclusive right
to license, all Photographs submitted to the Agency and he has obtained all permissions necessary for the
Agency to lawfully license the Photographs. The Photographs are at the time of submission, and shall remain,
free and clear of any liens or encumbrances.
( b) No Infringeme nt: 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, nor does it defame anyone.
( c) Originality of Images: The Photographer and subsequent submitted photographs,
whether submitted in digital form, or on original negatives are the property and work of the submitting
Photographer. The photographer may be asked to produce proof of originality on all digitally submitted images.
( d) Autho rity: That Photographer has the right and authority to enter into this Agreement and
to perform his obligations hereunder.
5. OBLIGATIONS OF A GENC Y:
Photographer’s Exclusive Agency Agreement 2
(a ) Licensing: It shall use its best efforts to license the Photographer's Photographs and to
charge and receive reasonable fees for such licensing. Agency will use its best efforts to collect all fees
charged for licensing the Photographer's Photographs, including the retention of an attorney for collection, if it
deems it appropriate.
( b) Processing of Photog raphs: It shall process all photographs submitted by the
Photographer. Each image, unless given in digital form, will be scanned and retained on the Agency’s
computers for licensing to its clients.
( c) Protec tion of P hotog raphs: In agreements with clients, it shall require that the
Photographs be protected by copyright, pursuant to the applicable law.
( d) Handling and Prese rva tion: It shall take reasonable efforts to protect and preserve the
Photographs and will exercise reasonable care in handling the Photographs.
( e) State men ts and Royalty Payments: Whenever fees are received on the Photographer's
behalf, the Agency will provide the Photographer with monthly or quarterly statements itemizing the license
fees due the Photographer along with Photographer's royalties.
6. COMPENSATIO N:
(a ) 50% Of Billed & Received Amount: The Photographer will be paid fifty percent (50%)
of all the total License Fees that the Agency receives as a result of its licensing Photographer’s Image(s). All
fees to be paid to Photographer will be paid by check, on a monthly basis, within fifteen (15) days following
the end of each month, unless Photographer’s fees for the month total less than twenty-five dollars ($25.00).
If Photographer’s fees in any one month total less than twenty-five dollars ($25.00), the Agency may
postpone payment until the next month, or until such time as Photographer’s fee exceeds twenty-five dollars
($25.00). If Photographer’s share is less than twenty-five dollars ($25.00) for any three consecutive months,
the Agency shall remit Photographer’s share at the close of the third such month.
( b) Deduction for Ca ncellation: 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 Agency is
specifically authorized to deduct any such overpayment or uncollected fee from any subsequent amount due
( c) Compensa tion Subsequent to Termina tion: The Photographer acknowledges that his
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 reuse, or be billed for a reuse of the Photographer's Photo
subsequent to the termination of this 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.
The Agency has the right to produce and market duplicates of the Photographer's Photographs.
8. RETRIEVAL OF PHOTOGRAPHS:
(a ) Allowable Time Period: Upon the termination of this Agreement, if the Photographer
requests the Agency to do so in writing, the Agency shall use all reasonable efforts to retrieve and turn over to
the Photographer all the Photographer's Photographs in its possession. The Photographer agrees that retrieval
of all transparencies may take as long as one (1) year from the later of the date of the request for their return,
or the termination of the Agreement. The Agency agrees to deliver small quantities of Photographs to the
Photographer as sufficient quantities are received by it, and upon request the Agency further agrees to advise
the Photographer the image number and location of all chromes in possession of clients after six months of
termination. Retrieval and delivery to the Photographer may take as long as twelve (12) months after
termination with respect to the Photographer's Photographs in possession of clients. If Photographer requires
an accelerated retrieval, he agrees to pay for the cost of assigning special clerks to undertake such task.
(b) Agency Not Liable for Non-Retu rn: The Photographer acknowledges that the Agency
cannot obtain insurance on the Photographs in its library for any commercially reasonable cost. Accordingly,
the Photographer specifically agrees not to try and hold the Agency financially responsible for any Photographs
it cannot retrieve, for any reason, at the termination of this Agreement. The Photographer's representation
that the Agency will not be sued, nor will any damages be sought from it in the event the Agency loses or
cannot retrieve any Photograph, is a material inducement for the agency to enter into this agreement. The
Photographer is advised to either insure or duplicate any Photographs he submits to the Agency for his
protection. In the event of a breach of this provision the losing party shall bear the expenses, including legal
Photographer’s Exclusive Agency Agreement 3
fees, of the prevailing party.
9. DEATH OR DISABILITY OF THE PHOTOGRAPHER:
In the event the Photographer dies, becomes disabled or incompetent while this Agreement is in effect, the
Agency will send all payments due the Photographer to his personal representative, upon legal notification of
10. INABILITY TO LOCA TE THE PHOTOGRAPHER:
(a ) Alterna te No tice: The Agency shall use reasonable efforts to locate the Photographer in
the event statements are returned to it unclaimed. To assist the Agency in this endeavor, the Photographer
shall provide the Agency with an alternate address and person to contact on the signature page of this
( b) Retention of Billings: In the event that, notwithstanding the Agency's reasonable efforts,
the Photographer cannot be located for five years, the Agency shall have the right to retain any unclaimed
11. INDEPENDENT CON TRACTOR:
The parties hereto acknowledge that this Agreement is one of agency only. This does not constitute an
employment agreement and the Agency is acting in the capacity of an independently retained agent on the
Photographer's behalf. The Agency will not bind the Photographer contrary to the terms hereof and
Photographer acknowledges he is not an employee of the Agency and is responsible for paying all taxes due on
sums paid by the Agency. This Agreement shall not be deemed to establish a joint venture or partnership.
12. MISCELLANEOUS PR OVISIONS:
(a ) Limitations o n Assignmen t: The Agency will not assign this Agreement without the prior
written consent of the Photographer but the Agreement may be assumed by any corporation which succeeds
the Agency due to a merger or reorganization. The Photographer acknowledges this is an agreement for
personal services and may not be assigned by him.
( b) Binding Natu re: Except as may otherwise be provided herein, this Agreement shall be
binding upon and shall inure to the benefit of the respective heirs, executors, administrators, successors and
assigns of each of the parties hereto.
( c) Entire Ag ree ment: This Agreement incorporates the entire understanding of the parties
concerning the subject matter contained herein and all prior understandings, representations, discussions, or
customs, whether written or oral, are specifically merged herein. This Agreement may not be modified,
amended or otherwise changed in any respect except by a separate writing signed by both parties and no trade
customs or usage of the trade shall affect this Agreement or its conditions.
( d) Governing La w: This Agreement, and all matters collateral thereto, shall be construed
according to the laws of the State of Florida, without any regard to conflict of laws provisions an any
controversy arising hereunder shall be litigated solely in a court of competent jurisdiction in Florida.
( e) No Waive r of Breac h: The Agency's failure to insist upon the strict performance of any
term or condition of this Agreement, or to exercise any right or remedy available on a breach thereof, shall not
constitute a waiver of any such breach. No waiver, alteration or modification of any term or condition required
to be performed or observed by the Photographer, nor any waiver of any breach by Photographer shall be
effective or binding on the Agency except by a written instrument executed by it, and no oral modification of
this Agreement is permitted or authorized to be effected by any employee of the Agency.
( f) Terms: If any term or provision of this Agreement shall be capable of two constructions,
one of which would render the term or provision valid and the other of which would render the term or
provision invalid, then the construction which renders the term or provision valid shall be deemed to be binding
upon the parties. Any partial or complete invalidity or unenforceability of any provision of this Agreement shall
not be deemed to modify or affect any other term or provision.
( g) Captions: Captions of paragraphs are for convenience of reference only and shall not be
deemed to amend, modify or construe any term or provision.
13. DELIVERY OF PHOTOGRAPHS:
(a) Delivery Memo: The photographer shall affix a delivery memo with his/her submission to the agency.
Included in the delivery memo should be the photographer’s source numbers, as well as an accurate caption. (see d)
(b) Online Digital Delivery: The fastest and most efficient means of submission is through the
photographer’s online area. All images must be captioned using Photoshop and all guidelines for “tagging” images are
stated in the help section of the website. Resolution and size of images must be no less than 1 megabyte in size, and the
Photographer’s Exclusive Agency Agreement 4
preferred resolution is 2400 pixels by 3000 pixels.
(c) CD Submissions: Photographers with large numbers of digital images may submit images on CD.
All images should be submitted in high resolution. Resolution and size of images must be no less than 1 megabyte in
size, and the preferred resolution is 2400 pixels by 3000 pixels.
(d) Original Negatives: The photographer agrees that all photographs submitted to the agency be
unmounted. The only exception will be 35mm film which can be left in the mount.
(e) Photographer Name: The photographer agrees that all photographs submitted to the agency must
contain the photographer’s name.
(f) Caption Information: The photographer agrees that all images submitted to the agency must be
accurately captioned. The photographer must give every photograph an exact title. E.g. a photograph of a “Keanu
Reeves” must be captioned “Matrix Reloaded Premiere” not just “Keanu Reeves.”
(g) Location Information: The photographer agrees that all images submitted to the agency that depict
a certain location must identify the location in a caption. E.g. a photograph of a street must contain the name of the street
as well as the town and country where the street is located.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and date first set forth above.
PR Photos, LLC. Photographer
Scott Burkhead, Manager
Soc. Sec. #/ Tax ID
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