Parties: Known as "Vendor" Pro Corporate Photography, by JTRD LLC Email: procorporatephotography@gmail.com Web: http://procorporatephotography.com/ Phone: (240) 979-9111 and Known as "Client" Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties." Purpose of the Agreement Client wishes to hire the Vendor to provide services relating to Client as detailed in this Agreement. Vendor has agreed to provide such services according to the terms of this Agreement. This agreement contains the entire understanding between the Vendor and the Client. It supersedes all prior and simultaneous agreements between the Parties. The only way to add or change this agreement is to do so in writing, signed by all the Parties. If the Parties want to waive one provision of this agreement, that does not mean that any other provision is also waived. The party against whom a waiver is sought to be effective must have signed a waiver in writing. Coverage The Vendor and the Client agree that this agreement shall commence on and that same shall terminate on. Page 1 of 7
Services Vendor shall provide Client with the following services and/or products ("Services"): Headshot portrait photography Time in front the camera minutes Headshot coaching using our live preview system Services performed to a high technical quality to meet the needs of web and print Services performed using strobes, metering, FULL FRAME Nikon DSLR, Nikon telephoto lens. Selection of one image at Hi-Resolution available after the shoot Use of one image at Hi-Resolution resolution Delivery of the one image at Hi-Resolution Delivery of proofs Price The total cost ("Total Cost") for all Services is due in full by. Deposit (non refundable retainer) A required retainer of is due at. The service fee, when due, will be reduced by the amount of the retainer. No photography will take place and no rights are granted until the retainer is paid in full. Photographer will not reserve the session date and time until paid the retainer in full. The Deposit is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Vendor for committing to provide the Services and turning down other potential projects/clients. Payment Once services are rendered, Client must pay the service fee by:. If the fee is not timely paid, Photographer may withhold Client s access to the photographic materials from the session. Also, a late payment fee of may apply. Copyright Ownership In the event that any copyrighted work(s) are created as a result of the Services provided by Vendor in accordance with this Agreement, Vendor owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Vendor and may be used in the reasonable course of Vendor s business. Exhibition Client grants Vendor permission to display selected images as an example of Vendor's work Page 2 of 7
and for entrance into photographic competitions and release all claims to profits that may arise from use of images. Release Client hereby grants to Vendor and its legal representatives and assigns, the irrevocable and unrestricted right to use and publish photographs of the client or in which the client may be included, for editorial, trade, advertising and any other purpose and in any manner and medium; to alter the same without restriction; and to copyright the same. Client hereby releases Vendor and its legal representatives and assigns from all claims and liability relating to said photographs. The Photographer retains the copyright to all images produced by the Photographer and/or the Photographer's subagreementors. If purchasing Hi-Resolution images, Clients will be given a written release to make personal copies of images. The client understands the images given cannot be used for profit or advertising and all posting of images on the internet must be acknowledged as images by the Photographer. Permitted Uses of Product(s) Vendor grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Vendor with attribution each time Client uses Vendor s property. Personal use includes, but is not limited to, use within the following contexts: 1. In photos on Client s personal social media pages or profiles; or 2. In personal creations, such as a scrapbook or personal gift; or 3. In personal communications, such as a family newsletter or email or holiday card. Photographer s Style & Discretion Client understands and agrees that Client is hiring Photographer to perform Photographer s services in Photographer s own discretion and style. Client has no authority to control the manner in which Photographer takes photos. Client has no right to rescind this Agreement in any way if Client is not satisfied with Photographer s photography. Non Disparagment For purposes of this Section, disparage shall mean any negative statements, reviews, comments, or feedback, whether written or oral, about Photographer or services provided by Photographer. Client agrees that they will not disparage Photographer, or post any negative statements, reviews, comments, or feedback about Photographer or services provided to any third party whether orally or in any written publication or online forum, chat room, or message board, including but not limited to Facebook, Twitter, and Yelp. Parties agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure to comply with this provision. Page 3 of 7
Abusive Behavior We treat all client s with the utmost respect, and ask that our clients do the same. At no time and under no circumstances whatsoever shall we tolerate abusive, violent, destructive, menacing, or harassing behavior from the client or any party acting on behalf of the client. If such behavior does occur, we will quietly and respectfully inform the client. However, if the abusive behavior does not stop, we will consider it a breach of agreement, and ask the Client to leave our studio and all remaining fees will be due immediately and on the spot, regardless of further services not commenced and without any refund of monies paid. Mutual Indemnification The Vendor agrees to indemnify and hold harmless The Client from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against The Client that result from the acts or omissions of The Vendor, The Vendor 's members, if any, and The Vendor 's agents. The Client agrees to indemnify and hold harmless The Vendor from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against The Vendor that result from acts or omissions of The Client its members, if any, and its agents. Warranty The Vendor shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable industry standards and will provide a standard of care equal to, or superior to, care used by service providers similar to The Client on similar projects. Default The occurrence of any of the following shall constitute a material default under this Agreement: a) The failure to make a required payment when due. b) The insolvency or bankruptcy of either party. c) The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d) The failure to make available or deliver the Services in the time and manner provided for in this Agreement. Remedies In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of such notice to cure the default(s). Unless waived by Page 4 of 7
a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this agreement. Force Majeure If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party reasonably timely written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. Dispute Resolution The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction. Entire Agreement This Agreement contains the entire Agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. Severability If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Page 5 of 7
Amendment This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. Governing Law This Agreement shall be governed by the laws of the State of Maryland. Notice Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the email address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. Waiver of Agreement Right The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. Assignment Neither party may assign or transfer this Agreement without the prior written consent of the nonassigning party, which approval shall not be unreasonably withheld. Page 6 of 7
Signatories This Agreement shall be signed by Joel McCune, Manager and is effective as of The Vendor Printed Name Signature Date The Client Printed Name Signature Date Page 7 of 7