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Licensing Guide - ASMP Paperwork Share

Retail example - Terms

Due to anti-trust laws, ASMP cannot set or suggest prices, but we can share information provided to us by our generous members. The ASMP Paperwork Share provides a look at the terms, licenses and pricing details of actual jobs.

 

DWIGHT CENDROWSKI PHOTOGRAPHY LLC AGREEMENT FOR PROFESSIONAL SERVICES AND USE OF IMAGES

  1. Parties; Effective Date. This professional services and license agreement ("Agreement") is between Dwight Cendrowski Photography LLC, with offices at 2870 Easy Street, Ann Arbor, Michigan 48104 ("DCP") and the entity identified in Schedule A ("Client"). This Agreement is effective on the date last signed.

     

  2. Purpose of Agreement. DCP provides professional photographic and videographic services and licenses copyrights in its images and videos, including the works described in Schedule A ("Works"). Client desires to retain the professional services of DCP and to use the Works as set forth in this Agreement.

     

  3. Description of Services. DCP shall provide the professional services described in Schedule A ("Services"). Schedule A is hereby incorporated and made a part of this Agreement. Client is entitled to send representatives to the location where DCP shoots the Works in order to provide additional input to DCP as to the "look" Client seeks to achieve in the Work; if Client does not send a representative, Client may not later reject the Works as nonconforming.

     

  4. Fees. Client shall pay (a) all fees twenty one (21) days after the date of the invoice from DCP; (b) in advance any expenses and Production Charges (identified in Schedule A) requested by DCP; (c) a late fee of ten percent (10%) per month for all overdue amounts and all fees and expenses (including attorneys' fees) incurred by DCP to secure payment from Client of overdue amounts; (d) Production Charges associated with any re-shooting of the Works required for any reason. The license to use Works is revocable by DCP if Client fails to pay fees due. If Client cancels this Agreement for any reason other than an uncured breach by DCP (including reasons not under the control of Client, such as the weather), Client shall pay (a) all expenses incurred by DCP and all noncancellable expenses, and (b) all professional fees earned as of the date of cancellation, and (c) one hundred percent (100%) of the Creative Fee identified in Schedule A; provided however if the notice of cancellation is given at least three (3) business days prior to the shoot, Client shall pay only fifty percent (50%) of the Creative Fee.

     

  5. Grant of License; Liquidated Damages. DCP retains all copyrights in the Works (unless the parties separately enter into a written assignment of copyright). The sole use granted to Client relating to the Works is set forth in Schedule A, including whether Client may reproduce copies, combine with other materials, digitize, post on the Web or company intranet, publicly distribute copies, or create derivative works; the duration of such rights, and the geographic territory of use. The license may not be transferred, sublicensed, or assigned. All uses not expressly licensed are reserved to DCP. Client shall use the following notice on all copies of the Works distributed or electronically posted: "© 2005 Dwight Cendrowski. All Rights Reserved. This material may not be copied, adapted, distributed, or electronically posted without the written permission of Dwight Cendrowski Photography LLC." Without electing any remedies, Client shall pay a liquidated damages fee of three (3) times the "Creative Fee" set forth in Schedule A if Client uses the Works without the copyright notice and attribution set forth in this Section 5.

     

  6. Representations and Warranties; Client Indemnification. Client represents and warrants it (a) has the legal authority to provide DCP with the materials identified in Schedule A, (b) has secured the legal permission to use the likeness, voice, and all other rights of publicity and personality of all persons appearing in the Works and shall provide a copy of such written releases to DCP, (c) shall use the Works only as set forth in this Agreement, (d) assumes all costs associated with the activities set forth in Schedule A, and (e) shall provide DCP with copies of all materials it creates using the Works. Client hereby indemnifies, holds harmless, and agrees to defend DCP and its agents from any third party claims inconsistent with the foregoing representations and warranties, and shall pay currently all expenses, fees, costs, damages, and settlements relating to such claims. DCP represents and warrants that all services shall be provided by professional photographers; other than the foregoing, DCP makes no other representations or warranties, express or implied. The parties agree that if the medium or the print quality of any Works delivered by DCP are defective, DCP shall not charge Client a Creative Fee to re-shoot the Works and Client shall pay for all expenses associated with the re-shoot.

     

  7. Limitation of Liability for Damages. Neither party shall be liable for indirect, special, or consequential damages arising out of this Agreement, or for loss of revenues or loss of profits, under any theory of recovery, including contract, warranty, negligence or strict liability. In no event shall DCP be liable for damages in excess of the revenues received in connection with this Agreement. Nothing in the foregoing limits direct damages, actual damages, or statutory damages to which a party may be entitled.

     

  8. Termination. DCP may terminate this Agreement and license if Client fails to timely pay required fees, uses the Works in any manner not expressly authorized, breaches this Agreement, or if it is subject to liquidation, bankruptcy, insolvency, merger, acquisition or other change of ownership or restructuring. Termination shall be effective ten (10) days after receipt by Client of written notice. Upon termination, Client shall promptly pay DCP all fees due through the date of termination and shall immediately discontinue use of the Works. In the event of litigation the prevailing party shall be entitled to an award of attorneys' fees and expenses. The remedies accorded DCP are cumulative and in addition to those provided by law.

     

  9. General Provisions. This Agreement is made and performed in Washtenaw County, Michigan and shall be governed by the laws of the State of Michigan and the copyright law of the U.S. It contains the entire understanding of the parties with respect to the use of the Works and scope of services, including any oral promises; provided, however, that DCP is allowed to rely upon any oral instructions from Client at the photo shoot which instructions are later reduced to writing. The relationship of the parties is that of independent contract and shall not be deemed to create any joint venture, association, or partnership.

     

Fax to 734.971.9232

 

AGREED AND ACCEPTED:

Dwight Cendrowski Photography, LLC and

Client's Name

By: Name Date

Signature Printed

 

ASMP is not responsible for any of the specific content of the material provided by individual photographers for the ASMP Paperwork Share.