This agreement is entered between M.B. PhotoIndia.com Pvt. Ltd., 474 11th Main, HAL 2nd Stage, Indiranagar, Bangalore - 560008, hereinafter referred to as "Agency" and _______________________________hereinafter referred to as "Photographer" on ___________________ (date/ month / year)
1.1. The Photographer hereby warrants and represents that he or she is the sole and exclusive owner of all transparencies, negatives, prints, digital scans, text information, and any other photographic material (hereinafter referred to as "Images") delivered to the Agency, both now and in the future. The Photographer warrants and represents that he or she has the unrestricted right to license the said Images. The Agency is appointed sales agent only, and in no way may claim ownership or any interest in the Photographer's Images.
1.2. Subject to the terms of this Agreement, Photographer grants to Agency a non exclusive worldwide license, with a right to grant sub-licenses, to use, publish, reproduce, distribute, transmit, publicly display, broadcast, exhibit, recast, digitally enhance or modify, the Accepted Images alone or in combination with any other material, in all formats or media now known or to be known in the future, for any purpose. Regardless of any modifications made by the Agency, the copyright of the Accepted Images rests with the Photographer. The Agency is specifically authorized to employ the services of Representatives, throughout the world in its licensing efforts and to permit them to exercise the same rights granted to the Agency.
1.3. Photographer grants to the Agency and its Representatives the right to use the Photographer's name and Accepted Images to promote, advertise and market Agency business; and the Photographer agrees that no compensation or further consent is due for the use of Accepted Images in promotion of Agency business. The Agency will endeavor to credit the Photographer wherever practicable.
1.4. Photographer grants to the Agency complete and sole discretion regarding the terms and conditions of licensing Accepted Images to Third Parties including the pricing and categorization of the Accepted Images. The Agency shall have complete and sole discretion as to delivery methods and distribution of the Accepted Images. Notwithstanding the foregoing, Agency acknowledges it has no right to license any transfer of copyright ownership or any license in excess of the rights granted herein. 1.5. Photographer grants Agency and its Representatives, the rights in its sole discretion to use the Accepted Images for their marketing and promotional use for which no payment shall be owed to the Photographer. Agency will endeavor to credit the Photographer wherever practicable.
2.1. Any and all use negotiations relating to existing photography, as covered by this agreement, shall be at the Agency's sole discretion without need for prior consultation with Photographer, with the exception of all rights sales. The Agency shall have sole right to determine lease fees.
3.1. The Agency shall not acquire any rights, title, or interest in or to said Images, or their use, other than as specifically set forth in this agreement. The Photographer agrees to place a valid copyright notice and his or her name upon all prints and transparencies submitted to the Agency. For digital images you need to mark the CD/ DVD with your name and total number of images. The Agency has the permission of the Photographer to take such steps as may be reasonably necessary to prosecute unauthorized use and assure the users properly protect the Photographer's copyright upon publication. The Photographer agrees to provide whatever reasonable assistance the Agency may require in performing these steps.
4.1. Photographer shall provide valid Property or Model Releases for Images depicting recognizable people, private property, or as required by Agency for licensing it for commercial and advertising use. Agency does not require Property or Model Releases for images selected for Editorial usage.
5.1. The Agency is authorized as the Photographer's agent and representative on a Non-Exclusive basis.
6.1. Agency shall remit to the Photographer a royalty of fifty percent (50%) of the Gross License Fees invoiced and reported by Agency for the licensing of Photographer's Images through its website worldwide, less any taxes, or refunds and/or thirty five percent (35%) of the Gross License Fees invoiced and reported to the Agency for the licensing of Photographer's Images by Third Parties and Representatives through any third party website or through any international Image libraries. Payment shall be made by the Agency to the Photographer no later than ninety (90) days from the date the Agency receives payment from its client. A sales statement listing all collected sales with the appropriate sum will be included with any payments.
7.1. This agreement may not be assigned by either party, either voluntarily or by operation of law, without the prior written consent of the other party. This agreement shall be binding upon the Photographer, the Agency, and their respective heirs, executors, administrators, successors, and assigns. In the event of the Photographer's death, his or her estate or heirs or successors shall be bound by the terms of this agreement. The Photographer's estate shall then receive the payments which would have accrued to the photographer, upon providing the Agency with proper written authority, legally recognized, as to whom payments are to be made.
8.1. This agreement incorporates the entire understanding of the parties and may not be amended, modified or changed in any respect unless the change is reduced to writing and signed by each of parties hereto.
9.1. This agreement is executed and is intended to be performed in Karnataka, and the laws of Karnataka shall govern its interpretation and effect. Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be settled by arbitration in the Court of Bangalore, under the rules of the Indian law, if the two parties are unable to agree to arbitration terms within 30 days of initial notification that a dispute exists. Judgment on any arbitration award may be entered in any court having jurisdiction.
10.1. The term of this agreement shall be for a period of five (05) years, and will be automatically renewed for another five (05) years unless terminated and agreed by both the parties.
Photographer represents and warrants that:
11.1. Photographer has read and understands this Agreement, and has the legal right to enter into this Agreement and perform his or her obligations hereunder;
11.2. Photographer is the sole and exclusive owner of all Accepted Images and has not assigned copyright or any other intellectual property rights in any Accepted Image or Similar Image to any Third Party;
11.3. Any Accepted Image shall not knowingly (1) infringe upon any copyright or trademark or any other intellectual property rights, right of privacy or publicity; (2) defame any Third Party; nor (3) give rise to any existing or potential claim by any Third Party
11.4. There are no sales restrictions of any kind any Accepted Images except those submitted in writing at the time of submission;
12.1. Photographer agrees to indemnify and to hold Agency and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable lawyer fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement hereunder.
12.2. Agency agrees to indemnify and to hold Photographer harmless from any claims, liabilities, losses and damages (including reasonable lawyer fees and expenses) arising from (1) any inaccuracy or any representation or warranty made by Agency.; and (2) any failure of Agency to perform any covenant or agreement hereunder.
12.3. Neither party shall be liable to the other party for indirect, incidental, consequential (including lost profits or business opportunities), special, & exemplary or punitive damages. IN WITNESS WHEREOF the parties have executed this agreement on the day and date first set forth above.
Agency Representative MB PhotoIndia.com Pvt. Ltd.
474, 11th Main,
HAL 2nd Stage,
Bangalore - 560008
Phone: +91 80 42595001/ +91 8971299670