Copyright Assignment Agreement for a Photographic Work, is executed between an Assignor (Photographer) and Assignee (Sponsor or agent/buyer), whereas Assignor transfers or sells outright, the title, interest and copyright of his copyrighted Photographic Work as Photographic Work -made-for hire or otherwise to the assignee for certain amount of money and without any royalty sharing arrangement. Such Agreements are basically in short form.
But it is necessary to understand Work on Hire concept. Generally, the photographer, who clicks the camera shutter, has the copyright ownership initially for the clicked photographs. But situation becomes different when the photograph clicked is Work-made-for Hire.
There is again difference as “work-made-for-Hire” may be employed staff of the organization and photographs were clicked during the tenure of employment. In another case, the photographer may have agreed to undertake photography for another person and may have given written undertaking that photographers are clicked “Work-made-for-Hire”. Here photographer is especially assigned/ordered to click photographs and must come under the category listed in Section 101 of the Copyright Act.
To remove confusion in future regarding ownership of the photographs, a Copyright Assignment Agreement for a Photographic Work is executed transferring the all rights, interest and title of the photographs to the person, who has assigned him to shoot the photographs. The assignee or sponsor/agent, after getting the copyrighted ownership of the Photographs, becomes the sole owner of the clicked photographs and holds the similar rights that were held by the original photographer /or copyright holder before the copyright of the photography was transferred. The agreement also protects the assignee from future copyright infringement claims from the original photographer. The assignees enjoy all rights, protections and responsibilities of a copyright holder.
Among other provisions through which all or partial rights are transferred to the producer, the agreement also have clauses of representations and warranties with the date of the agreement and signature of both parties, making it legally binding document.
Copyright Assignment Agreement for a
Photographic Work
This Assignment Agreement is entered into between ____________________________- ___(Sponsor/Agent)__________ (Artist) by the Artist’s acceptance of the terms of this Assignment Agreement and completing _________(Sponsor)’s Artist Information Form and shall become effective upon __________(“Effective Date”). Artist refers to either a photographer in his or her individual capacity or any corporate entity formed for the purpose of hiring out Artist’s services.
1. PURPOSE
This Assignment Agreement constitutes the standard terms and conditions (“Standard Terms”) under which Artist shall perform photo assignments (“Assignments”) for advertising agencies, corporations, or other entities (“Customer”) to whom ____________(Sponsor) presents, introduces, or represents Artist or Artist’s work. The specific requirements for each Assignment will be described on a separate Assignment Sheet. Each Assignment Sheet shall be accepted by the Artist and together with these Standard Terms shall constitute the entire assignment agreement (“Agreement”).
2. NEGOTIATION OF ARTIST’S SERVICES
a. Upon request from a Customer for photography services, ___________(Sponsor), at its sole discretion, may offer the photographic services of Artist, if appropriate, and request that the Artist provide an estimate of fees and expenses. The Artist has the right, but not the obligation, to accept any potential offers of assignments. If Artist is selected by __________(Sponsor)for an Assignment,_________(Sponsor) will inform the Artist.
b. ____________(Sponsor) will negotiate the terms of the Assignment with the Customer. The specific terms of the Assignment will be included on an Assignment Sheet which Artist can complete and return to _____________ (Sponsor). Artist’s acceptance of any Assignment shall mean that Artist has accepted the terms of the Assignment Sheet and all the terms negotiated by (Sponsor). Notwithstanding, Sponsor may not transfer copyright or assign any rights to any photograph without the written consent of the Artist. After the acceptance of the Assignment Sheet, Artist may communicate directly with the Customer regarding artistic direction of the Assignment and the needs of specific shots.
c. In the event that original Customer desires to license rights to the photographs in addition to the rights contemplated and agreed to at the time of the Assignment, _______Sponsor has the exclusive right to negotiate additional rights and licenses with its Customer.___________ Sponsor has the right to negotiate additional usage rights with Customer shall survive termination of the Assignment Agreement.
b. Performance of Assignment and Submission of Photographs: Artist shall perform his or her assignment services in a professional manner and will deliver all photographs taken on assignment to Sponsor as either digital files or analog film, according to the Assignment Sheet. Artist shall insure that all models or property owners sign any relevant model or property releases in the form provided by Sponsor and shall submit such photographs together with any releases and shall provide all requested information, including but not limited to captions, names, dates and location of shoot. If Artist fails to appear for any
3. PERFORMANCE OF ASSIGNMENT SERVICES
a. Equipment, Transportation and Expenses : Unless otherwise agreed to in writing by __________( Sponsor), Artist is responsible for providing all equipment, lighting, film, props, support staff, including assistants and stylists, studio use or rental, and all other resources necessary to complete each Assignment in accordance with the Assignment Sheet. Artist will arrange for and provide his or her own transportation as required. All expenses must be approved in writing prior to the date of the Assignment and included on the Assignment Sheet.
Assignment, Artist shall be responsible for all direct costs and expenses incurred as a result of such failure.
c. Reshoot: Only In the event that Sponsor and Customer determine that the photographs do not meet the requirements of the Assignment as a result of photographer failure and not the result of events outside of the photographer’s control,, Artist agrees to re-shoot the Assignment without any additional shoot fee at the earliest opportunity._______( Sponsor) reserves the right to assign another photographer to re-shoot the Assignment if it determines that Customer will be best served with a different photographer.
d. Return of Photographs: In the event analog film is delivered __________( Sponsor) shall return the photographs to the Artist within thirty [30] days of receipt from Customer. Sponsor will have no obligation to return digital files delivered by the Artist.
e. Right Of First Refusal: __________(Sponsor) may be interested in distributing and licensing certain photographs created on assignment. Accordingly, Artist grants ___________ (Sponsor) a right of first refusal to license any photograph, that is available for subsequent licensing in accordance with the terms of the Assignment Sheet, for a period of five (5) years from the shoot date and shall negotiate in good faith the terms of such license agreement.
Artist shall not distribute, license or offer to license any photograph taken on an Assignment in contravention of the terms of the particular Assignment Sheet and shall honor all exclusive arrangements and/or embargo periods for the licensed photographs or any similars.
4. PAYMENT
(a) Sponsor agrees to pay the Artist in accordance with the terms set forth in the Assignment Sheet. On request shall obtain from its client a deposit of 50% of the cost of the work contemplated by the assignment sheet, and shall have those monies and shall hold those
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monies in cleared funds on and behalf of the artist no later than acceptance of the Assignment Sheet by the Artist.
(b) Prior to releasing to the client the Artist’s original artwork and or the intellectual property rights to the works completed by the Artist (in whole or in part) under the Assignment Sheet, Sponsor shall have obtained from its client the remainder of the monies due and payable under the assignment sheet, in cleared funds and shall hold these funds for and on behalf of the Artist.
(c) These funds shall be paid by ______________(Sponsor) to the Artist at the same time all or part of the intellectual property rights to the Artist’s work or all or part of the Artist’s original art work are released or licensed to Sponsor’s client.
(d) In the event that Sponsor fails to comply with either 5(a),and or 5(b) and or 5(c) of this agreement Sponsor shall guaranty payment to the Artist of all sums due under the Assignment Sheet within 5 days of the Assignment Sheet being completed (in whole or in part) by the Artist.
(e) Artist shall submit a request for expense reimbursement in accordance with Sponsor’s expense reimbursement policy. Artist agrees to provide Sponsor with any additional documentation necessary to process payments, including receipts, contracts, or other expense related documents. Any postponement or cancellation fees shall be set forth in the Assignment Sheet.
5. TERM
This Agreement shall commence as of the Effective Date and shall continue until terminated by giving 30 (thirty) days prior written notice to the other party of its intention to terminate the Assignment Agreement. Termination or expiration of this Agreement shall not affect prior licenses previously granted pursuant to this Assignment Agreement and all rights previously granted will remain in full force and effect. Notwithstanding section 6 of this agreement , nothing in this agreement shall preclude the Artist from working with Sponsor’s competitors.
6. NON-COMPETE
Artist acknowledges that Sponsor’s business would be damaged if Artist competed with Sponsor for a Customer’s business after completing an Assignment (on Sponsor’s behalf) for the Customer. Therefore, for a period of six months beginning on the day that Artist completes an Assignment for a Customer, Artist must not (directly or indirectly, for Artist or any third party): (a) perform any photographic services for that Customer or (b) engage in any activity that would cause that Customer to cease its business relationship with Sponsor. For the purposes of this Section 6, “Customer” means the entity identified on applicable Assignment Sheet. If the Assignment Sheet explicitly identifies a specific division, business unit, or subsidiary of an entity as the “Customer”, then this Section 6 will only apply to the specific division, business unit, or subsidiary and not to the entire entity (e.g., will not apply to a different division of the same entity) if Artist can prove that Artist was not solicited for the work by the Customer identified in the Assignment Sheet. This Section 6 will survive expiration or termination of this Agreement for any reason.
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7. INSURANCE
Artist will, on his or her own behalf, procure from a reputable insurance carrier and maintain in full force and effect throughout the term (i) Commercial General Liability insurance in the amount of One Million Dollars and (ii) Workers’ Compensation and Employers’ Liability insurance to the applicable statutory limits.
8. REPRESENTATIONS AND WARRANTIES
a. Artist Representations and Warranties
Artist represents and warrants that he or she has the legal right and authority to enter into this Agreement either in his or her individual capacity or as an officer of any entity contracting with Sponsor for Artist’s services. Artist represents and warrants that he or she is and shall be the sole author of the photographs, that the photographs are original and shall not infringe on the rights of privacy or publicity, rights of any statutory or common law copyright, trademark or other intellectual property rights, defames any third party, or violates any other third party right. Artist further represents and warrants that the expenses submitted for reimbursement are true and accurate. Artist represents and warrants that he or she will not grant any competing licenses to the photographs to any third parties. Artist has and shall comply with any and all local, state and federal laws, rules and regulations in the performance of his or her assignment services. Artist agrees to indemnify and hold harmless Sponsor, its successors, affiliates, subsidiaries, officers, directors, employees, successors, assigns and licensees, from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising from any breach or alleged breach of these representations and warranties or of the Assignment Agreement.
b. Sponsor Representations and Warranties
Sponsor represents and warrants that it has the legal right to enter into this Agreement and to perform all obligations provided for herein. Sponsor agrees to indemnify and hold harmless Artist, its successors, affiliates, subsidiaries, officers, directors, employees, successors, assigns and licensees, from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising from any breach or alleged breach of these representations and warranties or of the Assignment Agreement.
9. LIMITATIONS OF LIABILITY
Sponsor, nor any Customer (including any of their officers, directors, employees, representatives and agents), nor any of their licensees and assignees shall be liable to Artist, for any indirect, incidental, consequential, punitive, or special damages arising from or related to conduct or performance under the Assignment Agreement, including any injury to any person, or damage to any equipment or other property, even if Sponsor, or its Customer, as the case may be, has been advised of the possibility of such damages.
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If, despite Section 10, liability is nevertheless imposed on Sponsor or Customer for any reason, in no event shall Sponsor or Customer (including any of their officers, directors, employees, representatives and agents) and/or any of their licensees’ and assignees’ liability for any injury, loss or damage exceed the amount of the photographic services fee (excluding expenses) for the particular assignment reflected in the applicable Assignment Sheet.
10. MISCELLANEOUS
a. Artist is an independent contractor, and no performance under this Agreement shall be construed as employment of, agency, partnership, joint venture with, or legal representation of Artist by Sponsor or Sponsor’s Customers. It is agreed that Sponsor is not an employment agency as this is a contract to negotiate reproduction rights to Photographs and not to secure employment. Artist is responsible for any and all income or other tax liabilities resulting from any payments hereunder.
b. Sponsor and its Customer will have no liability for lost or damaged photograph submitted under this Agreement, unless caused by its gross and willful negligence, and On Request Images has no obligation to pursue a Customer or any other person or entity in connection with such lost images. Artist releases, absolves and holds Sponsor and each Customer and their respective officers, directors, employees, representatives, and agents, licensees and assigns from and against any and all claims, costs, losses, demands, lawsuits, causes of action, grievances, damages and judgments arising from or related to any failure to return a photograph. Notwithstanding, if any liability is imposed on the Sponsor or Customer for any reason, in no event shall Sponsor or Customer (including any of their officers, directors, employees, representatives and agents) and/or any of their licensees’ and assignees’ liability for any loss or damage for failure to return original photographs exceed One Hundred United States Dollars (US$100.00) per photograph or Ten Thousand United States Dollars (US$10,000.00) in the aggregate for all original photographs submitted by Artist, regardless of the number of claims.
c. In the event Artist or Sponsor discovers an unauthorized use of an Image (defined as a use of an Image that is not licensed or beyond the scope of a license agreement), Sponsor will cooperate with Artist and shall use commercially reasonable efforts to receive compensation for the unauthorized use. Notwithstanding, Sponsor is not obligated to commence litigation as a result of any discovered unauthorized use.
d. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective parent, successors, affiliates, and permitted assigns. The agreement with Artist requires his or her personal services and his or her obligations hereunder may not be assigned. Notwithstanding Artist may assign the rights to receive all payments to any one, single third party. If the Artist is contracting through a corporate entity for his or her photography services, he or she represents that he or she shall be individually responsible to fulfill the obligations of the Assignment.
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e. This Agreement shall be deemed to have been entered into in the State of Washington, U.S.A. and shall be construed under and enforced in accordance with the laws of the State of Washington, excluding its laws relating to conflict of laws.
f. This Agreement, and any Assignment Terms Sheets, constitutes the entire agreement between the Parties with respect to Assignments and cannot be modified or amended without a signed writing fully executed by both Parties.
g. Artist agrees that any and all information about Sponsor Customers is confidential and Artist agrees to keep any and all information about Customers, proposed Customers, and all Customer information and all communications with Customers confidential and agrees not to disclose any information about or received from Customers to anyone other than Sponsor.
h. Artist agrees to keep this Agreement, including the terms of this Agreement confidential and agrees not to disclose any information regarding this agreement to anyone other than Sponsor.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.
SPONSOR IMAGES, INC. ARTIST/ARTIST ENTITY
By: _____________________
By:_______________________
Its: _____________________
Its:
DATE: _____________
DATE: _________________
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