Commercial Photography Proposal

DELIVERABLES 1.1 Final Deliverables. Provider will deliver to Client the following final edited Works ("Deliverables"): (a) Quantity: 1 final edited images/videos. This count refers to edited, export-ready files only. RAW, unedited, or rejected files do not count toward this number and are not included in the Deliverables unless expressly stated in Section [raw-footage-ownership-access]. (b) Image Specifications (if applicable): Resolution: Image resolution Format: File format (e.g., high-resolution JPEG, TIFF, or PNG; RAW files excluded unless separately agreed) Color Profile: Color profile (c) Video Specifications (if applicable): Video specifications (if applicable) 1.2 Delivery Method. Deliverables will be made available to Client via Delivery method (e.g., online gallery link, USB drive shipped to Client's address, cloud download link). 1.3 Delivery Timeline. Provider will deliver the Deliverables within 14 calendar days after the shoot date (or, for multi-day projects, within 14 calendar days after the final shoot date). Time is not of the essence unless Client provides written notice that a specific deadline is material, in which case the parties must agree to that deadline in writing before the shoot. 1.4 Client Download Obligation. Client is responsible for downloading and backing up all Deliverables within 30 days of receiving the delivery notification. After this period, Provider has no obligation to retain or re-deliver the files. Provider is not liable for files that Client fails to download within this window.

USAGE RIGHTS SCOPE 2.1 Grant. Subject to full payment of all fees due under this Agreement and Client's compliance with all terms herein, Provider grants to Client the license described in this Section. 2.2 Exclusivity. The license is: non-exclusive (select: "non-exclusive" or "exclusive within the following category: Exclusivity category (if exclusive)"). 2.3 Scope of Permitted Use. Client may use the Works solely for the following purposes: Permitted use scope. Use outside this scope requires a separate written amendment signed by both parties. 2.4 Territory. The license is limited to the following geographic territory: Geographic territory (e.g., "United States," "Worldwide," "European Union"). 2.5 Duration. The license commences upon delivery of the final Works and continues for: perpetual (e.g., "one (1) year," "three (3) years," "perpetually"). If no term is specified, the license is non-perpetual and expires twelve (12) months after delivery. 2.6 Non-Transferability. The license is personal to Client. Client may not assign, sublicense, or transfer any rights granted herein to any third party without Provider's prior written consent, except that Client may permit Client's employees and contractors to use the Works solely on Client's behalf within the scope of this license. 2.7 Print and Reproduction License. Client's right to reproduce the Works in print media (brochures, billboards, print advertising, merchandise) is limited to: Print/reproduction rights scope (e.g., "up to Maximum print run (if applicable) copies," "internal use only," "unlimited print reproduction within the licensed territory"). Print rights beyond this scope require a separate written agreement.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

MODEL AND TALENT RELEASE REQUIREMENT 1. Commercial Use Releases. Who is responsible for obtaining releases is responsible for obtaining written model and talent releases from all identifiable persons appearing in the Deliverables before any commercial use. A person is "identifiable" if their face, distinguishing physical features, tattoos, or unique attributes are recognizable—back-of-head or fully obscured subjects do not require a release. 2. Required Rights. Releases must grant Party receiving rights under the minor release the perpetual, irrevocable, worldwide, royalty-free right to use the subject's name, image, likeness, portrait, and voice in all forms and media (now existing or later created), and must include a waiver of claims for invasion of privacy, right of publicity, defamation, and libel. 3. Minor Releases. For any subject under eighteen (18) years of age, a parent or legal guardian must execute the release on the minor's behalf. Who is responsible for obtaining releases must verify the signatory's parental or guardianship status. See Section [minor-releases] for state-specific requirements (Coogan Act for CA, NY Civil Rights Law §§ 50–51, etc.). 4. Group and Event Releases. For events with large crowds (e.g., weddings, concerts, public events), attendees who are in the background as part of a general scene—and who are not the primary focus of the image or video—may be covered by implied consent or posted-notice consent where permitted by applicable state law. Who is responsible for obtaining releases is responsible for confirming whether implied consent is legally sufficient in the state(s) of use. For any person featured prominently or individually in a commercial deliverable, an explicit written release is required regardless of crowd context. 5. Release Obligation Allocation. Indemnifying party shall indemnify and hold harmless Indemnified party from any claim arising from the failure to obtain a required release or from a release that is defective, fraudulently signed, or legally insufficient in the jurisdiction of use.

PROPERTY AND LOCATION RELEASE 1. Private Property. Party responsible for property releases is responsible for obtaining all necessary permissions, permits, and written property releases required to photograph or film at Shoot location description before the shoot date. 2. Public Property vs. Private Property. A property release is required for: (a) any privately owned exterior or interior; (b) any recognizable interior (e.g., distinctive hotel lobby, branded restaurant, unique architectural space) even if the exterior building itself is not identifiable; and (c) any property where the owner has a reasonable expectation of privacy or control over commercial use. A property release is generally NOT required for: (a) public streets, parks, or landmarks photographed from a public vantage point; or (b) incidental background appearances of property in a scene where the property is not the primary subject and not identifiable. When in doubt, Party responsible for property releases should obtain written permission. 3. Scope of Permission. Party responsible for property releases represents and warrants that secured permissions grant Party receiving rights under the minor release the right to use images of the property for: Permitted uses of property images, and that the person granting permission is the owner or is duly authorized to grant such rights. 4. Client Notification of Drone Use. If aerial photography or videography is included in the Services, Client name / business name is responsible for notifying the property owner of planned drone operations over or near the property before the shoot date, and for obtaining any required landowner consent. 5. Indemnification. Indemnifying party shall indemnify and hold harmless Indemnified party from any claim by a property owner arising from: (a) use of images of the property without required permission; (b) a permission that was granted by an unauthorized person; or (c) use of images outside the scope of the permission obtained.

PORTFOLIO AND MARKETING USE BY PROVIDER 6.1 Portfolio License. Client grants to Provider a non-exclusive, perpetual, royalty-free, worldwide license to use, reproduce, distribute, display, and publish the Works (in whole or in part) for Provider's professional portfolio, marketing, and self-promotion purposes, including: (a) Provider's website, blog, and online portfolio; (b) Social media accounts owned or controlled by Provider (Instagram, Facebook, Pinterest, LinkedIn, YouTube, TikTok, etc.); (c) Printed portfolios, promotional materials, brochures, and business cards; (d) Submission to industry awards, competitions, and editorial publications. 6.2 Paid Advertising. Provider's portfolio license: [SELECT ONE] [ ] DOES NOT include paid advertising (e.g., Facebook ads, Instagram sponsored posts, Google display ads, magazine advertising). Provider may only use the Works in organic, non-paid contexts. [ ] INCLUDES paid advertising, subject to the following limit: Maximum paid ad spend cap (if permitted) maximum total ad spend using Works containing Client's identifiable likeness, property, or brand. 6.3 Duration. The portfolio license is perpetual (e.g., "perpetual" or "for a period of Portfolio license years (if fixed term) years from the shoot date"). 6.4 Client Revocation Right. true [SELECT ONE] [ ] Client may NOT revoke the portfolio license once granted. [ ] Client may request removal of specific Works from Provider's active marketing channels (website, social media) by written notice. Provider will remove the specified Works within thirty (30) days of notice. Removal applies prospectively only and does not affect print materials already produced or editorial uses already published.

7.1 Purpose. This Section establishes a reasonable pre-estimate of Provider's actual damages upon Customer-initiated early termination, comprising (i) unrecovered onboarding and ramp costs, (ii) lost contribution margin on foregone work, and (iii) opportunity cost of reserved capacity. The parties agree these are genuine pre-estimates and not penalties. 7.2 Early Termination Compensation. If Customer terminates this Agreement or any SOW prior to completion for any reason other than Provider's uncured material breach (i.e., a termination for convenience under Section Termination-for-Convenience Section Reference), Customer will pay Provider a kill fee calculated as follows, in addition to all fees earned for Services already performed: (a) Termination before completion of Stage 1 (defined in the applicable SOW): Stage 1 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that Provider has incurred full onboarding costs (strategy, account setup, tool provisioning, and personnel allocation) but recovered minimal revenue. (b) Termination after Stage 1 completion but before Stage 2 completion: Stage 2 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting partial but incomplete cost recovery. (c) Termination after Stage 2 completion: Stage 3 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that a substantial portion of reserved capacity cannot be redeployed on short notice. (d) For month-to-month retainers without defined stages: a flat kill fee equal to Retainer Kill Fee (weeks of monthly fee) weeks of the then-current monthly retainer fee, representing Provider's documented average re-engagement cost and minimum re-deployment lead time. 7.3 Invoice and Payment. Provider will invoice the kill fee within Days to Issue Kill Fee Invoice business days of the effective termination date. The kill fee invoice is due and payable within 30 days of invoice date. Late payment accrues interest at the rate set forth in Section Late Payment Section Reference. 7.4 No Double Recovery. The kill fee is in lieu of, not in addition to, any lost-profit damages claim arising solely from the early termination. Provider retains all other remedies for separate breaches. 7.5 Reasonableness Documentation. Provider shall make available to Customer, upon written request, its standard onboarding cost schedule and personnel allocation records supporting the kill-fee percentages above, to facilitate enforcement if disputed.