Photography Proposal RFP

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.

INSURANCE (a) Agency Insurance. During the term of this Agreement, Your name / business name will obtain and maintain, at its own expense, the following insurance coverages from insurers with an AM Best rating of A- VII or better: (i) Professional Liability / Errors & Omissions (E&O): not less than E&O / professional liability limit per claim (e.g. $1,000,000) per claim and in the aggregate, covering claims arising from professional services rendered under this Agreement; (ii) Commercial General Liability (CGL): not less than CGL per-occurrence limit (e.g. $1,000,000) per occurrence and CGL aggregate limit (e.g. $2,000,000) in the aggregate; (iii) Cyber Liability: not less than Cyber liability limit per claim (e.g. $1,000,000) per claim, covering data breaches, network security failures, and unauthorized access to systems or data; and (iv) Workers' Compensation and Employer's Liability: as required by applicable law. (b) Additional Insured. Your name / business name will cause Client name / business name to be named as an additional insured on its Commercial General Liability policy. (c) Certificates. Upon Client name / business name's request (and prior to commencing Services), Your name / business name will provide Client name / business name with certificates of insurance evidencing the coverages required above, along with endorsements confirming additional-insured status where applicable. (d) Notice of Cancellation. Your name / business name will ensure that each policy provides at least 30 days' advance written notice to Client name / business name of any cancellation, material reduction in coverage, or non-renewal. (e) Subcontractors. Your name / business name will require its subcontractors who perform work under this Agreement to maintain Professional Liability and Commercial General Liability insurance at levels reasonably commensurate with the work they perform. (f) Client Insurance. Client name / business name is solely responsible for maintaining its own insurance coverages, and nothing in this Agreement obligates Your name / business name to maintain coverage on Client name / business name's behalf.