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.

RETAINER / BOOKING FEE AND LIQUIDATED DAMAGES 1. Retainer Amount. To secure Provider's services for Event date, Client shall pay a booking retainer of Retainer amount ($) (30% of the total fee of Total contract fee ($)) upon signing this Agreement. The retainer is due immediately upon execution; Provider is not obligated to hold Event date until the retainer is received and cleared. 2. Application Toward Balance. The retainer will be applied as a credit toward the total fee if services are fully performed. It is not a separate fee charged in addition to the total fee. 3. Liquidated Damages Upon Client Cancellation. If Client cancels this Agreement for any reason, Provider will retain the retainer as liquidated damages. The parties agree that: (a) Provider will decline other bookings for Event date and will be unable to rebook the date if Client cancels; (b) Provider's actual damages—including lost profit, lost opportunity cost, and overhead already committed—are difficult to calculate precisely at the time of contracting; and (c) the retainer amount is a genuine, reasonable pre-estimate of those damages and is not a penalty. This liquidated-damages designation complies with Restatement (Second) of Contracts § 356, which permits liquidated damages clauses where actual damages are uncertain and the amount is a reasonable forecast of compensatory damages. 4. Distinction from Full Cancellation Fee. The retainer is the minimum amount Client owes upon cancellation. Depending on the timing of cancellation, Client may owe additional amounts under the Cancellation Fee Schedule (Section [cancellation-fee-schedule]). The retainer does not cap Client's total cancellation obligation. 5. Non-Refundability. The retainer is non-refundable except as expressly provided in the Force Majeure or Provider Cancellation provisions of this Agreement.

CANCELLATION FEE SCHEDULE 1. Client Cancellation Fees. If Client cancels this Agreement, Client shall pay the following amounts, which represent liquidated damages based on Provider's diminishing ability to rebook Event date. These amounts are genuine pre-estimates of harm—not penalties—because re-booking probability decreases sharply as the event date approaches: (a) Cancellation more than 90 days before Event date: Client forfeits the retainer only (Retainer amount ($)). (b) Cancellation between 60 and 30 days before Event date: Client owes 50% of the total fee (Total contract fee ($)), less any amounts already paid. (c) Cancellation between 30 and 14 days before Event date: Client owes 75% of the total fee, less any amounts already paid. (d) Cancellation within 7 days of Event date (including day-of cancellations): Client owes one hundred percent (100%) of the total fee, less any amounts already paid. 2. Suggested Default Tiers (replace above if no custom tiers are specified): - 90+ days out: retainer only - 60–89 days: 50% of total fee - 30–59 days: 75% of total fee - 0–29 days: 100% of total fee 3. Nature of Obligation. These amounts are liquidated damages, not a penalty. Client acknowledges that Provider's actual losses—including lost gross profit, marketing costs, and unrecoverable vendor commitments—are difficult to quantify at signing, and that the scheduled amounts are a reasonable estimate. 4. Expenses Already Incurred. In addition to the amounts above, Client shall reimburse Provider for any third-party expenses already incurred and non-refundable as of the cancellation date (e.g., travel, accommodation deposits, permit fees), documented by receipts. 5. Method of Cancellation. Cancellation is effective only upon written notice (email acceptable) to Provider. The date Provider receives written notice is the cancellation date for purposes of calculating the applicable tier.

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.