Sample Photography Contract

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.

COPYRIGHT RETENTION 2.1 Ownership of Copyright. All photographs, video footage, and related works created by Your name / business name ("Provider") under this Agreement (collectively, "Works") are original works of authorship in which copyright vests in Provider upon creation, in accordance with 17 U.S.C. § 201(a). Provider retains all right, title, and interest in and to the Works, including all copyrights and all rights under copyright. 2.2 No Work-Made-for-Hire. The Parties expressly agree that the Works do not constitute "works made for hire" as defined in 17 U.S.C. § 101. Photography and videography services of the type contemplated by this Agreement do not fall within any of the nine enumerated categories in 17 U.S.C. § 101(2), and this Agreement does not constitute a written agreement to the contrary. 2.3 No Transfer of Copyright. No transfer or assignment of copyright in the Works occurs under this Agreement. Any transfer of copyright must be effected by a separate written instrument signed by Provider that expressly conveys copyright ownership, as required by 17 U.S.C. § 204. 2.4 License Grant Only. Client receives only the usage license expressly set forth in Section [usage-license-grant]. All rights not expressly granted to Client are reserved by Provider.

USAGE RIGHTS SCOPE 3.1 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. 3.2 Exclusivity. The license is: non-exclusive (select: "non-exclusive" or "exclusive within the following category: Exclusivity category (if exclusive)"). 3.3 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. 3.4 Territory. The license is limited to the following geographic territory: Geographic territory (e.g., "United States," "Worldwide," "European Union"). 3.5 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. 3.6 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. 3.7 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.

RAW FILES AND UNEDITED FOOTAGE 4.1 Ownership. All RAW image files, unedited video footage, outtakes, B-roll, test shots, and other unedited Works (collectively, "RAW Files") are and remain the sole property of Provider. RAW Files constitute Provider's work product and creative process materials. 4.2 No Delivery of RAW Files. Unless expressly specified in Section [deliverables-specification-photography], RAW Files are not included in the Deliverables and will not be delivered to Client. 4.3 No Right of Access. Client has no right to access, copy, review, or obtain the RAW Files. Provider's delivery of edited Deliverables satisfies Provider's obligations under this Agreement. 4.4 Retention Period and Deletion. Provider will retain RAW Files for 90 days after delivery of the final Deliverables ("RAW Retention Period"), after which Provider may permanently delete all RAW Files with no obligation to Client. The standard RAW Retention Period is thirty (30) days for commercial shoots and ninety (90) days for events and weddings, unless a longer period is specified above. 4.5 Optional RAW File Purchase. Client may purchase the RAW Files by submitting written notice and payment of RAW file purchase fee (if offered) within the RAW Retention Period. Purchase of RAW Files: (a) transfers physical possession of the files only; (b) does NOT transfer copyright ownership, which remains with Provider; and (c) grants Client a license to use the RAW Files solely for the purposes permitted under Section 2 (Usage Rights Scope). Provider has no obligation to retain RAW Files beyond the RAW Retention Period, even if Client's request is pending.

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.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

IMAGE ARCHIVAL AND BACKUP 12.1 Retention Period. Provider will retain copies of the Deliverables for a period of 7 from the delivery date ("Retention Period"). If no period is specified, the Retention Period defaults to: (a) twelve (12) months for commercial, editorial, and corporate shoots; or (b) twenty-four (24) months for weddings and milestone events. 12.2 Deletion After Retention Period. After expiration of the Retention Period, Provider may permanently delete all copies of the Works and has no obligation to retain, archive, or provide access to the Works. Provider will not provide advance notice of deletion unless required by a separate written agreement. 12.3 Client Backup Obligation. Client is solely responsible for downloading, backing up, and preserving the Deliverables. Client must maintain at least one independent backup copy. Provider's retention of files during the Retention Period is a courtesy only and does not relieve Client of this obligation. 12.4 Re-Delivery Requests. During the Retention Period, Client may request re-delivery of previously delivered files. Provider may charge a re-delivery fee of Re-delivery fee per request per request. Re-delivery requests submitted after the Retention Period expires cannot be fulfilled. Client must submit any re-delivery request within the Retention Period; requests received after deletion are not honored. 12.5 No Guarantee of Survival. Provider does not warrant that backup copies will survive hardware failure, data corruption, theft, or disaster. Provider's archival obligation is a reasonable-efforts obligation and does not create liability for data loss beyond Provider's control.

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.

If Client requests to reschedule Event date to a different date, the following terms apply: (a) Client may reschedule once at no additional charge if the request is made at least 30 days before Event date and Provider is available on the new date; (b) subsequent reschedule requests, or any reschedule request made with less than 30 days' notice, will be treated as a cancellation under the Cancellation Fee Schedule and will require a new contract at Provider's then-current rates; (c) if Provider is not available on the requested new date, Client may cancel under the Cancellation Fee Schedule or retain the original Event date. Rescheduling is subject to Provider's availability and is not guaranteed.

OVERTIME COVERAGE EXTENSION 1. Contracted End Time. The contracted coverage period ends at Contracted coverage end time on Event date. Provider has no obligation to remain on-site beyond this time. 2. Overtime Request Procedure. If Client wishes to extend coverage, Client must make a verbal or written request to Provider at least 30 minutes before the contracted end time (i.e., no later than end of day). Requests made at or after the contracted end time may be declined at Provider's sole discretion. 3. Availability. Overtime coverage is available only if Provider has no subsequent booking or commitment on Event date. Provider will disclose any known post-event commitment at or before contract signing. Provider reserves the right to decline overtime without explanation. 4. Overtime Rate. If Provider agrees to extend coverage, Client will pay Overtime rate per increment ($) per 30 min (minimum one 30 min per extension). Overtime is billed in 30 min increments; any partial 30 min is billed as a full 30 min. 5. Payment Method and Timing. Overtime payment is due When overtime payment is due and by what method (e.g., "immediately upon agreement to extend, via credit card on file" or "cash on-site before extended coverage begins" or "added to final invoice due within 7 days"). Provider may decline to extend coverage if the agreed payment method cannot be confirmed. 6. No Automatic Extension. Coverage does not automatically continue beyond the contracted end time. If Client fails to request an extension before the deadline, Provider may pack equipment and depart at the contracted end time without penalty.

BACKUP PHOTOGRAPHER AND SUBSTITUTION 1. Pre-Approved Backup List. At or before contract signing, Provider will identify 1 pre-approved backup photographers ("Approved Backups") whose portfolios and experience are comparable to Provider's. Client acknowledges and pre-approves any Approved Backup listed in Exhibit Exhibit letter/number for backup list attached hereto. Provider will update the Approved Backup list at least 14 days before the event if any listed backup becomes unavailable. 2. Substitution Procedure. If Provider is unable to perform the services due to illness, injury, emergency, or circumstances beyond Provider's control, Provider will: (a) Notify Client in writing as soon as reasonably practicable, and in any event no later than seventy-two (72) hours before the event if the incapacity is known in advance; (b) Designate an Approved Backup to perform the services; and (c) Provide Client with the backup photographer's portfolio link, credentials, and contact information. 3. Quality Standard. Any substitute photographer must: (a) hold equivalent professional experience and skill level to Provider (minimum Minimum backup photographer experience (years) years of experience in Type of photography (e.g., wedding, commercial) photography); (b) carry equivalent equipment; and (c) have reviewed the shot list and event timeline before the event. 4. Client Approval of Non-Listed Substitutes. If no Approved Backup is available and Provider proposes a substitute not on the pre-approved list, Client has the right to approve or reject that substitute within 24 hours of notice. If Client rejects the substitute and Provider cannot secure an Approved Backup, Provider will refund all amounts paid and this Agreement will terminate with no further liability. 5. Day-of Notification. If the incapacity arises within 72 hours of the event, Provider will notify Client immediately upon discovery and simultaneously begin securing a substitute. Provider's liability is limited to a full refund of amounts paid if no suitable substitute can be found.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

22.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 22.2 M&A Exception. Notwithstanding Section 22.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 22.3 Void Assignment. Any purported assignment in violation of this Section is void. 22.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

23.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 23.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 23.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 23.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

24.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 24.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 24.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

26.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 26.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 26.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 26.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

27.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 27.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

PORTFOLIO AND MARKETING USE BY PROVIDER 28.1 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. 28.2 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. 28.3 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"). 28.4 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.

ATTRIBUTION AND COPYRIGHT NOTICE REQUIREMENTS Clause number.1 Copyright Retention. Provider retains copyright ownership in all photographs, videos, and audiovisual works created under this Agreement ("Works") unless the Intellectual Property Ownership provision of this Agreement expressly provides otherwise. Clause number.2 Attribution Requirement. When Client name / business name publishes, displays, distributes, or uses any Work in any medium, Client name / business name shall include attribution in the following form: Required attribution format (e.g., "Photo: Your name / business name" or "© Your name / business name Copyright year" or "@Provider's Instagram handle (if applicable)"). Clause number.3 Attribution Placement. Attribution must appear: Required placement of attribution (e.g., "adjacent to or directly beneath each image," "in the caption of each social media post," "in the credits section of the publication—not in fine-print footers unless the publication does not accept inline credits"). Attribution buried in unrelated fine print or footers does not satisfy this requirement. Clause number.4 Digital Display Attribution. For online use, attribution must be visible without hovering or clicking. Alt-text attribution and metadata-only attribution do not satisfy this requirement unless Client name / business name obtains Provider's written approval. Clause number.5 EXIF Metadata Preservation. Client name / business name shall not strip, modify, or overwrite the copyright and authorship information embedded in the EXIF/IPTC metadata of any Work. Metadata stripping may constitute removal of copyright management information under 17 U.S.C. § 1202 and carries statutory damages of up to $25,000 per violation. Clause number.6 Remedy for Attribution Failure. If Client name / business name fails to provide required attribution: (a) Provider will send written notice specifying the non-compliant use; (b) Client name / business name shall correct the attribution within five (5) business days; (c) for willful or repeated failures, Provider may revoke the license to use the affected Work(s); and (d) continued non-compliant use after revocation constitutes copyright infringement.