Agreement for Photography Services
COMMERCIAL AGREEMENT FOR PHOTOGRAPHY SERVICES
This Photography Contract (the “Contract”) is made effective as of the date signed by The Client (the “Effective Date”), by and between Optimist Dreamer Photography, LLC (the “Photographer”) of 4647 Clara St Apt A, New Orleans, LA 70115 and the Client who signed this contract.
DESCRIPTION OF SERVICES
Optimist Dreamer Photography, LLC will provide the Client Photography Services (collectively, the “Services”), including taking photographs, culling the photographs, basic edits such as cropping, color balance, and basic adjustments deemed necessary by the Photographer to ensure appropriate degree of quality control. Customized post-processing, which can include, but is not limited to, special editing, filters, crops, composites, etc., above and beyond basic edits, will be charged to the Client at the hourly rate.
PERFORMANCE OF SERVICES
1. Optimist Dreamer Photography, LLC agrees to take photographs as per the Client’s stated requests, allowing for artistic expression.
2. Optimist Dreamer Photography, LLC agrees to use high technical quality to meet the Client’s needs, for web and/or print.
3. Optimist Dreamer Photography, LLC will use digital photography and color management consultancy knowledge to create photographs for the Client.
4. Optimist Dreamer Photography, LLC shall provide the Client with an in-person or online watermarked proofing gallery within twenty-one (21) days for selection of final images.
5. The Photographer has sole discretion as to which images are of sufficient quality to include in the proofing gallery.
6. For in-person gallery viewing, Client will select their photographs during the in-person Viewing Appointment.
7. For the online watermarked proofing gallery, Clients will have up to seven (7) days to make the decision on which images they want fully edited. If the Client does not contact the Photographer with the list of images they would like to be processed within seven (7) days, the Contract will be considered fulfilled and any outstanding monies owned by the Client to the Photographer will be due immediately.
8. Optimist Dreamer Photography, LLC shall deliver high-resolution .JPG images, for the photographs selected by the Client, via a download from an online gallery. Any special requests for file or delivery methods will be evaluated and charged accordingly.
9. Final, edited .JPG images will be delivered approximately 3 weeks after client communicates their selected images.
The Client agrees to pay Optimist Dreamer Photography, LLC:
1. A NON-REFUNDABLE retainer of five-hundred dollars ($275.00) is due at the signing of this agreement. Should the Client cancel or otherwise breach this agreement, the non-refundable retainer shall be liquidated for damages to Optimist Dreamer Photography, LLC. The Client shall also be responsible for payment of any materials/charges incurred up to the time of cancellation. Otherwise, the retainer shall be applied towards the Total Balance, with the remainder of Total Balance payable in full, prior to taking the photographs.
2. The remainder of the Total Balance is due not less than seven (7) days prior to the date of the photo session;
3. If extras are added after the photo session is completed, payments must be paid before images are delivered to the Client.
Optimist Dreamer Photography, LLC accepts credit cards, checks, cash, and/or PayPal. In the event a check is returned for any reason, including insufficient funds, the Client agrees to pay Optimist Dreamer Photography, LLC a twenty-five dollar ($25.00) processing fee to cover bank fees.
HOURS OF COVERAGE
Hours of coverage are continuous. Shaquille Dunbar will take small breaks as necessary throughout this period, and will confide in the Client before doing so. Additional hours will be charged at $200 per hour. Shaquille Dunbar will only stay for additional hours when given permission by Client.
Where extra expenses or times are incurred by the Photographer as a result of alterations to the original brief by the Client, or otherwise, the Client shall give approval to and be liable to such extra expenses or fees, in addition to the fees and expenses shown on the Estimate as having been agreed to or estimated.
All retainer fees are non-refundable.
a. A minimum of 7 days notice (before the agreed upon photography service date) will be required for cancellation of this Contract by the Client. The non-refundable retainer is forfeited and any remaining Total Balance amount that had been paid (minus the non-refundable retainer) will be refunded.
b. Any cancellation made with less than 7 days of notice prior to the agreed upon photography service date will result in full payment of remaining Total Balance by the Client and forfeit of any payments that have already been made to the Photographer.
c. If the cancellation is initiated by Optimist Dreamer Photography, LLC, all monies paid to Optimist Dreamer Photography, LLC from the Client shall be fully refunded, including the retainer fee. Refund shall be paid out within thirty (30) calendar days from the cancellation notice.
WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, products, or other information (collectively, the “Work Product”) developed in whole or in part by Optimist Dreamer Photography, LLC in connection with the Services will be exclusive property of Optimist Dreamer Photography, LLC. Upon request, Optimist Dreamer Photography, LLC will execute all documents necessary to confirm or perfect the exclusive ownership of Optimist Dreamer Photography, LLC to the work product.
Optimist Dreamer Photography, LLC shall retain the entire copyright ownership of the photographs taken during the photography session at all times, throughout the World and where reproduction of the photographs has taken place and settlement has not been made, the Photographer will make such charges to the publisher of those images as falls within the Copyright, Designs and Patents Act 1988. Optimist Dreamer Photography, LLC reserves the right to use the photographs for any purpose, including, but not limited to: self-promotion, display, artistic and/or professional accreditation or competition.
LICENSE TO USE
Upon final payment by the Client of relevant invoice(s), the Client is allowed to display resulting photographs for personal and commercial use. The License to Use only applies to the Client and the images that are taken by the Photographer and delivered via a digital download.
No use may be made of the photographs before payment in full of the relevant invoice(s) without the Photographer’s expressed permission in writing. Any permission that may be given for prior use will automatically be revoked if full payment is not made by the due date or if the Client or Company is put into receivership or liquidation.
Said images may not be altered or reproduced in any manner without prior written permission of Optimist Dreamer Photography, LLC, except for cropping or applying a brand specific filter.
Title to any materials used in producing the photographs is not transferred to the Client upon payment of the invoice. Where restricted in the agreement, permission to use the Photographs for other purposes will normally be granted upon payment of a further fee to be mutually agreed. A written agreement must be reached with the Photographer before the photographs may be used for other purposes. Where uses of an image are made which breach the License to Use further charges will be made. Any reproduction rights granted are by way of license only and no partial or other assignment of copyright shall be implied. On the Client’s death or bankruptcy or (if the Client is a Company) in the event of a Resolution, Petition or Order for winding-up being made against it, or if a Receiver or an administration is appointed, any license granted shall immediately cease.
Unless agreed to in writing on the Contract and/or the Invoice, no exclusivity is given or implied to The Client. The Photographer retains the right in all cases to use or sell the Photographs. Exclusivity will not be unreasonably withheld but only on written agreement with the Photographer before work commences.
The Photographer will keep confidential and will not disclose to any third parties or make use of information communicated to him/her in confidence for the purposes of the photography, save as may be reasonably necessary to enable the Photographer to carry out his/her obligations in relation to the commission. This provision will continue to be effective after the termination of the Contract.
Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of style or composition.
Digital Data is stored by the Photographer on the understanding that the Photographer is not responsible for the future integrity of that data, or of any failure to retrieve data from the Photographer’s archive.
The Client hereby grants to Optimist Dreamer Photography, LLC and successors, heirs, executors, administrators, assigns, attorneys, representatives and agents, the irrevocable and unrestricted right to use and publish photographs of the Clients or in which the Clients may be included, for editorial, trade, advertising or any other purpose and in any manner or medium; to alter the same without restriction; and to copyright the same. The Client hereby release Optimist Dreamer Photography, LLC and all associates representatives and assigns from any and all claims, actions, demands, suits, liabilities, damages, expenses, and obligations of any kind arising from, or related in any manner to Optimist Dreamer Photography use of said images.
The photography schedule and selected methodology are designed to accomplish the goals and wishes of the Client. The Client and Optimist Dreamer Photography, LLC agree that positive cooperation and punctuality are therefore essential
The Client agrees to indemnify and hold harmless Optimist Dreamer Photography, LLC from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against Optimist Dreamer Photography, LLC that result from acts or omissions of the Client, its members, if any, and its agents.
Optimist Dreamer Photography, LLC shall provide its Services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the Services which meet generally acceptable industry standards and will provide a standard of care equal to, or superior to, care used by service provides similar to Optimist Dreamer Photography, LLC on similar projects.
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the Effective Date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party reasonably timed written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, hurricane or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, other labor disputes, or supplier failure. The excused party shall use reasonable efforts under the circumstances to avoid or remote such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
The Photographer accepts no liability in the event he is unable to fulfill any or all of the terms of this Contract by reason, including, but not limited to: personal illness, injury, equipment malfunction, inclement weather, natural disaster or transportation problem beyond a refund of any money paid. In the event that the Photographer is unable to attend for any reason other than dissolution of this Contract, he will make every reasonable effort to locate and book an alternate Photographer if so desired by the Client(s).
This Contract contains the entire contact of the parties, and there are no other promises or conditions in any other Contract whether oral or written concerning the subject matter of this Contract. The Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
This Contract shall be governed by the laws of the State of Louisiana.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as on party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
This agreement shall be signed on behalf of the Client by the Client representative and on behalf of Optimist Dreamer Photography, LLC by Shaquille Dunbar, Owner and Photographer and is effective as of the date the Contract is signed.
Optimist Dreamer Photography, LLC and the Client agree that this Contract shall commence on the Effective Date and that same shall terminate once the Services are completely rendered.