This is a copyright licensing agreement for photographs designed to be used by real estate and architectural photographers who take photos for use by real estate agents and brokers in MLS listings.
This Photographer Licensing Agreement (the “AGREEMENT”) is entered into effective this date, [DATE] between [PHOTOGRAPHER'S NAME] (“PHOTOGRAPHER”) and [CLIENT NAME] (“CLIENT”). All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
Scope of this Agreement. This Agreement applies to any photograph, video, graphics, digital assets, digital images, or digital video created or taken by Photographer and delivered to the Client (collectively known as “MEDIA”) for the property [PROPERTY ADDRESS] (“PROPERTY”). This Agreement governs the relationship between the parties and in no event shall any e-mail communication or other exchange, amend or otherwise modify the terms of this Agreement unless agreed to in writing.
Rights: Photographer hereby grants to CLIENT an exclusive worldwide royalty-free license in perpetuity to reproduce, distribute, display, prepare derivate works of, modify and publicly perform the MEDIA in connection with the real estate industry, including without limitation such uses of the MEDIA in connection with advertising real property, to modify any metadata as necessary, and to authorize and sublicense such rights to third parties at Brokerage’s discretion.
This exclusive license grant shall include the right to sue for copyright infringement, including without limitation past infringement. To that end, Photographers agrees to assist CLIENT in preparing and filing any copyright applications that cover the Images, including providing any information necessary to prepare such applications. Rights are assigned to the Client immediately upon delivery of the MEDIA.
Relationship of the Parties: The parties agree that Photographer is an independent contractor, and that neither Photographer, nor Photographer’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Photographer and the MEDIA or any other deliverables prepared by Photographer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Creation: The manner and method of creating any Photographs is solely at the discretion of Photographer and the Client has no right to control Photographer’s manner and method of performance under this Agreement. Photographer will use his/her best efforts to: (a) ensure that the MEDIA conform to Client’s specifications; and (b) submit all MEDIA to Client in publishable quality, on or before the applicable deadlines.
Delivery: Photographer may select delivery of photographs in JPEG, TIFF, PNG, or other standard format, at a resolution that Photographer determines will be suitable for the MEDIA as licensed. It is the Client's responsibility to verify that the MEDIA are suitable for reproduction and that if the MEDIA are not deemed suitable, to notify the Photographer with five (5)business days. Photographer’s sole obligation will be to replace the MEDIA at a suitable resolution but in no event will Photographer be liable for poor reproduction quality, delays, or consequential damages.
Unless otherwise specifically provided, Photographer is not responsible to provide images 1) larger than 8”x10” at 300 dpi or 2) in a format higher than 8-bit or in RAW format. Photographer has no obligation to retain or archive any MEDIA delivered to Client.
Fees: All fees and expenses payable under this agreement are required no later than ten (10) business days from the delivery of the MEDIA and payable irrespective of whether Client makes actual use of the MEDIA. If full payment has not been received within thirty (30) days all rights are revoked at Photographer’s discretion. In the event rights are revoked, all images in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days. Client shall provide Photographer with written statement that all images have been removed and destroyed.
Cancellation: For Client cancellation within one(1) day of the Property shoot date, Client is responsible for 100% of the fee and any expenses incurred.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Photographer, and Photographer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Photographer.
Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties. However, the invoice may reflect, and Client is bound by authorizations that could not be confirmed in writing because of insufficient time or other practical considerations.
Indemnification: Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the MEDIA or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
General Law/Arbitration: This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed and interpreted and enforced in accordance with the laws of the State of [STATE]. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in [COUNTY] [STATE], and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Waiver: No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy.
IN WITNESS WHEREOF, the parties have caused this Photographer Licensing Agreement to be duly executed as of the dates written below.