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PHOTOGRAPHY SERVICES CONTRACT

This Agreement is made on the date of last signature below between:

Agreement

Meanings

1. In this Agreement, the following words are defined:

   Agreement	this agreement for the provision of the Services (as defined below) including any schedules;
   Confidential Information	in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
   Engagement	the engagement of the Photographer by the Client on the terms of this Agreement;
   Effective Date	;
   Deliverables	all photographs, negatives, videos and other materials provided by the Photographer, in whatever form, including but not limited to hard copy and electronic form, which are developed, created, prepared or devised by the Photographer in the provision of the Services to the Client;
   Intellectual Property Rights	any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by the Photographer in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;
   Premises	;
   Services	the services to be provided by the Photographer in a photographer capacity for the Client as described in the section entitled 'Provision of Services';
   Shoot	the number of confirmed days on which the job is undertaken as a whole, or in separate parts;
   Stated Purpose	.

2. In this Agreement, unless the context requires a different interpretation:
   1. the singular includes the plural and vice versa;
   2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
   3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
   4. "including" is understood to mean "including without limitation";
   5. reference to any statutory provision includes any modification or amendment of it;
   6. the headings and subheadings do not form part of this Agreement; and
   7. "writing" or "written" will include fax and e-mail unless otherwise stated.

Provision of Services

1. The Photographer shall provide the following Services to the Client:
   1. .
2. The Deliverables are to be sent to the Client within a reasonable period of time of the Shoot taking place and, in any event, within 30 calendar days, . The Photographer shall keep the Deliverables for a minimum of  months or as otherwise agreed by the parties.
3. The Shoot is to take place at times to be agreed in advance between the parties.
4. The Photographer will provide the Services (including the delivery of any Deliverables) at the Premises.
5. The Photographer shall perform the Services with reasonable care and skill, in accordance with:
   1. generally recognised commercial practices and standards in the applicable industry; and
   2. all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
6. The Photographer shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises and that have been communicated to the Photographer.

Term

1. The Agreement begins on the Effective Date and will continue until the completion of the Services or until notice is given in accordance with the procedure set out in the section entitled 'Ending the agreement'.

Fees

1. The Client is responsible for the payment of fees. The Photographer will charge the Client for the Services at the rate of £ per  (the Fee).
2. The Client will receive an invoice upon completion of the Services. Any invoices submitted by the Photographer must be paid within 30 days of the date of invoice.
3. Without prejudice to any other right or remedy that it may have, if the Client fails to make any payment due to the Photographer under this Agreement by the date the payment is due, the Client shall pay interest on the overdue amount at a rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
4. Amounts payable to the Photographer under this Agreement shall be paid into the following bank account by electronic funds transfer unless otherwise notified by the Photographer to the Client in writing in accordance with this Agreement:
   1. Bank: 
   2. Account holder name: 
   3. Account number: 
   4. Sort code: 
5. All sums payable to the Photographer under this Agreement shall become due immediately on its termination, despite any other provision.

Expenses

Liability and Insurance

1. Nothing in this Agreement limits or excludes either party’s liability for:
   1. death or personal injury caused by its negligence; or
   2. fraud or fraudulent misrepresentation or wilful default; or
   3. liability under the indemnities contained in the section entitled 'Indemnity'; or 
   4. any other liability which cannot be limited or excluded by applicable law.
2. Subject to the preceding clause, neither party shall have any liability to the other party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, for:
   1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of or damage to goodwill;
   6. loss of use or corruption of software, data or information;
   7. any indirect or consequential loss.
3. Subject to the two preceding clauses and the clause above (Indemnity), the total liability of for any other loss of the in respect of any one event or series of connected events shall not exceed £.
4. During this Agreement, the Photographer and the Client shall each maintain in force with a reputable insurance company insurance sufficient to indemnify risks for which they may be responsible, including for their respective sub-contractors, agents and employees, in connection with the Services, and shall, on either party’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.

Intellectual Property

1. The entire copyright in the Deliverables, including ownership of all materials embodying these rights to the fullest extent permitted by law, is retained by the Photographer at all times throughout the world. 
2. The Photographer grants the Client a royalty-free, exclusive, perpetual worldwide licence of all existing and future Intellectual Property Rights in the Deliverables and all materials for the Stated Purpose.
3. Insofar as they do not vest automatically by operation of law or under this Agreement, the Photographer holds legal title in these rights on trust for the Client.
4. The licence comes into effect from the date of payment of the Fees.
5. No use may be made of the Deliverables without the Photographer’s permission until after payment of the Fees is made in full. Any permission that may be given for prior use of the Deliverables will be automatically revoked if full payment of the Fees is not made by the due date or if the Client is put into receivership or liquidation.
6. Where use of the Deliverables is restricted in the licence, permission to use the Deliverables for any purpose other than the Stated Purpose will be granted upon full payment by the Client of a further fee to be agreed with the Photographer.
7. The benefit of the licence shall not be assigned to any third party without the Photographer’s permission in writing.
8. Any changes required to the terms of the licence must be agreed with the Photographer in writing.
9. The Photographer reserves the right to use the Deliverables for advertising, display or for any other purpose not restricted to use in their portfolio.

Ending the Agreement

1. Either party may terminate this Agreement by giving the other party  written notice.
2. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
   1. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
   2. commits a material breach of the Agreement which, if capable of remedy, it fails to remedy within 14 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
   3. persistently breaches any term of the Agreement;
   4. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
   5. is a company over any of whose assets or property a receiver is appointed;
   6. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
   7. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation;
   8. undergoes a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
   9. (if an individual) dies or as a result of illness or incapacity becomes incapable of managing their own affairs.

Privacy

1. The Photographer respects the Client’s privacy and complies with the GDPR with regard to the Client’s personal information.
2. This Agreement should be read alongside and is in addition to the Photographer’s Privacy Policy.
3. For the purposes of this Agreement:
   1. 'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to, the GDPR.
   2. 'GDPR' means the UK General Data Protection Regulation.
   3. 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.
4. Where the Client supplies Personal Data to the Photographer for the provision of the Services and the Photographer Processes that Personal Data in the course of providing the Services to the Client, the Photographer will comply with the obligations imposed by the Data Protection Laws. The Photographer's compliance will involve, but is not limited to:
   1. before or at the time of collecting Personal Data, the Photographer will identify the purposes for which information is being collected;
   2. the Photographer will only Process Personal Data for the purposes identified;
   3. the Photographer will respect the Client’s rights in relation to Personal Data;
   4. the Photographer will implement technical and organisational measures to ensure the Client’s Personal Data is secure; and
   5. the Photographer will assist the Client in ensuring compliance with the obligations relating to the security of Processing of Personal Data, the notification of Personal Data breaches to the relevant supervisory authority (as defined in the GDPR), the communication of Personal Data breaches to the data subject, and data protection impact assessments (as defined in the GDPR).
5. For any enquiries or complaints regarding data privacy, the Client can email the Photographer at .

General

1. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
2. No party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other party.
3. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
4. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
5. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
6. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so.
7. If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
8. This Agreement is not an employment contract and nothing in the Agreement will establish any employment relationship between the Photographer and the Client.
9. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the Photographer's registered address or place of business, or sent by email to the Photographer's main business email address: . Notices:
   1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day (which, for the purposes of this Agreement, means any day other than a Saturday, Sunday or public holiday in England and Wales) and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
   2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
   3. sent by email will be deemed to have been received on the next Working Day after sending.

Governing Law and Jurisdiction

1. This Agreement will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.

The parties have signed this Agreement on the date(s) below: