Photographer—Agent Contract for Assignments
Agreement, entered into as of this _______ day of ____________, 20______, between _________________________ (hereinafter referred to as the "Photographer"), located at _________________________________________________________________________, and ___________________________________________________________________ (hereinafter referred to as the "Agent"), located at ___________________________________________________________________________________________.
Whereas, the Photographer is an established photographer of proven talents; and
Whereas, the Photographer wishes to have an agent represent him or her in marketing certain rights enumerated herein; and
Whereas, the Agent is capable of marketing the photography produced by the Photographer; and
Whereas, the Agent wishes to represent the Photographer;
Now, Therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable consideration, the parties hereto agree as follows:
1. Agency. The Photographer appoints the Agent to act as his or her representative to obtain assignments:
(A) in the following geographical area ___________________________________________
(B) for the following markets: [ ] Advertising [ ] Corporate
[ ] Book publishing [ ] Magazines
[ ] Other, specified as _________________________________________________
(C) to be the Photographer’s [ ] exclusive [ ] nonexclusive agent in the area and markets indicated.
(D) Electronic rights are [ ] outside the scope of this agency contract
Any rights not granted to the Agent are reserved to the Photographer.
2. Best Efforts. The Agent agrees to use his or her best efforts in submitting the Photographer’s work for the purpose of securing assignments for the Photographer. The Agent shall negotiate the terms of any assignment that is offered, but the Photographer may reject any assignment if he or she finds the terms thereof unacceptable.
3. Samples. The Photographer shall provide the Agent with such samples of work as are from time to time necessary for the purpose of securing assignments. These samples shall remain the property of the Photographer and be returned on termination of this Agreement. The Agent shall take reasonable efforts to protect the samples from loss or damage, but shall be liable for such loss or damage only if caused by the Agent’s negligence.
4. Term. This Agreement shall take effect as of the date first set forth above, and remain in full force and effect for a term of one year, unless terminated as provided in Paragraph 11.
5. Commissions. The Agent shall be entitled to the following commissions: (A) On assignments obtained by the Agent during the term of this Agreement, _____ percent of the billing. (B) On house accounts, _____ percent of the billing. For purposes of this Agreement, house accounts are defined as accounts obtained by the Photographer at any time or obtained by another agent representing the Photographer prior to the commencement of this Agreement and are listed in the Schedule of House Accounts attached to this Agreement. (C) For books which the Photographer authors or coauthors, ____ percent of the royalties or licensing proceeds paid to the Photographer by the publisher or its licensees.
It is understood by both parties that no commissions shall be paid on assignments rejected by the Photographer or for which the Photographer fails to receive payment, regardless of the reason payment is not made. Further, no commissions shall be payable in either (A) or (B) above for any part of the billing that is due to expenses incurred by the Photographer in performing the assignment, whether or not such expenses are reimbursed by the client. In the event that a flat fee is paid by the client, it shall be reduced by the amount of expenses incurred by the Photographer in performing the assignment, and the Agent’s commission shall be payable only on the fee as reduced for expenses.
6. Billing. The [ ] Photographer [ ] Agent shall be responsible for all billings.
7. Payments. The party responsible for billing shall make all payments due within ________ days of receipt of any fees covered by this Agreement. Such payments due shall be deemed trust funds and shall not be intermingled with funds belonging to the party responsible for billing and payment. Late payments shall be accompanied by interest calculated at the rate of _____ percent per month thereafter.
8. Promotional Expenses. Promotional expenses, including but not limited to promotional mailings and paid advertising, shall be mutually agreed to by the parties and paid ______ percent by the Agent and ______ percent by the Photographer. The Agent shall bear the expenses of shipping, insurance, and similar marketing expenses.
9. Accountings. The party responsible for billing shall send copies of invoices to the other party when rendered. If requested, that party shall also provide the other party with semiannual accountings showing all assignments for the period, the clients’ names and addresses, the fees paid, expenses incurred by the Photographer, the dates of payment, the amounts on which the Agent’s commissions are to be calculated, and the sums due less those amounts already paid.
10. Inspection of the Books and Records. The party responsible for the billing shall keep the books and records with respect to payments due each party at his or her place of business and permit the other party to inspect these books and records during normal business hours on the giving of reasonable notice.
11. Termination. This Agreement may be terminated by either party by giving thirty (30) days’ written notice to the other party. If the Photographer receives assignments after the termination date from clients originally obtained by the Agent during the term of this Agreement, the commission specified in Paragraph 5(A) shall be payable to the Agent under the following circumstances: If the Agent has represented the Photographer for _____ months or less, the Agent shall receive a commission on such assignments received by the Photographer within _______ days of the date of termination. This period shall increase by thirty (30) days for each additional _____ months that the Agent has represented the Photographer, but in no event shall such period exceed _____ days. In the event of the bankruptcy or insolvency of the Agent, this Agreement shall also terminate. The rights and obligations under Paragraphs 3, 6, 7, 8, 9, and 10 shall survive termination.
12. Assignment. This Agreement shall not be assigned by either of the parties hereto. It shall be binding on and inure to the benefit of the successors, administrators, executors, or heirs of the Agent and Photographer.
13. Arbitration. Any disputes arising under this Agreement shall be settled by arbitration before __________________ under the rules of the American Arbitration Association in the City of __________________, except that the parties shall have the right to go to court for claims of $_______ or less. Any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
14. Notices. All notices shall be given to the parties at their respective addresses set forth above.
15. Independent Contractor Status. Both parties agree that the Agent is acting as an independent contractor. This Agreement is not an employment agreement, nor does it constitute a joint venture or partnership between the Photographer and Agent.
16. Amendments and Merger. All amendments to this Agreement must be written. This Agreement incorporates the entire understanding of the parties.
17. Governing Law. This Agreement shall be governed by the laws of the State of ___________________ .
In Witness Whereof, the parties have signed this Agreement as of the date set forth above.
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