Freelancer Photographer Agreement

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1. Definitions
2. Work to be Performed
3. Job Alerts
4. The Brief
5. Conduct of Photo Shoot
6. Review of Photographs
7. Ownership of Photographs
8. Use of Photographs
9. Use of Portfolio Images
10. Compensation
11. Independent Contractor Status
12. Term and Termination
13. Scope
14. Severance
15. Communications
16. Confidentiality/ Nondisclosure
17. Governing Law

Introduction

This Freelance Photographer Agreement describes the legal relationship between Oaksbury Hill Inc trading as TripShooter, (hereinafter called “TripShooter”) and you, the Freelance Photographer (hereinafter called “Photographer”).

Upon applying to become a TripShooter Freelance Photographers, the Photographer agrees to this Freelance Photographer Agreement as the contents of your legal relationship with TripShooter.

1. Definitions

1.1. “TripShooter” means TripShooter and its parent companies, subsidiaries and affiliates.
1.2. “Photograph” or “Photographs” means collectively any photography, graphics, digital assets or digital images created or taken by the Photographer in any media in the course of a Photo Shoot and delivered to TripShooter in accordance with the terms of this Agreement.
1.3. “Photo Shoot” means an appointment arranged by TripShooter between the Photographer and a Client for the purposes of the Photographer taking Photographs of Clients.
1.4. A “Brief” is a communication between a TripShooter point of contact and the Photographer communicating all required information for the Photographer to complete the Photo Shoot and such other information communicated between the parties about the Photo Shoot set out in clause 4.
1.5. “Client” or “Clients” means collectively any people who request and pay for a Photo Shoot with a Photographer at one of TripShooter’s advertised locations around the world.
1.6. “Website” means www.tripshooter.com and associated websites, including but not limited to social media accounts.
1.7. “Portfolio Image” or “Portfolio Images” means collectively any photography, graphics, digital assets or digital images in any media provided to TripShooter by the Photographer, which the Photographer has taken or created himself or herself, and for which the Photographer holds active copyright, that was not taken in the course of a TripShooter Photo Shoot.
1.8. “Effective Date” means the date on which the last signature is endorsed on this Agreement to make the Agreement legally binding against both parties.
1.9. “Job Alert” is a preliminary alert to Photographers of a potential Photo Shoot with details of the time and place of the proposed Photo Shoot.

2. Work to be Performed

2.1. TripShooter may provide a Brief to the Photographer from time to time for the purposes of a Photo Shoot.

3. Job Alerts

3.1. On receiving a Client request for a Photo Shoot through its Websites, TripShooter will send a Job Alert to potential Photographers.
3.2. The Job Alert is not a guarantee that a Photo Shoot will be given to any Photographer. It is not a Photo Shoot. It is communicated solely for the purpose of TripShooter determining which Photographers are available to perform the Photo Shoot.
3.3. If the Photographer receives a Job Alert and wishes to be considered as a candidate for the Photo Shoot, the Photographer must respond to TripShooter within 24 hours of TripShooter sending the Job Alert, indicating whether they would like to be considered for the Photo Shoot.
3.4. Following receipt of expressions of interest by Photographers to the Job Alert, TripShooter will choose a successful Photographer who TripShooter believes will best meet the Client’s specifications and project brief set out in the Photo Shoot. TripShooter will then communicate the decision to all Photographers who responded to the Job Alert.
3.5. TripShooter will provide the successful Photographer with a Brief.
3.6. TripShooter’s choice of a suitable Photographer is entirely at its sole and unfettered discretion. Photographers have no right to appeal any decision made by TripShooter and may not dispute such decisions, and TripShooter is not obliged to provide reasons for any of its decisions.

4. The Brief

4.1. For each Photo Shoot engagement, the Photographer and TripShooter shall agree via email or otherwise on the following details with respect to each such engagement:

(a) The time and place at which the Photographer will be required to meet the Client(s).

(b) Any of the Client’s special requests and preferences in respect of the Photo Shoot.

(c) The length of time that the Photographer will be required to photograph the Clients at the Photo Shoot, and the number of professionally worked Photographs the Photographer will be required to deliver to TripShooter following the Photo Shoot.

5. Conduct of Photo Shoot

5.1. TripShooter requires that the Photographer deliver Photographs that are of a similar quality and nature as the sample photos displayed on the Website (“the TripShooter Style”).

5.2. Notwithstanding paragraph 5.1 above, the manner and method of creating any Photographs is solely at the discretion of the Photographer and TripShooter has no right to control the Photographer’s manner and method of performance under this Agreement.
5.3. To the extent that the Photographer reproduces the image or likeness of any person or the property of another person during a Photo Shoot, the Photographer represents and warrants that all necessary releases have been procured and secured in writing and the Photographer shall produce such releases to TripShooter promptly on request. The Photographer indemnifies TripShooter for any claim any Client or other third party brings against TripShooter for the Photographer’s breach of this clause.

6. Review of Photographs

6.1. The Photographer will use his or her best efforts to:

(a) Ensure that the Photographs conform to the TripShooter Style;

(b) Ensure that the Photographs conform to the Brief and any other specifications agreed between the Photographer and the Client;

(d) Submit all Photographs in a publishable and printable quality, as outlined in this Agreement, within 72 hours of completion of the Photo Shoot.

6.2. TripShooter may reject the Photographs if:

(a) They do not meet the quality or style requirements outlined in this Agreement;

(b) They do not comply with the Brief provided to the Photographer; or

(c) They are not sufficiently post-processed or appear over-worked, compromising the appearance of a final photographic product or any other issue determined by TripShooter acting reasonably.

6.3. In the event that TripShooter rejects one or more of the Photographs, it may request that the Photographer present new Photographs that meet the TripShooter Style outlined in this Agreement, and any other quality considerations communicated by TripShooter to the Photographer (acting reasonably) and/or the Brief. In this event:

(a) The Photographer must provide new Photographs to TripShooter within 24 hours.

(b) If the Photographer cannot produce Photographs that meet TripShooter’s requirements, the Photographer will not receive payment for his or her services for that particular Photo Shoot.

7. Ownership of Photographs

7.1. The Photographer retains his or her copyright in all Photographs produced by the Photographer.
7.2. The Photographer disclaims all moral rights in the Photographs.

8. Use of Photographs

8.1. In providing TripShooter with Photographs, the Photographer grants TripShooter an irrevocable, perpetual, worldwide, transferable, sublicensable, royalty-free, exclusive license to reproduce, distribute, publicly display and otherwise use all Photographs in the following ways:

(a) In or on any Internet web site, mobile web site, mobile application, social media site, tablet magazine, e-book magazine or any other digital format affiliated with or branded under TripShooter; and/or

(b) For use in any marketing or promotional capacity.

8.2. The license rights granted in paragraph 8.1 above shall vest in TripShooter upon the Photographer’s delivery of any Photograph.
8.3. TripShooter will seek to, but will have no obligation to, use the Photographer’s name, likeness, actual or paraphrased statements and biography (including professional credits) to identify the Photographer as the creator of a Photograph and/or as a Photographer contracted by TripShooter. TripShooter may remove copyright management information embedded in any Photograph.

8.4. The Photographer represents and warrants that:

(a) The Photographer is the author of all Photographs provided to TripShooter;

(b) The Photographer owns the copyright in all Photographs delivered to TripShooter and no other person or party has an interest in the Photographs;

(c) All Photographs are free from defamatory, obscene, offensive, injurious, unlawful and/or otherwise inappropriate materials; and

(d) The Photographer will not use or sell Photographs to third parties for commercial or other purposes without the express written permission of the subject Client(s) and TripShooter.

8.5. The Photographer will indemnify, defend and hold harmless TripShooter and its parent companies, affiliates and subsidiaries from and against all third party claims, actions, liabilities, damages, costs and expenses (including without limitation legal fees) of any kind arising out of:

(a) The Photographer’s breach of any representation, warranty, and/or other provision of this Agreement; and/or

(b) The Photographer’s negligence and/or wilful misconduct.

9. Use of Portfolio Images

9.1. On entering into this Agreement, the Photographer additionally agrees to provide TripShooter with a sample of 5-10 Portfolio Images, clear of any watermarks or borders, to be used on the Photographer’s Profile and Portfolio appearing on the Website.

9.2 In providing TripShooter with Portfolio Images, the Photographer additionally grants TripShooter an irrevocable, perpetual, worldwide, transferable, sublicensable, royalty-free, exclusive license to reproduce, distribute, publicly display and otherwise use all Photographs in the following ways:

(a) In or on any Internet web site, mobile web site, mobile application, social media site, tablet magazine, e-book magazine or any other digital format affiliated with or branded under TripShooter;

(b) For use in any marketing or promotional capacity; and/or

9.3. The Photographer represents and warrants that:

(a) The Photographer is the author of all Portfolio Images provided to TripShooter;

(b) The Photographer owns the copyright in all Portfolio Images delivered to TripShooter and no other person or party has an interest in the Portfolio Images;

(c) The Photographer has obtained a model release from the models that allows the photographs to be used for the purposes outlined at 9.2 above; and

(d) All Portfolio Images are free from defamatory, obscene, offensive, injurious, unlawful and/or otherwise inappropriate materials.

9.4. The Photographer will indemnify, defend and hold harmless TripShooter and its parent companies, affiliates and subsidiaries from and against all third party claims, actions, liabilities, damages, costs and expenses (including without limitation legal fees) of any kind arising out of:

(a) The Photographer’s breach of any representation, warranty, and/or other provision of this Agreement; and/or

(b) The Photographer’s negligence and/or willful misconduct.

10. Compensation

10.1. TripShooter shall pay into the Photographer’s account a flat fee in USD, according to the following Schedule as total compensation for each Photo Shoot:

“Postcard Shoot” Package, 30 mins shooting time, 20 photos – Photographer’s compensation is $100 USD*

“Local Experience” Package, 1 hour shooting time, 40 photos – Photographer’s compensation is $150 USD*

“Special Occasion” Package, 2 hours shooting time, 80 photos – Photographer’s compensation is $250 USD*

* Less any transaction or currency conversion fees.

10.2. TripShooter is not responsible for any fees, including Paypal fees, banking fees or currency conversion fees, which may be automatically deducted from the amount by third parties before the Photographer receives the final sum.
10.3. In accordance with the schedule outlined at paragraph 10.1 above, TripShooter will deposit into the Photographer’s account the cumulative sum of all Photo Shoots performed in the month, less any amounts paid to the Photographer in cash at the Photo Shoot for time extensions, on a month-by-month basis, by the 10th day of the following month.

11. Independent Contractor Status

11.1. The parties agree that the Photographer is an independent contractor, and that neither the Photographer nor the Photographer’s employees or contracted personnel are, or shall be deemed to be, employees of TripShooter.
11.2. In its capacity as an independent contractor, the Photographer agrees to and represents the following:

(a) The Photographer has the right and does fully intend to perform services for third parties during the term of this Agreement;

(b) The Photographer has the sole right to determine the means, manner and method by which the services required by this Agreement will be performed;

(d) The Photographer will pay his or her own transport costs associated with performance of the services required by this Agreement;

(e) The services required by this Agreement shall be performed by the Photographer.

(f) TripShooter shall not hire, supervise or pay any assistants to help the Photographer.

(g) The Photographer shall not receive any training from TripShooter in the professional skills necessary to perform the services required by this Agreement;

(h) The Photographer shall not be required by TripShooter to devote full time to the performance of the services required by this Agreement;

(i) The Photographer holds appropriate insurance relevant to its business activities, including but not limited to Public Liability Insurance and Equipment Insurance Cover;

(j) The Photographer complies with the relevant Privacy Principles in collection of any Client’s personal data.

(k) TripShooter will not withhold tax, superannuation, social security or other employee entitlements from the Photographer’s payments, or make any such payments on the Photographer’s behalf.

(l) Neither the Photographer nor the Photographer’s employees or contracted personnel are eligible for any employee pension, health leave, holiday leave, sick leave, parental leave, overtime or other fringe benefits from TripShooter.

(m) The parties acknowledge and agree that TripShooter is entering into this Agreement with reliance on the representations made by the Photographer relative to its independent contractor status.

(n) The Photographer shall pay all taxes incurred while performing services under this Agreement, including but not limited to, federal, state and local income taxes.

12. Term and Termination

12.1. The term of this Agreement shall commence on the Effective Date and this Agreement shall remain in full force and effect until terminated by either party.

12.2. Either party may terminate this Agreement for any reason by giving thirty (30) days prior written notice to the other party.

12.3. Upon termination by either party, all of the rights granted by the Photographer to TripShooter under this Agreement shall survive the termination of this Agreement with respect to all Photographs and Portfolio Images delivered prior to the effective date of termination.

13. Scope

13.1. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties.

13.2. This Agreement may not be modified except in writing signed by both parties.

13.3. TripShooter may assign this Agreement and the rights granted hereunder to a successor by name change, merger, reorganization or acquisition.

13.4. This Agreement is binding upon and will inure to the benefit of the parties’ respective successors and permitted assigns.

14. Severance

14.1. Should any of the paragraphs in this Agreement be void or unlawful, these terms and conditions shall be read and enforced as if the void or unlawful term had been deleted.

15. Communications

15.1. The parties agree that copies of this Agreement (including copies of any signatures) that are reproduced or transmitted via e-mail, portable document format (PDF) or electronically receipted fax transmissions will be equivalent to original documents.
15.2. The parties consent to receiving communications in electronic form, and agree that all Briefs, information, agreements, notices, disclosures and other communications that are provided between TripShooter and the Photographer satisfy any legal requirement that such communications would satisfy if they were in writing.

16. Confidentiality/ Nondisclosure

16.1. The Photographer agrees that for the duration of this Agreement and any time thereafter, he or she will keep secret and not without TripShooter’s written consent divulge to any person, persons or company any written knowledge, trade secrets, confidential information or other information about TripShooter’s property, finance, affairs or business which may come to the Photographer’s knowledge during his or her contractual relationship with TripShooter, including but not limited to this Freelance Photographer Agreement, client records, pricing, compensation, terms of business, products and services, development of new products and services, sales and marketing plans, tenders, market research data or costing information.

16.2. The Photographer is liable for any loss or damage incurred by TripShooter as a result of any breach of paragraph 16.1 above.

17. Governing Law

17.1. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the state of Illinois, United States of America. Any claim or litigation arising out of this Agreement or its performance may be maintained only in courts physically located in Illinois and the parties hereby consent to the personal jurisdiction of such courts.