Licensing Guide: Commercial Example – Defined Space Terms

Commercial Example

Due to anti-trust laws, ASMP cannot set or suggest prices, but we can share information provided to us by our generous members. The ASMP Paperwork Share provides a look at the terms, licenses and pricing details of actual jobs.

 

Below is the text of the Terms & Conditions that David Seide uses with his estimates and invoices.

 

Terms & Conditions

  1. PARTICIPANTS: This agreement is between David B. Seide of Defined Space as an “Independent Contractor” and the originating “Client” who is the principle commissioning party.
  2. DEFINITION: “Photograph(s)” means all photographic materials furnished by Photographer, whether prints, negatives, transparencies, digital files or otherwise.
  3. GRANT OF RIGHTS: Except as otherwise specifically granted within this invoice, all photographs and rights, including copyright, remain the sole and exclusive property of David B. Seide. Any additional usage, beyond this agreement, is possible but requires a prior written agreement in conjunction with a re-use fee on terms to be negotiated with Photographer. No rights are granted until full payment is received.
  4. COPYRIGHT NOTICE: “© 2007 David B. Seide: Defined Space, Chicago”, must accompany each and every use as an adjacent credit line. Original invoice fee total will be tripled and reinvoiced every time said credit is not provided. Inadvertent omissions do not constitute a violation.
  5. FEES AND EXPENSES: The fees and expenses listed are for this assignment only and for the uses agreed. Any changes are subject to separate agreement. The Client is responsible for payment of all fees and expenses.
  6. TERMS OF PAYMENT: Invoice is payable upon receipt and must be received within 30 days of invoice; a 1.5% per month service charge on any unpaid balance is applied thereafter. Any adjustment of amount or terms, must be requested within 14 days of invoice date.
  7. RETURN OF PHOTOGRAPHS: Unless otherwise stated, all originals must be returned to Defined Space in their original unaltered condition by date of first publication or within 30 days of invoice date; whichever is sooner. If photographs are lost or damaged while in the custody of the Client, Client agrees to pay the Photographer $1,500 per original image.
  8. PUBLICATION COPY: Client will supply Defined Space with two free copies of each and every use of the photographs.
  9. RESPONSIBILITY: Client as well as associated agents and affiliates may not assign or transfer this agreement or any rights licensed herein. This agreement binds and insures, to the benefit of Photographer, Client, agents and affiliates, the joint liability for performance of all payment and other obligations herein. No amendment or waiver of any terms is binding unless set forth in writing and signed by both parties. However, the invoice may reflect, and Client is bound by, oral authorizations for fees and/or expenses which could not be confirmed in writing due to insufficient time. This agreement incorporates by reference Article 2 of the Uniform Commercial Code, and the Copyright Act of 1976, as amended.
  10. INDEMNITY: Client shall indemnify Photographer against all claims, liability, damages, costs, and expenses, including reasonable council fees, arising out of any use of photographs for which no release was furnished by Photographer, or any photographs which are altered by Client. Unless furnished, no release exists. Photographer’s liability for all claims shall not exceed in any event the total amount paid under this invoice.
  11. DISPUTES: Any dispute regarding this agreement shall be mediated first prior to adjudication under rules of the American Arbitration Association in Illinois. Judgment on the binding arbitration award may be entered in any court having jurisdiction. Client shall pay all arbitration or court costs, reasonable legal fees and expenses, and legal interest on any award or judgment if granted in favor of Photographer and conversely so if award or judgement is granted in favor of the client. Additionally, Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims under the Copyright Act of 1976, as amended.