Photo Licensing Agreement Template

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A Photo License Agreement is a legal document between a photographer and a client granting permission to use specific images. It is used to protect copyright ownership and set limits on photo usage.
PHOTO LICENSING AGREEMENT

This Photo Licensing Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between 

 , an individual registered at   (the "Licensor"), and

 , an individual registered at   (the "Licensee"), collectively referred to as the "Parties" and individually as the "Party".

WHEREAS the Licensor is the owner of specific photo and is entitled to grant licenses for its use;

WHEREAS the Licensee wishes to obtain a license to use the photo for specific purposes;

WHEREAS the Parties intend to enter into this Agreement to define the terms and conditions governing the Licensee's use of the photo.

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, and upon other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have agreed as follows:

SUBJECT OF THE AGREEMENT. In accordance with this Agreement, the Licensor grants the Licensee a license upon the following terms and conditions:

a. Type of the license: The Licensor grants the Licensee the non-exclusive, worldwide, perpetual license (the "License") for   purpose of using the following photo (the "Photo") subject to the restrictions set forth in this Agreement:

 

b. Territory: The License granted hereunder is worldwide, without any territorial limitation to the use of the Photo.

c. Term of the License. The License is granted for an unlimited period unless otherwise agreed by the Parties in writing.

d. Rights granted: The License granted hereunder includes the following rights regarding the Photo, subject to the limitations set forth in this Agreement (the "Rights Granted"):

According to this Agreement, the Licensee has no right to issue a sublicense to third parties regarding the usage of the Photo, which are subject to the present Agreement.

PAYMENT TERMS AND PROCEDURE. The Licensee undertakes to pay the Licensor the fee for the use of the Photo according to the following provisions:

  1. Calculation of compensation: The Licensee agrees to pay the Licensor a royalty (the "Royalty") of  % on net revenues derived from the use of the Photo under this Agreement. 

  2. Payment procedure: The Licensee shall pay to the Licensor the Royalty due under this Agreement within   (the "Due Date") after the end of each month during the term of this Agreement. 

The Licensee shall provide the Licensor with a Royalty calculation report payable under this Agreement along with the aforementioned payment. The report shall include a detailed accounting of all net revenues derived from the use of the Photo during the relevant month, as well as any third-party fees, taxes, and actual out-of-pocket expenses incurred by the Licensee in connection with such usage.

Late payment: If the Licensee fails to make any fee due under this Agreement within   days after the Due Date, the Licensor shall have the right to charge interest on the unpaid amount of   per day or at the maximum rate permitted by law, whichever is less.

Payment method: The Licensee shall pay the Licensor by cash.  

OBLIGATIONS OF THE PARTIES:

  1. Licensee's obligations: The Licensee is solely responsible for obtaining all permissions, consents, and licenses necessary to use the Photo under the terms of this Agreement. The Licensee shall comply with all applicable laws and regulations in connection with the use of the Photo. The Licensee undertakes not to infringe third-party rights, including intellectual property rights, while using the Photo in accordance with this Agreement.

  2. Licensor's obligations: The Licensor undertakes to provide the Licensee with any information that the Licensee may reasonably request for the purpose of using the Photo in accordance with this Agreement.

  3. Joint obligations: The Parties shall cooperate in good faith to use the Photo and fulfill their obligations. In cases of necessity, the Parties shall consult with each other on all significant aspects of using the Photo in accordance with the granted License.

WARRANTIES AND REPRESENTATIONS. The Licensor represents and warrants being the sole and exclusive owner of the Photo and possessing full right, power, and authority to grant the License to the Licensee.

The Licensor represents and warrants that the Photo is free from any claims, liens, encumbrances, and other adverse rights or interests.

The Licensor assures that all relevant information regarding the Photo to the Licensee has been disclosed.

The Licensee further represents and warrants that the Photo shall be exclusively used in accordance with the terms of this Agreement and fulfill all obligations.

LIABILITY AND INDEMNIFICATION. Both Parties shall indemnify and hold the other Party harmless from any claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with their performance under this Agreement, except for claims caused by the Party's negligence or willful misconduct. The obligation of the Licensor to indemnify and hold harmless the Licensee shall be limited to the actual damages suffered by the Licensee as a result of any breach of the Licensor's warranties or representations.

Either Party shall promptly notify the other Party of any claim or action asserted against the Licensor in connection with the use of the Photo, and the second Party shall have the right to control the defense of any such claim or action.

TERMINATION OF AGREEMENT. This Agreement shall commence on the Effective Date and continue until   unless otherwise agreed by the Parties in accordance with the terms of this Agreement.

Either Party may terminate this Agreement at any time before the termination date by providing the other Party with   days prior written notice.

Either Party may terminate this Agreement upon   days written notice to the other Party if the other Party violates this Agreement and fails to cure such violation within the specified notice period.

In addition, either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes insolvent or files for bankruptcy.

Upon termination of this Agreement, the Licensee shall immediately cease all use of the Photo and either return or destroy all copies of the Photo that are in the Licensee's possession or control.

ASSIGNMENT. The Licensee can assign this License to any third party without obtaining prior written consent from the other Party.

NOTICE. Any notice, request, demand, or other communication required under this Agreement shall be in writing and shall be deemed duly given either if delivered personally or sent by registered mail to the address set forth below or if its electronic copy is delivered to the email address set forth below:

If to the Licensor:

Attn.

 

 , USA

 

If to the Licensee: 

Attn.

 

 , USA

 

Either Party may change its address for receipt of notices by giving written notice to the other Party.

Notices shall be deemed received on the day of delivery if sent by hand or courier service or on the third business day after the date of posting if sent by registered mail or email.

CONFIDENTIALITY. The Parties agree to keep all confidential information disclosed during this Agreement and not to share such information with any third party unless required by law. The Parties agree not to use the confidential information for any purpose other than what is necessary to fulfill their obligations under this Agreement.

This confidentiality clause shall remain in effect after the termination or expiration of this Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and construed in accordance with the laws of the State of  , except for its conflict of laws principles, and shall be subject to the United States Copyright Act.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, performance, breach, termination, or validity, the Parties agree to initially seek an amicable resolution through negotiations and mediation.

Any breach of this Agreement that cannot be resolved by negotiations between the Parties shall be exclusively resolved by the courts of the State of  .

FORCE MAJEURE. Neither Party shall be liable for any failure to perform or delay in performing the obligations under this Agreement if such failure or delay is caused by events of force majeure, including but not limited to acts of God, war, terrorism, strikes, lockouts, labor disputes, pandemics, epidemics, governmental regulations, or any other similar causes beyond the reasonable control of the affected Party. 

In the case of force majeure, the affected Party shall immediately notify the other Party in writing and provide reasonable proof of the cause of the delay or inability to perform the obligations. The Party affected by force majeure shall endeavor to mitigate the consequences of such circumstances and resume the performance of obligations as soon as possible after the circumstances cease to exist.

If the force majeure circumstances last more than   days, either Party may terminate this Agreement by giving written notice to the other Party. In this case, neither Party shall be liable to the other Party for any damages arising from the termination of this Agreement.

SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.

ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes all prior or current agreements, understandings, negotiations, or discussions, whether oral or written, relating to the subject matter of this Agreement. Any amendments or modifications to this Agreement must be in writing and signed by both Parties. 

BINDING EFFECT. This Agreement shall be binding upon the Parties hereto and their respective successors.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE LICENSOR

THE LICENSEE

 

 , USA



 

 

 , USA



 

______________________________

(Place for signature)

 

 

______________________________

(Place for signature)

 

 

 
Written by Megan Thompson - Reviewed by Kate Adkham

Template Description

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Paper named "Photo Licensing Agreement"; male and female looking at a screen with a picture and a player

What Is a Photo Licensing Agreement?

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A photo licensing agreement is a legal contract delineating the terms of use for pictures, usually employed in the context of artistic works, movies, or other content formats. Photographers, brands, and models often use this contract to safeguard their intellectual property rights, making sure that their photos are used correctly and legally.

Under the umbrella of a photo license agreement, photographers and digital artists can safely commercialize their images' rights to clients.

Also known as:

  • Photography copyright contract
  • Digital image license agreement

What are the intellectual property rights in the United States?

The "Copyright Act of 1976" mostly governs intellectual property rights in the United States about photos or images. This federal law, encoded in Title 17 of the U.S. Code, provides the foundation for copyright protection in the U.S.

The Act extensively deals with various aspects of copyright in relation to images, encompassing creation, duration of copyright, procedures in case of infringement, and fair use provisions. It bestows upon creators the exclusive privilege to reproduce, distribute, and exhibit their original images.

In regard to images generated during the course of employment, the Copyright Act's "work-for-hire" doctrine generally allocates copyright ownership to the employer unless a contract specifies otherwise.

How To Use a Photo Licensing Agreement

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Preserving the unique rights to an image you own is crucial to preventing unauthorized use. The transactions involving image rights commonly take place among these three major players in the photo license agreement template:

  • Photographers
  • Models
  • Business brands

If any of these roles resonate with you, it's vital to understand the importance of a photo licensing agreement template free of charge.

Photographers

Be it for passion or profession, if you're into photography, the odds are high that requests for utilizing your images occur frequently. Thus, it becomes crucial to understand exactly how clients are aiming to use your images and the value you'd attach to these rights.

Models

Despite not being behind the lens, you still retain some rights over the image. Leveraging a photo licensing agreement template alongside a media release form can solidify your ownership claim.

Business brands

Operating a marketing firm or a brand demands strict adherence to photography license agreements while having valuable consideration for collaborating with photographers. Employing them ensures the protection of both the brand's and the photographer’s rights related to the image.

What If You Don't Have the Photo Licensing Agreement?

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Working without a photography licensing agreement can potentially lead to serious repercussions. Here are a few significant potential consequences:

  • Infringement of copyright: Using a photo without the proper photography license agreement template can cause copyright issues for the photographer. Penalties for copyright infringement can be serious — anything from big fines to even jail time.

  • Legal disputes: Failing to have a clear written agreement can cause disagreements about how a photo is used. This can lead to potentially pricey legal fights, where you might have to establish your right to the photo or defend against alleged copyright violations.

  • Financial loss: If you're a photographer, the absence of a legal contract may rob you of your potential earnings. If someone uses your photo without suitable payment, it's revenue lost for you.

  • Damaging brand reputation: For companies, using copyrighted photos without permission can tarnish their reputation. It could give the impression of a brand being unethical or unprofessional, which can turn away prospective customers or clients.

Not having photo licensing could result in these unfavorable outcomes. Hence, it is always advisable to have delivered written consent.

Essential Elements To Incorporate in a Photo Licensing Agreement

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In order to secure protection for all parties involved in the process of purchasing or selling image rights, it's fundamental to encompass all necessary specifics. This measure eliminates ambiguity about your authority over the image's rights and the extent of their exclusivity or non-exclusivity.

When drafting your agreement, the following elements should be included:

  • Detailed depiction of the image;
  • Contact details and identity of the rights holder (licensor) and the prospective user (licensee);
  • Duration of the contract;
  • Payment details;
  • Clarification on exclusivity;
  • Outline of limitations and restrictions.

Incorporating these terms and conditions into your agreement helps form a foolproof contract, thereby preventing potential legal complications in the future.

How To Make the Photo Licensing Agreement

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Creating a photo licensing agreement involves several key steps:

  • Identify the parties
    Give a comprehensive explanation of the picture that is being granted a license. This might involve its dimensions, clarity, style (printed or online), theme, color or black and white, and any other distinct characteristics.
  • Define the conditions of the license
    This may involve rights of use, locations, license length, and if the license is exclusive or non-exclusive.
  • Specify license terms
    Detail the specific terms of the license. This can include usage rights, geographical areas, duration of license, and whether the license is exclusive or non-exclusive.
  • State compensation details
    Clearly lay out the payment or compensation details. This should include when the licensee is expected to pay and which method is used.
  • Include limitations and restrictions
    Specify any limitations or restrictions on the use of the image. This could be related to modifications, number of uses, types of media in which it can be used, etc.
  • Termination
    Include a provision for the photo licenses to be terminated under certain circumstances.
  • Legal remedies and governing law
    Identify the possible solutions in case the agreement is violated, and determine the law that controls the agreement.
  • Signatures
    Both parties must sign and date the photography license agreement PDF for it to be legally binding.

While the photography licensing agreement template is a valuable starting point, it's crucial to keep in mind that every scenario has its own distinct characteristics. Having a legal counsel on board is recommended for effectively navigating these nuances. They are able to adjust the agreement to fit your exact circumstances, guaranteeing that your interests and rights are properly protected.

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