VENDOR SERVICES AGREEMENT
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WHEREAS, the Company wishes to engage the Vendor for the purpose of creating the following work product (the “Materials”) according to the terms and conditions set forth herein and in Exhibits attached hereto, and hereby incorporated in its entirety into this Agreement.
WHEREAS, the Vendor wishes to prepare the Materials in accordance with the terms of this Agreement and Exhibits; and
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
1. MATERIALS; WORK-FOR-HIRE
(a) The Company hereby commissions and the Vendor hereby agrees that it will provide wedding or other event-related photography and videography services (the “Services”) for the Company, more particularly described in Exhibits to this agreement, and the Parties expressly agree that the Materials shall be considered “works made for hire” by and for the Company as such term is defined in §101 of the Copyright Act of 1976.
(b) The Parties agree that nothing in this Agreement will be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Vendor is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Vendor’s compensation hereunder. The Vendor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.
(a) Delivery Date. The Vendor shall deliver to the Company, not later than three (3) business days after the scheduled event, per Exhibit C, for which Vendor services were provided, all the Materials in form and content acceptable to the Company. The Vendor shall deliver the Materials via server upload. Vendor may ship the Materials to Company’s business address by registered mail with proof of delivery, with all shipping and insurance costs borne by Vendor.
(b) Form of Delivery. The Vendor shall deliver to the Company: (1) all footage in HD 1080p or higher quality format. In addition, if any photographs have been produced by Vendor, then: (2) a digital HD color slide suitable for reproduction and/or printing in RAW and JPEG format of each photograph taken by Vendor.
(c) Supplemental Information. The Vendor shall be solely responsible and liable for obtaining written releases from all persons whose likenesses appear in the Materials and will hold Company harmless from any claims against it for all “right of publicity” claims. If the Materials contain any matter that is copyrighted by anyone else, the Vendor shall be solely responsible and liable for obtaining appropriate permissions and licenses as required by any rule, law, or act and hold Company harmless for any claims against it for violations of any regulations or laws which govern intellectual property.
(d) Failure to Deliver. If the Vendor fails for any reason to complete the Services or deliver the Materials and any other materials related thereto within the time and the manner herein specified (“Material Insufficiency”), the Company, at its election, may:
Terminate this Agreement in its entirety, in which event the Company shall be released and discharged from any further obligations to the Vendor hereunder or otherwise, including but not limited to, the obligation to make any payment(s) to the Vendor; or
Maintain, in full force and effect, the rights granted by the Vendor to the Company hereunder and reduce the Company’s payment obligation to the Vendor by $50 per day for each day that Vendor has not timely delivered the Materials to Company per Section 2(a) (“Adjusted Fee”); or
Specify a new date by which the Vendor shall complete and deliver the Materials and other related materials to the Company. If requested by the Company, the Vendor shall promptly make changes in the Materials the Company may request at no additional charge to the Company.
3. OWNERSHIP OF THE MATERIALS AND DERIVATIVE WORKS
(a) Work for Hire. The Vendor agrees that the work to be supplied by the Vendor hereunder shall be deemed a “work made for hire,” and the Company shall be deemed the sole author and owner of the Materials and the owner of all rights, title, interest, and proceeds of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Materials, with the right to make all uses of the Materials throughout the universe and all changes in the Materials as the Company deems necessary or desirable. Notwithstanding the foregoing, if and to the extent that the Materials are not deemed “works made for hire,” the Vendor hereby assigns, transfers, and conveys to the Company, exclusively, irrevocably, and in perpetuity, and throughout the universe, all rights, title, and interest (including all rights of copyright) in and to the Materials, including, without limitation, the right to enforce its right in and to secure registrations, renewals, reissues, and extensions thereof. The Vendor agrees that the Company shall have the right to transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute, or otherwise exhibit the Materials worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio, and print. The Vendor agrees that it shall have no right to approve any use of the Materials. The Vendor further agrees that no third party has or shall have any right of approval over the use of the Materials or shall be due any amounts from the use of Materials.
(b) Sole Proprietor. The Company shall be the proprietor of the Materials and of all rights therein throughout the world including, without limitation, the copyright and all rights under copyright therein.
(c) Right to Change. The Company shall have the right to edit, revise, and adapt the Materials and to cause others to make such changes in the Materials as the Company may deem appropriate. The Company may publish or may not publish the Materials as the Company, in the Company’s sole discretion, may decide.
(d) Portfolio Sharing. The Vendor is allowed to use the materials to feature on their personal or professional portfolios while explicitly mentioning that the materials on display have been produced as work for hire for Precious Pics Production Inc. or adding #preciouspics hashtag to image description and tagging Precious Pics's social media accounts.
(e) Moral Rights. Any assignment of intellectual property hereunder includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries in which Moral Rights exist, the Vendor hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. The Vendor shall confirm any such waivers and consents from time to time as requested by the Company.
In consideration of the Vendor’s satisfactory rendering of all services hereunder, as described in Exhibits, including the Company’s timely receipt of the Materials and any materials related thereto, and for all rights granted or agreed to be granted and for all undertakings, representations, and warranties made by the Vendor hereunder, the Company shall pay to the Vendor within seven (7) days of approval of payment request from Vendor, but not before the Services stated in Exhibit A are rendered:
(a) The Vendor shall invoice the Company the full amount of the Vendor Fee (the Fee) by submitting the footage upload and payment request at https://www.preciouspicspro.com/pocomplete and providing additional service information requested by the Company.
(b) In the event of a Material Insufficiency, the Adjusted Fee with regard to either invoice.
5. NO PUBLICITY
Any publicity, including press releases or other information in connection with this Agreement is under the sole control of the Company. The Vendor shall not consent to and/or authorize any person or entity to release any information concerning this Agreement without the express prior written approval of the Company.
(a) Notification of Infringement. The Vendor shall provide written notice to the Company promptly after becoming aware of any alleged, potential, or actual infringement of the Materials or in the Materials.
(b) Cooperation. The Parties agree to cooperate in any copyright infringement action that is controlled by the other Party; provided, however, that the controlling Party will reimburse the cooperating Party promptly for any costs and expenses incurred by the cooperating Party in connection with providing such assistance.
7. COVENANTS, REPRESENTATIONS, AND WARRANTIES
The Vendor hereby covenants, represents and warrants that:
(a) All Materials prepared and submitted by the Vendor hereunder shall be original and shall not infringe any copyright, invade any right of privacy, contain any libelous Materials, or infringe or violate any other right of any other person or entity;
(b) Vendor has the full right and legal capacity to enter into this Agreement and to grant the rights granted or agreed to be granted hereunder;
(c) There is no outstanding contract, commitment, agreement, or legal impediment of any kind that conflicts with this Agreement or that might limit, restrict, or impair the rights granted or agreed to be granted to the Company hereunder; and
(d) Vendor has and will continue to have, throughout the duration of this Agreement, all the necessary liability insurance coverage in place in amounts commensurate with standard industry practices, and hereby releases and holds Company harmless from all claims arising from or pertaining to any injuries, damages, legal costs/fees, or other expenses resulting from the Vendor’s actions at the scheduled event or during performance of the Services, as described more fully in Exhibits.
(e) Vendor shall not bring or permit any untrained persons, trainees, or any party not fully qualified, to perform any of the Services or create any of the Materials on the date scheduled in Exhibits, unless such person(s) are merely assisting the Vendor’s professional videographer in the performance of his/her obligations under this Agreement and Exhibits;
(f) Vendor shall use its best efforts to follow all reasonable requests and guidance provided by Company and by the appropriate 3rd parties in regards to the performance of the Services at the scheduled event.
(g) Vendor’s photographers and videographers shall, at all times during the scheduled event, with respect to any 3rd parties, represent him/her self as an independent contractor of the Company, and not use any other company name, badge, label, logo, or disclose an affiliation with any other entity or person.
(h) Vendor shall not communicate, nor is authorized to communicate, any information to any 3rd parties on behalf of Company or disclose any confidential or proprietary information with respect to the Company.
(i) Vendor shall use its best efforts to arrive on time and with all necessary equipment at the scheduled event, per Exhibits, and if unable to do so, Vendor shall communicate with Company as soon as reasonably practicable to provide a status update and additionally update any relevant 3rd parties regarding the Vendor’s status. Vendor agrees and understands that such lateness will be deemed a Material Insufficiency, and will incur an Adjusted Fee in the amount of $100 per hour (or the proportion of such amount to any lesser time period thereof) for any late appearance(s) at the scheduled event.
(j) Vendor shall not solicit, directly or indirectly, any 3rd parties, or Company’s customers or clients, on the scheduled event date or make any sort of request to provide any additional service(s) or seek employment, a paid “gig”, or paid engagement of any kind. All such offers for additional service(s) or paid attendance at any separate event(s) will be immediately passed on to Company in writing, to include contact information of the requestor.
(k) Vendor shall be prohibited from engaging in any kind of business relationship with any of the Company’s customers, clients, affiliates, vendors, employees, contractors, or representatives for a period of one (1) year after the scheduled event date as stated in Exhibits. Vendor understands and acknowledges that a violation of this provision would cause irreparable harm to Company and accordingly agrees that in such event, Company shall have the option to pursue enforcement of its rights hereunder, including but not limited to monetary damages, legal fees/costs, injunctive relief, or any other remedies in law or equity to which it may be entitled.
8. THIRD PARTIES; TAXES
The Vendor acknowledges that nothing in this Agreement gives the Vendor the right to bind or commit the Company to any agreements with any third parties. Furthermore, the Vendor warrants and represents that the Vendor is solely liable for and will pay all applicable taxes on all amounts earned pursuant to this Agreement. The Vendor further agrees to indemnify, defend (with counsel acceptable to the Company) and hold harmless the Company, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from any and all liability that the Company may incur regarding the payment of taxes for the Vendor’s services. The Vendor shall be responsible for providing all disability or workers’ compensation insurance that may be required by law.
The Vendor shall be responsible for and shall pay any sales, use, or similar taxes arising out of the performance of this Agreement.
This Agreement may be terminated:
(a) By either Party on provision of ten (30) days’ written notice to the other Party, with or without cause.
(b) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within three (3) days of receipt of written notice thereof.
(c) By the Company at any time and without prior notice, if the Vendor fails or refuses to comply with the written policies or reasonable directives of the Company, or is guilty of serious misconduct in connection with performance under this Agreement.
(d) By the Company in case Vendor cancels after the coverage confirmation and receipt of the client contact details from the Company. In this case the Vendor shall pay a one-time fee of One hundred and fifty (150) US Dollars per each cancellation.
Following the termination of this Agreement for any reason, the Company shall promptly pay the Vendor according to the terms of Exhibit A and Section 2(d) for Services properly rendered before the effective date of the termination, if any Services had been so rendered. The Vendor acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement, if any amount shall be properly payable.
The Vendor at all times shall indemnify, defend (with counsel acceptable to the Company) and hold harmless the Company, its parent, subsidiaries, and affiliates, and the employees, agents, successors, and assigns of each, from and against all claims, actions, damages, and losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of or caused by any breach of any of the representations, warranties, covenants, undertakings, or agreements made by the Vendor hereunder.
11. ENTIRE AGREEMENT
This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
This Agreement is personal to the Vendor and may not be assigned by the Vendor without the prior written consent of the Company. The Company shall have the right to assign, sublicense, sell, or pass-through any rights contained herein or this Agreement to a third party without approval from the Vendor.
This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.
14. GOVERNING LAW
This Agreement shall be governed by the laws of the state of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
16. ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
VENDOR FEE SCHEDULE
A. STANDARD FEES
The Vendor agrees to the following standard fees that will further apply to any work performed by the Vendor under this agreement.
Photography / Videography Hourly Rate. Lead Shooter. Fifty (50) USD per hour.
Photography / Videography Hourly Rate. Second Shooter. Thirty Five (35) USD per hour.
Drone Coverage. One hundred (100) USD flat rate.
Engagement Shot (2 full hours). One hundred and fifty (150) USD. Flat rate.
Break Fee.Twenty (20) USD per hour.
Client meeting fee (1 full hour). Fifty (50) USD flat rate.
Travel Fee. Fifty cents (0.5) USD per each mile over 100 miles RT.
Tolls. Covered by the Company upon provision of the receipts.
Any changes to standard rates should be agreed between parties in writing and signed by both parties prior to service rendering.
C. TRAVEL & TOLLS
The Company will reimburse the Vendor travel costs for travel related to service provision that exceeds 100-mile round-trip from the Vendor’s permanent location according to the fee schedule but not exceeding one hundred (100) USD in total. All travel fees estimated to exceed one hundred (100) USD should be agreed between the Company and the Vendor in writing prior to service provision.
IMAGE AND VIDEO LICENSE AGREEMENT
"Licensed Material” means the still photographic images or video footage produced under the Agreement. Any reference in this Agreement to the Licensed Material is to each image within the Licensed Material and also to the Licensed Material as a whole.
2. Grant of Rights
(a) Company grants Licensee a nonexclusive, non-commercial, non-transferable and non-sublicensable license right to use the Licensed Material, solely for the Licensed Use, and subject to all restrictions specified in this Agreement, including the Exhibits to this Agreement.
(b) The rights granted to Licensee by Company and obtained by Licensee as a result of or in connection with this Agreement are limited use license rights only, and nothing in this Agreement assigns any or all of Company’s ownership rights in the Licensed Material.
3. Use of the Licensed Material
(a) The rights granted under this Agreement are limited to the Licensed Use. Licensee represents that any actual or ultimate product incorporating the Licensed Material will be a faithful rendition of use approved by the Company.
(b) The Vendor may use the Licensed Material for featuring on their private portfolios and social media sharing. All Licenced Materials featured on Social Media should include a reference (tagging) to the Company and be presented as work for hire production.
(c) Licensee may not, under any circumstances, rotate, alter, change, or tamper with Licensed Material without Company’s express written permission.
(d) To the extent that the Licensed Material includes any caption, description or other textual information, the Company does not warrant that any such information is accurate.
(e) Company’s trademarks, logos, and service marks, are and will remain the sole property of the Company. Nothing in this Agreement confers upon Licensee any right of ownership in Company’s trademarks, logos, or service marks.
(f) In partial consideration for the license conveyed hereby, Licensee agrees not to, directly or indirectly, challenge, contest, impair, or invalidate Company’s rights in any of Images as they relate to the Licensed Use.
(g) Licensee must immediately notify Company if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee or is wrongfully using the Licensed Material, in whole or in part, or is violating any of Company’s intellectual property rights.
4. Prohibited Uses
Licensee may not at any time:
(a) Use Licensed Material for any commercial, promotional, advertising, or merchandising use, unless the Company has granted additional rights as specifically set out in other Exhibits;
(b) Use any colorable imitation of any Licensed Material, or any variant form of any Licensed Material not specifically approved;
(c) Make Licensed Material available in any medium in a manner intended to allow or invite persons to download or extract Licensed Material;
(d) Take any action that would bring Licensed Material into public disrepute including use of Licensed Material for any pornographic, defamatory, or otherwise unlawful use, whether directly or in context or juxtaposition with specific subject matter; or
(e) Make any claim or indication that the Company endorses Licensee’s products or services or portray itself as an agent, servant, or employee of the Company.
(f) The Licensed Uses may not depict or imply endorsement of:
Partisan political activity;
Firearms or other weapons;
Racist, sexist, hateful, demeaning or degrading language or statements;
Statements impugning other universities.