Free Photography Licensing Agreement

This Photography Licensing Agreement ("Agreement") is entered into on this November 28, 2050, by and between:

[Your Company Name], with its principal place of business at [Your Company Address] (hereinafter referred to as the "Photographer"), and [Second Party Company Name], with its principal place of business at [Second Party Company Address] (hereinafter referred to as the "Licensee").

The parties agree as follows:

I. Grant of License

A. Description of Licensed Work

The Photographer grants the Licensee the right to use the following photographs created during the Autumn Campaign 2050 photo shoot: "Golden Park Sunset.jpg", "Fall Portrait.jpg", and "Rustic Leaves Tabletop.jpg". Each photograph will be delivered in high-resolution JPEG format with dimensions of 4000x3000 pixels.

B. Scope of License

The Licensee may use the licensed photographs in digital formats, including website banners, Instagram advertisements, and email marketing campaigns. Use in print media, including posters or magazines, requires separate written approval from the Photographer.

C. Exclusivity

This license is non-exclusive, and the Photographer retains the right to license the photographs to other parties, including competitors of the Licensee. The Licensee may not represent or suggest that it has exclusive rights to these photographs in its marketing materials.

D. Territory

The Licensee is granted worldwide usage rights, with particular emphasis on regions where the Licensee operates, including North America, Europe, and Asia. Any use beyond these regions must be pre-approved in writing by the Photographer.

E. Duration

The license is valid from December 1, 2050, to December 31, 2051. The Licensee must cease all uses of the photographs and remove them from any active marketing materials upon the expiration date.

II. Rights and Restrictions

A. Ownership

The Photographer retains full copyright ownership of all licensed photographs under the United States Copyright Act. The Licensee's use of the photographs does not transfer ownership or any implied rights beyond the scope of this Agreement.

B. Restricted Uses

The Licensee is strictly prohibited from using the photographs in any manner deemed defamatory, obscene, or otherwise unlawful. Additionally, the photographs may not be sublicensed, edited, or altered without prior written consent from the Photographer.

C. Credit Attribution

When applicable, the Licensee agrees to credit the Photographer as follows: "Photography by [Your Company Name]." The credit must be clearly visible in print and digital formats, such as beneath images in magazines or in the footer of websites.

III. Compensation

A. Licensing Fee

The Licensee agrees to pay a licensing fee of $[00] USD for the use of the photographs during the agreed term. Payment must be made in full prior to the delivery of the photographs to the Licensee.

B. Payment Terms

The payment is due by November 30, 2050, and may be made via bank transfer to Account Name: [Your Company Name], Account Number: [00000] at [Bank Name]. Late payments will incur a penalty of [00]% of the licensing fee for each 15-day period past the due date.

IV. Representations and Warranties

A. By the Photographer

The Photographer warrants that all photographs provided under this Agreement are original works and free from any claims of infringement or violation of third-party intellectual property rights. Furthermore, all required model or property releases for the photographs have been properly obtained and are on file.

B. By the Licensee

The Licensee represents that its use of the photographs will comply with all applicable laws, regulations, and the terms outlined in this Agreement. The Licensee also warrants that it will not use the photographs in any manner that damages the reputation of the Photographer.

V. Indemnification and Liability

A. Indemnification

The Licensee agrees to indemnify and hold harmless the Photographer against all claims, liabilities, and expenses arising from the unauthorized use of the photographs or any violation of this Agreement by the Licensee. The Photographer agrees to indemnify the Licensee for any breach of representations regarding the originality of the photographs.

B. Limitations of Liability

The Photographer’s liability is limited to the total amount of the licensing fee paid under this Agreement. In no event shall the Photographer be held liable for indirect, incidental, or consequential damages resulting from the Licensee's use of the photographs.

VI. Termination

A. Termination Conditions

This Agreement may be terminated by either party if the other party materially breaches any provision of the Agreement and fails to cure such breach within 30 days of receiving written notice. The Agreement may also terminate automatically upon the expiration of the licensing term.

B. Effects of Termination

Upon termination, the Licensee must cease all use of the photographs immediately and delete all copies from its systems, including backups, within 7 days. The Licensee must also provide a written confirmation of compliance to the Photographer.

VII. General Provisions

A. Governing Law

This Agreement is governed by and construed in accordance with the laws of [State], without regard to its conflict of laws principles.

B. Entire Agreement

This document constitutes the entire understanding between the parties regarding the licensed use of the photographs and supersedes all prior discussions, agreements, or understandings.

C. Amendment Clause

Any modifications to this Agreement must be made in writing and signed by both parties. No verbal agreements shall be binding.

D. Dispute Resolution

The parties agree to resolve disputes arising from this Agreement through binding arbitration conducted under the rules of the American Arbitration Association. Arbitration will take place in [City].

VIII. Signatures

By signing below, both parties acknowledge that they have read, understood, and agree to all terms and conditions outlined in this Agreement. This Agreement is binding as of the date of the last signature.

[Your Name]

[Your Job Title]

[Your Company Name]

[Date]

[Representative's Name]

[Job Title]

[Second Party Company Name]

[Date]

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