Photography Non-Disclosure Agreement
This Photography Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between:
[Your Company Name]
[Your Company Address]
[Your Company Email]
[Your Company Number]
AND
[Second Party Company Name]
[Second Party Company Address]
[Second Party Company Email]
[Second Party Company Number]
Collectively referred to as "the Parties."
I. INTRODUCTION
A. Parties Involved
This Agreement is entered into by and between [Your Company Name], ("Photographer") and [Second Party Company Name] ("Client").
B. Purpose of Agreement
The purpose of this Agreement is to establish the terms under which confidential information, including photographs, videos, and other materials related to the photoshoot or project, will be disclosed and protected from unauthorized use or dissemination.
II. DEFINITIONS
A. Confidential Information
For purposes of this Agreement, "Confidential Information" refers to any photos, images, videos, creative concepts, proprietary information, designs, locations, intellectual property, or any materials related to the photography session provided by either party, whether disclosed verbally, in writing, or in electronic form.
B. Exclusions
Confidential Information does not include information that:
Is or becomes publicly available without breach of this Agreement.
Is already known to the recipient at the time of disclosure.
Is independently developed by the recipient without reference to the Confidential Information.
III. CONFIDENTIALITY OBLIGATIONS
A. Non-Disclosure
Both Parties agree not to disclose any Confidential Information to any third parties without prior written consent from the disclosing party. This includes, but is not limited to, photographs, videos, and any other content related to the photoshoot.
B. Non-Use
Neither party will use the Confidential Information for any purpose other than the agreed-upon photography project. The images or footage may not be used for commercial purposes, promotion, or distribution without prior consent from the disclosing party.
IV. OWNERSHIP AND INTELLECTUAL PROPERTY
A. Ownership of Images
The photographer retains all rights, titles, and interest, including copyright, in and to the images, photographs, and any related content captured during the photoshoot. Client is granted a license to use the images only as expressly outlined in this Agreement.
B. Usage Rights
The Client may use the images only for the specific purposes agreed upon in writing (e.g., for marketing materials, internal use, etc.). Any other use of the images, including publication or sale to third parties, is prohibited unless the Photographer provides written consent.
V. DURATION OF AGREEMENT
A. Confidentiality Period
The obligations of confidentiality under this Agreement shall continue indefinitely, unless terminated by mutual written consent of the Parties, or as otherwise specified in the Agreement.
B. Termination
This Agreement may be terminated by either party upon written notice to the other party. However, the confidentiality obligations will survive the termination of the Agreement with respect to any information disclosed prior to termination.
VI. EXEMPTIONS
A. Legal Requirements
If either party is required by law to disclose Confidential Information (e.g., by court order or subpoena), they must promptly notify the other party and provide a reasonable opportunity to seek protective measures before such disclosure.
B. Prior Written Consent
Any sharing of the Confidential Information with third parties must be authorized in writing by the other party.
VII. CONSEQUENCES OF BREACH
A. Legal Remedies
Both Parties acknowledge that any breach of this Agreement may cause irreparable harm to the disclosing party. In the event of a breach, the non-breaching party may seek injunctive relief, in addition to any other available legal remedies, including monetary damages.
B. Indemnification
In the event of a breach, the breaching party agrees to indemnify and hold the non-breaching party harmless from any and all claims, damages, losses, or expenses arising from the unauthorized disclosure or use of the Confidential Information.
VIII. MISCELLANEOUS
A. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
B. Entire Agreement
This Agreement represents the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings relating to the subject matter of this Agreement.
C. Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.
D. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IX. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Photography Non-Disclosure Agreement as of the date first above written.
[Your Company Name]
[Your Name]
[Your Title]
[Date]
[Second Party Company Name]
[Authorized Representative Name]
[Authorized Representative Title]
[Date]
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