AGENCY AGREEMENT Agency Agreement, dated ________________, [insert date], is by and between PICHA Stock LLC (“PICHA”), located in Washington, United States of America, and ________________________ (“Photographer”),located at _______________________________ (“this Agreement” or
“the Agreement”). WHEREAS,Photographer desires that PICHA Stock serve as Photographer’s
worldwide agent to sell, license, lease, and/or distribute certain
images created by Photographer (“Photographer’s Images”); WHEREAS,PICHA Stock desires to serve as Photographer’s worldwide agent to sell, license, lease, or distribute certain of Photographer’s
Images; NOW THEREFORE, in consideration of the mutual promises and upon the terms and conditions set forth below, the parties hereto hereby agree as follows:
1.GRANT OF AUTHORITY
1.1 Photographer hereby appoints PICHA Stock as its agent and representative, subject to the terms and conditions of this Agreement, to sell, license, lease, and otherwise distribute throughout the world any and all of Photographer’s Images, in any form, that Photographer delivers to PICHA Stock and which PICHA Stock selects for distribution, now and in the future (the “Selected Image(s)”). PICHA Stock shall be allowed to represent itself to the world as the agent and representative of Photographer with respect to any Selected Images for the term of this Agreement and shall be allowed to use Photographer’s name, identity, and likeness in connection with the sale, license, leasing, and other distribution of any Selected Image, including for promotional and marketing purposes, in connection with this Agreement.
1.2 Photographer shall refrain from soliciting or selling Photographer’s Images to clients to whom PICHA Stock has introduced Photographer and to whom PICHA Stock has sold Photographer’s Images.
1.3 PICHA Stock shall use its best efforts to secure sales, licenses, or leases to the Selected Images. Photographer agrees that all negotiations, terms, and compensation concerning the sale, licensing, leasing, or other distribution or use of the Selected Images shall be solely in the discretion of PICHA Stock and will not require prior consultation with Photographer. Photographer
agrees to grant to any third party to which PICHA Stock sells,licenses, leases, or distributes any Selected Image the full scope of any rights sold, licensed, or leased to such third party by PICHA Stock. Notwithstanding the foregoing, no sale or transfer of Selected Images will take place that relinquishes Photographer’s copyright in any Selected Image unless written authorization is provided to PICHA Stock by Photographer. Nothing in this Agreement shall be construed as requiring PICHA Stock to procure a minimum number of sales, licenses, or leases of any Selected Images.
2.TERM This Agreement shall be effective as of the date set forth in the introductory paragraph of this Agreement and shall continue for a period of one (1) year. Thereafter, the Agreement shall renew itself automatically for consecutive one-year periods at each expiration date, unless either party terminates the Agreement by providing notice in writing to the other party sixty (60) days before the expiration of any one-year period.
3.SUBMISSION,ACCEPTANCE, CUSTODY, AND RETURN OF IMAGES
3.1 Photographer shall, during the term of this Agreement, submit Photographer’s Images to PICHA Stock for acceptance by PICHA Stock. PICHA Stock, in its sole discretion, shall have the right to accept or not to accept, any of Photographer’s Images submitted by Photographer.PICHA Stock shall not charge Photographer, nor shall Photographer charge PICHA Stock, for PICHA Stock accepting any Selected Image into its database of images.
3.2 Any of Photographer’s Images submitted by Photographer shall be in high-resolution digital format, and/or in any format and acceptable media as specified by PICHA Stock, the guidelines of which are subject to change, but which PICHA Stock shall provide in advance to Photographer. Photographer shall provide to PICHA Stock all metadata containing copyright and caption information and preferred credit information. Consistent with section 6.3, Photographer shall also provide to PICHA Stock all necessary releases from persons depicted in, or whose property is depicted in, any images submitted to PICHA Stock promptly after submission of any images.
3.3 PICHA Stock shall retain the right, at its discretion, to de-designate any Selected Image as a Selected Image and to remove any such image from its database and/or website at any time and for any reason.In such circumstances, PICHA Stock shall use reasonable efforts to return any originals of any such image to Photographer within two (2) months of such removal. Notwithstanding the foregoing, PICHA Stock shall be allowed to retain one (1) copy of any such image for recordkeeping and/or promotional purposes, as set forth in section 4. A de-designation of any Selected Image by PICHA Stock under this section shall not affect or otherwise invalidate any sale,license, lease, or distribution of such image that occurred prior to the de-designation of such image. Moreover, PICHA Stock shall retain the right to renew or extend the terms of any license or lease for such image granted by PICHA Stock to any customer prior to the de-designation of such image under this section.
3.4 Photographer may recall any Selected Image at any time by providing a written request to PICHA Stock. In such circumstances, PICHA Stock shall use reasonable efforts to remove from its database and/or website any such image that Photographer has recalled and to return any originals of any such image to Photographer within two (2) months from PICHA Stock’s receipt of Photographer’s written request.Notwithstanding the foregoing, PICHA Stock shall be allowed to retain one (1) copy of any such image for recordkeeping and promotional purposes, as set forth in section 4. A recall of any Selected Image by Photographer under this section shall not affect or otherwise invalidate any sale, license, lease, or distribution of such image that occurred prior to the recall of such image. Moreover, PICHA Stock shall retain the right to renew or extend the terms of any license or lease for such image granted by PICHA Stock to any customer prior to the recall of such image under this section.
3.4.1 If PICHA Stock sells, licenses, leases, or otherwise distributes any Selected Image after Photographer recalls such image, but before PICHA Stock removes such image from its database and/or website pursuant to section 3.4, such sale, license, lease, or distribution shall be valid.
4.PERMISSIBLE USES OF IMAGES
4.1 Photographer grants to PICHA Stock the right to reproduce, display, distribute,store, or otherwise use any Selected Image, whether in printed,
digital, or any other format, for purposes of, and in connection
with, selling, licensing, leasing, or otherwise distributing the
Selected Image during the term of this Agreement.
also grants to PICHA Stock the right to reproduce, display,
distribute, store, or otherwise use any Selected Image for purposes
of promoting or marketing PICHA Stock’s services in any medium
and by any means during the term of this Agreement.
4.2.1. If PICHA Stock de-designates any Selected Image as a Selected Image,
pursuant to section 3.3, or Photographer recalls any Selected
Image, pursuant to section 3.4, PICHA Stock shall be allowed to
continue using such image for any marketing or promotional
purposes for a period of one (1) year from the date that PICHA
Stock de-designates such image or Photographer recalls such image.
also grants to PICHA Stock the right to alter or distort, or to
arrange for the alteration or distortion of, any Selected Image in
connection with the sale, license, lease or distribution of such
Selected Image, provided the original image shall not be damaged in
connection therewith. This right shall also extend to any third
party purchaser, licensee, or lessee of any Selected Image,
pursuant to any terms, conditions, or agreement negotiated or
reached between PICHA Stock and such third party.
Stock shall also be permitted to alter or distort any Selected
Image for the purpose of protecting against and/or monitoring any
unauthorized reproduction, display, distribution, or use of any
Selected Image, including but not limited to affixing watermarks,
copyright notices, and/or other marks, symbols, or metadata,
whether visible or invisible on the face of the image; altering or
distorting the resolution or quality of the image when used for
display or marketing purposes; and employing digital software or
programs used to monitor the use or distribution of images.
Notwithstanding the foregoing, this section shall not be
interpreted as requiring PICHA Stock to use any means or method to
protect against infringement or unauthorized use of any of
Photographer’s Images by third parties.
Stock shall be entitled to retain one (1) copy of any of
Photographer’s Images submitted to PICHA Stock by Photographer
for recordkeeping purposes, notwithstanding the expiration or
termination of this Agreement, or the de-designation of any
Selected Image as a Selected Image by PICHA Stock or the recall of
any Selected Image by Photographer, as set forth in sections 3.3 or
3.4. Photographer acknowledges that multiple digital copies of
Photographer’s Images submitted by Photographer may be made or
transferred during the term of this Agreement and during the course
of the parties’ relationship, given the nature of digital
submissions, correspondence, and storage. Accordingly, in no case
shall PICHA Stock be liable for the inadvertent or incidental
retention or storage of multiple copies of Photographer’s Images
in digital format, including but not limited to cache, email,
online, disc, server, cloud or other electronic or digital copies.
agrees to accept, in full payment and consideration for any sale,
license, or lease of any Selected Images entered into by PICHA
Stock under this Agreement, forty percent (40%) of the fees billed
and collected by PICHA Stock.
Stock shall use reasonable efforts to collect all amounts billed by
PICHA Stock pursuant to this Agreement, but Photographer shall not
be entitled to receive any share of payment billed until such
amount is actually received by PICHA Stock.
part of PICHAs policy of issuing commissions in dollars and not
pennies, the Photographer during the life of this agreement shall
receive a series of cumulative payments from purchase of his/her
images, these payments will be made once the Photographers account
reaches a minimum of $100.
of all amounts owing to Photographer pursuant to this Agreement shall
be made by PICHA as soon as is practicable and after PICHA completes
and receives payment for the cumulative payment as prescribed in section 5 (5.3),
lease of any Selected Image. For avoidance of doubt, PICHA shall not
to Photographer if no payments are due to Photographer. In the event
of a cancellation
of any sale, license, or lease of any Selected Image by any of
after payment has been made to Photographer, Photographer authorizes
to deduct any amount paid to Photographer from sums due to
the sale, license, or lease of other Selected Images. PICHA shall
to request such repayment directly from Photographer, and
to reimburse PICHA for any such cancelled transaction.
shall retain the right to examine PICHA Stock’s books and records
with respect to proceeds received by PICHA Stock in connection with
the sale, license, or lease of any Selected Images once a year at
Photographer’s own expense. Such examination shall be done upon
reasonable notice to PICHA Stock and will be conducted during PICHA
Stock’s normal business hours.
as provided in sections 5 and 7 of this Agreement, PICHA Stock
shall not be responsible for or liable to Photographer for any
other compensation or any expenses incurred by Photographer in
creating, maintaining, or protecting any of Photographer’s Images
submitted by Photographer to PICHA Stock in connection with this
Agreement, nor for any state, national, international or other
taxes or duties imposed on Photographer as a cost of doing business
under this Agreement.
agreements between PICHA Stock and Photographer to share costs for
promotions or marketing of Selected Images, including, but not
limited to, print catalogs, direct mail or email promotions, web
banners, advertisements, and electronic catalogs and promotions
will be arranged on a per project basis.
represents, warrants, and covenants that Photographer has the right
to enter this Agreement and to perform all obligations under this
represents, warrants, and covenants that Photographer is and will
be the sole creator and owner of, and holder of all intellectual
property rights to, all images submitted to PICHA Stock; that such
images are and will be original and that no restrictions of any
kind currently are or will be placed on PICHA Stock’s rights to
offer such images for reproduction, display, or use by third
parties; and that such images do not and will not infringe on any
statutory copyright or trademark right, common law right,
proprietary right, privacy or publicity right, or any other right
whatsoever of any third party, now or in the future.
represents, warrants, and covenants that Photographer has secured
from all persons depicted, or from owners of any property depicted,
in each of Photographer’s Images submitted by Photographer to
PICHA Stock all necessary written releases from any and all
liability related to such person’s or property’s depiction in
Photographer’s Image, and that any such releases or copies
thereof will be delivered to PICHA Stock promptly after submission
of such Photographer’s Image to PICHA Stock.
shall indemnify, defend, and hold PICHA Stock harmless from and
against any loss, expense, liability, damage or claim, including
attorneys’ fees, related to the representations, warranties, and
covenants made pursuant to sections 6.1 to 6.3, including any
is understood and agreed that this Agreement does not constitute an
employment contract between PICHA Stock and Photographer, and that
Photographer’s status is that of an independent contractor.
OR DAMAGE Photographer
understands, acknowledges, and hereby agrees that due to the nature
of the photography agency business and the large quantity of images
handled, counted, filed and trafficked on a regular basis, PICHA
Stock cannot and does not accept any liability whatsoever to
Photographer or to Photographer’s heirs and assigns, for any loss
or damage to, or unauthorized use of, any image or other materials
submitted by Photographer to PICHA Stock unless such loss, damage,
or unauthorized use is caused by PICHA Stock’s gross or willful
negligence. Photographer acknowledges and agrees that this absolute
limitation on PICHA Stock’s liability is a material condition for
PICHA Stock accepting Photographer’s Images, and if Photographer
did not agree to this clause, PICHA Stock would not accept
submission of any of Photographer’s Images.
understands and acknowledges that if it desires to have its images
protected and/or to obtain recovery for any loss of or damage to
any of Photographer’s Images, Photographer will have to obtain
its own insurance, and that PICHA Stock is under no obligation to
obtain any insurance in connection with this Agreement.
the event of any damage, destruction, loss or unauthorized use of
any Photographer’s Image by any person to whom PICHA Stock sells,
licenses, leases, or distributes Photographer’s Images,
Photographer hereby grants to PICHA Stock full and complete
authority to make claims, institute suits and otherwise seek
recovery from any such person in the first instance and in PICHA
Stock’s sole discretion. All settlements thereof shall likewise
be in PICHA Stock’s sole discretion. All amounts recovered by
PICHA Stock in connection with any such claims, suits, or recovery
shall be allocated between Photographer and PICHA Stock as follows:
(a) PICHA Stock shall first be reimbursed for all costs and
expenses PICHA Stock incurs in the pursuit of any claims, suits, or
recovery, including, but not limited to, legal, consulting, and
collection fees incurred or paid by PICHA Stock; (b) all remaining
amounts shall be apportioned forty percent (40%) to Photographer
and sixty percent (60%) to PICHA Stock. Nothing in this section
shall be construed as imposing any duty or obligation on PICHA
Stock to make claims, institute suits, seek recovery, or
investigate the possibility of any such claim, suit, or recovery
arising from any damage, destruction, loss, or unauthorized use of
any of Photographer’s Images by any of PICHA Stock’s customers.
If PICHA Stock elects not to make a claim, institute a suit, or
otherwise seek recovery under this section and Photographer
desires to pursue a claim, Photographer may do so after obtaining
written consent from PICHA Stock.
to section 8.3, this Agreement shall not be terminated within the
first one (1) year term.
either party decide to voluntarily terminate this Agreement at the
expiration of the first one (1) year term or any renewal thereof,
that party must so notify the other in writing not less than sixty
(60) days prior to the termination of that term.
the foregoing, this Agreement may also be terminated: (i) at any
time upon the mutual written agreement of PICHA Stock and
Photographer; (ii) in the event of a material breach of this
Agreement, upon written notice by the non-breaching party, if such
material breach of this Agreement remains uncured thirty (30) days
after the non-breaching party provided written notice of that
breach; (iii) upon written notice given by PICHA Stock in the event
that PICHA Stock’s ability to sell, license, lease, or otherwise
distribute Photographer’s Images becomes subject to challenge by
a third party; (iv) in the event PICHA Stock becomes insolvent, or
seeks protection or is involuntarily forced into bankruptcy
proceedings under the U.S. Bankruptcy Code or any similar legal
regime in a jurisdiction outside of the United States.
termination of this Agreement shall not affect the validity of the
sale, license, or lease of any of Photographer’s Images by PICHA
Stock, or the rights conferred to any third party in connection
with such sale, license, or lease, pursuant to this Agreement prior
to the effective date of such termination.
PICHA Stock terminates its business, or its business is terminated
by operation of law, including but not limited to by merger or by
bankruptcy, all images and rights thereto under this Agreement
shall revert to Photographer.
Agreement may not be assigned by either party either voluntarily or
by operation of law without prior written consent of the other
party, except that PICHA Stock may assign this Agreement in
connection with the sale or transfer of all or substantially all of
PICHA Stock’s business, provided that the purchaser or transferee
agrees in writing to assume all of PICHA Stock’s obligations and
liabilities to Photographer.
9.1 Confidentiality. The parties shall keep this Agreement and its terms confidential,
and neither party will hereafter disclose such terms in any manner
whatsoever, except that the parties may disclose the terms of this
Agreement: (a) as necessary and appropriate to the parties’ tax
preparers; (b) in confidence, to their respective insurers,
attorneys, accountants, auditors, and financial advisors; (c)
insofar as such disclosure may be necessary to enforce its terms;
or (d) as required under law. Notwithstanding this provision, the
parties may disclose that PICHA Stock is acting as Photographer’s
agent during the term of this Agreement.
9.2 Notice. When notice is required to be given under this Agreement, it shall
be considered given if (1) e-mailed, (2) mailed, First Class, U.S.
Mail, Postage Prepaid, or (3) delivered via FedEx, UPS, or other
similar courier service, as follows: If
to PICHA Stock, to: legal@PICHA Stockstock.com If
to Photographer, to: [INSERT PHOTOGRAPHER NAME/ADDRESS]
Law. This Agreement
shall be governed by and construed under the laws of the State of
Washington, United States of America, without regard to any
conflict of law principles. In the event of a dispute arising
under or relating to this Agreement, the exclusive forum for any
such dispute shall be the State or Federal courts in the State of
Washington, and the parties hereby consent to the jurisdiction and
any final, non-appealable judgment of such State or Federal courts.
Photographer agrees to waive the limitations, provisions, or
protections of any and all laws of Photographer’s place of
residence, as well as any international treaties, existing now or
in the future, as they may concern this Agreement.
9.4 Severability. Should any provision or clause of this Agreement be determined to
be non-enforceable by a State or Federal court in Washington, that
provision or clause shall be severed from this Agreement, and all
remaining provisions and clauses in this Agreement shall be
9.5 Execution. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one instrument. Faxed, scanned, emailed, and/or
digital signatures shall constitute original signatures binding on
the signing party.
Bound. This Agreement
shall be binding on Photographer, on PICHA Stock, and on each
party’s respective heirs, executors, administrators, successors,
of Agreement. In the
event an ambiguity or
question of intent or interpretation arises, this Agreement shall
be construed as jointly drafted by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provision of this
Agreement constitutes the entire Agreement between the parties, and
it may not be amended or modified unless in writing and upon mutual
consent of the parties.
IN WITNESS WHEREOF, and intending to be legally bound by the foregoing
terms and conditions, the parties hereby execute this Agreement
through their signatures, or the signatures of their authorized
representatives, below. PICHA STOCK LLC
Name: Title: Date: PHOTOGRAPHER
Name: Title: Date:
Copyright 2019 PICHAstock Studio, All rights reserved.