Agency Agreement

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.
  • 4.2 Photographer
    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.
  • 4.3
    Photographer
    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.

     

    • PICHA
      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.

       

  • 4.4 PICHA
    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.

     

5.COMPENSATION

  • 5.1 Photographer
    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, fifty percent (50%) of the fees billed
    and collected by PICHA Stock.

  • 5.2 PICHA
    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.

  • 5.3 As
    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.

  • 5.4 Payments
    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),
    license,or
    lease of any Selected Image. For avoidance of doubt, PICHA shall not
    issue any
    payment
    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
    PICHA’s
    customers
    after payment has been made to Photographer, Photographer authorizes
    PICHA
    to deduct any amount paid to Photographer from sums due to
    Photographer
    from
    the sale, license, or lease of other Selected Images. PICHA shall
    also be
    authorized
    to request such repayment directly from Photographer, and
    Photographer
    agrees
    to reimburse PICHA for any such cancelled transaction.

  • 5.5 Photographer
    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.
  • 5.6
    Except
    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.
  • 5.7
    Any
    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.

     

6.REPRESENTATIONS
AND WARRANTIES

  • 6.1 Photographer
    represents, warrants, and covenants that Photographer has the right
    to enter this Agreement and to perform all obligations under this
    Agreement.

  • 6.2 Photographer
    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.

  • 6.3 Photographer
    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.

  • 6.4 Photographer
    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
    breach thereof.

  • 6.5 It
    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.

  • 6.6 LOSS
    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.

  • 6.7
    Photographer
    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.

     

  • 6.8
    In
    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.

 

7.TERMINATION

  • 7.1 Subject
    to section 8.3, this Agreement shall not be terminated within the
    first one (1) year term.

  • 7.2 Should
    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.

  • 7.3 Notwithstanding
    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.

  • 7.4 The
    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.

  • 7.5 If
    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.

8.LIMITATIONS
ON ASSIGNMENT

  • 8.1 This
    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. MISCELLANEOUS
PROVISIONS

  • 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]

  • 9.3 Governing
    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
    enforceable.

  • 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.

  • 9.6 Parties
    Bound.
    This Agreement
    shall be binding on Photographer, on PICHA Stock, and on each
    party’s respective heirs, executors, administrators, successors,
    and assigns.

  • 9.7 Interpretation
    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.

  • 9.8 Entire
    Agreement.
    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

By:__________________________

Name:
Title:
Date:
PHOTOGRAPHER

By:__________________________

Name:
Title:
Date:

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