Photo License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PHOTO LICENSE AGREEMENT

This Photo License Agreement (the “Agreement”) is made effective as of {{effective_date}}, by and between {{licensor_name}} (the “Licensor”), with a principal place of business at {{licensor_address}}, and {{licensee_name}} (the “Licensee”), with a principal place of business at {{licensee_address}}.

WHEREAS, Licensor is the sole owner of certain photographic works described in Exhibit A (the “Photographs”); and

WHEREAS, Licensee desires to obtain a license to use the Photographs for the purposes and upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Grant of License

1.1. Licensor hereby grants to Licensee a {{license_type}} license to use the Photographs for {{permitted_use}}.

1.2. This license is {{exclusive_non_exclusive}} and {{transferable_non_transferable}}.

1.3. The territorial scope of this license is {{territory}}.

1.4. The term of this license shall commence on {{start_date}} and continue until {{end_date}} (the “License Term”), unless sooner terminated as provided herein.

2. Permitted Use

2.1. Licensee may use the Photographs for the following purposes: {{detailed_permitted_use_description}}.

2.2. Any use of the Photographs outside of the scope of {{permitted_use}} is strictly prohibited and shall be deemed a material breach of this Agreement.

3. Restrictions on Use

3.1. Licensee shall not sublicense, sell, rent, lease, distribute, or otherwise transfer the Photographs to any third party without the prior written consent of Licensor.

3.2. Licensee shall not modify, alter, or adapt the Photographs without the prior written consent of Licensor.

3.3. Licensee shall not use the Photographs in any manner that is unlawful, defamatory, or otherwise objectionable.

3.4. Licensee shall include a copyright notice in the following format with each use of the Photographs: “© {{photographer_name}}” or as otherwise instructed by Licensor.

4. License Fees

4.1. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{currency_symbol}}{{amount}} ({{amount_words}}) on or before {{payment_due_date}}.

4.2. All payments shall be made in {{currency}}.

4.3. Any late payments shall incur a late fee of {{late_fee_percentage}}% per month or the maximum amount permitted by law, whichever is less.

5. Ownership and Copyright

5.1. Licensee acknowledges that Licensor is and shall remain the sole owner of all rights, title, and interest in and to the Photographs, including all copyrights and other intellectual property rights.

5.2. This Agreement does not transfer any ownership rights in the Photographs to Licensee.

6. Warranties and Indemnification

6.1. Licensor warrants that it has the full right and authority to enter into this Agreement and to grant the license herein.

6.2. Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Licensee’s use of the Photographs or any breach of this Agreement.

6.3. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PHOTOGRAPHS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Termination

7.1. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

7.2. Upon termination, Licensee shall immediately cease all use of the Photographs and destroy all copies of the Photographs in its possession or control.

7.3. Termination shall not relieve Licensee of its obligation to pay any outstanding license fees.

8. Governing Law

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles.

9. Entire Agreement

9.1. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

_____________________________

Licensor Signature

Name: {{licensor_signature_name}}

Title: {{licensor_title}}

_____________________________

Licensee Signature

Name: {{licensee_signature_name}}

Title: {{licensee_title}}

EXHIBIT A: DESCription of the Photographs

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