1) AGREEMENT - This contract between DAVID SHEPHERD (hereafter “Photographer”) and FLOWERS COMMUNICATIONS GROUP, (hereafter “Client”), governs assignments executed by the Photographer for the Client on the Agreed Shoot Date and constitutes the entire agreement between the parties concerning those assignments.

2) COMPENSATION – The Client will pay the Photographer a fee, inclusive of all normal expenses, to be agreed upon per assignment, for specified usage. A retainer of 50% of the total fee is due prior to the assignment date. The overtime rate for any work request that extends beyond the agreed schedule is $400 per hour and is billed in full-hour (60 minutes) increments and rounded up to the next full hour.

3) PAYMENT - The client will make payment within 30 days of receipt of the invoice or prior to the event. Payments can be made via check or electronically. If for any reason this method does not work, a reasonable alternative solution can be used. Personal checks are not accepted.

4) COPYRIGHT – Photographer warrants that he retains all intellectual property rights in Photo images, including the sole copyright to the Photo images. Therefore, Photographer is entitled to grant the license to use Photo images described in this Agreement and confirm that this Agreement does not infringe intellectual property rights of third parties. 

4) DURATION OF USAGE – Photographer grants the Client perpetual usage license which shall never expire. Only the images created on the agreed date are included with this license. Any image created either prior to or after this date is not included in this agreement.

5) PERMITTED USE UNDER LICENSE

1. Client shall use the library images for professional and commercial use, subject to the restrictions set out in this Agreement, for the duration of the License term.

2. Client shall not at any time, whether during or after the term of this Agreement, do or cause to be done any act aimed to challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of Photographer’s rights in the Photo images.

3. Client acknowledges and agrees that Photographer has, shall retain, and may exercise during the term of this Agreement and thereafter all intellectual property rights and remedies available to Photographer, whether derived from this Agreement, from law, or otherwise, as a result of or in connection with Licensee’s breach of this Agreement, misuse of the Photo images, or any other use of the Photo images by Client which is not expressly permitted by this Agreement.

6) FOREIGN LANGUAGE & FOREIGN EDITION USE - If the Client wishes to use any of the Photographer’s photos in a foreign language edition of the publication or in an English language edition outside of the United States, Client shall seek prior permission from Photographer and pay an additional fee to be agreed upon.

7) STOCK USE - If the Client wishes to reuse any Photographs generated from an earlier assignment, the Client shall notify the Photographer in advance of that use and pay an additional fee to be agreed upon.

8) THIRD-PARTY USE - Client will not assign or transfer the rights granted herein or authorize the use of Photographs (whether in the context of the Client or not) to any third party for any reason.

9) OTHER USE - If the Client wishes to make any use of the Photographs not covered by this Agreement, the Client shall seek permission from Photographer in advance, and pay an additional fee to be agreed upon.

10) CANCELLATIONS, POSTPONEMENTS - In the event of a cancellation or postponement of a shoot by the Client or subject, the Client shall pay 50% retainer of the anticipated photographic fee to Photographer. If a shoot is canceled within 24 hours of departure for the shoot, the Client shall pay 50% of the anticipated photographic fee. The same policy holds for cancellations due to bad weather. 

11) CLIENT REPRESENTATION - The Client is responsible for the presence of an authorized representative at the shoot to approve the Photographer’s interpretation of the assignment. If a Client representative is not present, the Photographer’s interpretation shall be deemed acceptable.

12) EXCLUSIVITY - Assignment Photographs will be exclusive to the Client in perpetuity with the exception that the photographer can use the images created for marketing, education, presentation, and any additional professional purpose. The Photographer will not distribute or sell images without expressed written consent from the client.

13) INDEMNIFICATION - Client hereby indemnifies and holds Photographer harmless against any and all liabilities, claims, and expenses, including reasonable attorney’s fees, arising from Client’s use of Photographer’s Work.

14) AUTHORSHIP CREDIT - A credit in the name of the Photographer shall accompany his photograph, on the same page, where it is reproduced, except for the case of a cover photo, where the credit may appear on the table of contents page. In the case of multiple photos, it may appear once at the beginning of the spread. Any credit omission will be rectified by the Client including a correction in the following issue, or by the Client paying the Photographer to double the otherwise agreed-upon fee.

15) TEAR SHEETS AND SAMPLES - Client will provide Photographer with copies of any publication his Photos appear in and access to digital content created by the client.

16) INDEPENDENT CONTRACTOR STATUS - Photographer acknowledges that he is an independent contractor, and is responsible for paying the proper taxes and insurance as such.

17) TURN-AROUND TIME – Normal schedule for final image delivery is 45-60 days or a delivery date confirmed by the Photographer and Client).

18) SOCIAL MEDIA SHARING – It is understood that both the Client and Photographer can post finished images on social media platforms. The Client has unlimited usage for social media posting, advertising, etc. Photographer will limit usage on social media to approve and finish images from the Client.

19) MISCELLANEOUS

1. Assignment - Client shall not assign, sublicense, transfer, or otherwise convey Licensee’s rights or obligations under this Agreement without Photographer’s prior written consent. Client shall indemnify and hold harmless Photographer against all liability, costs, and expenses, including but not limited to a reasonable attorney's fee, arising out of or in connection with claims relating to an attempted assignment, sublicense, transfer, or other conveyance of Licensee’s rights and obligations.

2. Applicable Law - This Agreement shall be interpreted, construed, and enforced pursuant to the laws of the State of Illinois.

3. Settlement of disputes - If a dispute arises during or after the term of this Agreement between the Parties, they shall agree to negotiate amongst themselves, in “good faith”, before any litigation.

4. Entire Agreement - This Agreement supersedes all previous agreements, understandings, and arrangements between the parties, whether oral or written and constitutes the entire agreement between the Parties.

5. Severability - If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

6. Amendments - This Agreement may not be modified, amended, altered, or supplemented except by an agreement in writing executed by the parties hereto.

7. Waivers - The waiver by either party of a breach or other violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement.

8. Notice - Unless otherwise provided herein, any notice, demand, or communication required, permitted, or desired to be given hereunder shall be in writing and shall be delivered by hand, by telex or telecopy, by facsimile, or by registered or prepaid certified mail through the United States postal service, return receipt requested, addressed to the Photographer, or to such other address, and to the attention of such other persons or officers as either party may designate in writing. Any notice so addressed and mailed shall be deemed duly given three (3) days after deposit in the United States mail, and if delivered by hand, shall be deemed given when delivered, and if telecopied, telexed, or sent by facsimile, shall be deemed given on the first business day immediately following transmittal.

updated: 10/30/2022