Indian Photo Agency (InPA)
AGENCY- PHOTOGRAPHER AGREEMENT
This Agreement is between INDIAN PHOTO AGENCY, a photographic agency having offices at Capetown, Sector-74, Noida (Indian Photo Agency) and with the Photographer.
The parties desire that INDIAN PHOTO AGENCY represent all existing and future photographs created, owned or controlled by Photographer and delivered to INDIAN PHOTO AGENCY (together referred to as the Images) in accordance with the following terms and conditions:
1. Photographer hereby grants to INDIAN PHOTO AGENCY and its sub-agents for the term of this Agreement the exclusive right throughout the universe to market, distribute, license, sell, reproduce, broadcast, display, publish, transmit and negotiate the reproduction rights in and to Images provided to INDIAN PHOTO AGENCY in accordance with this Agreement in any and all media now known or hereafter developed, and to license the foregoing rights to third parties. Photographer acknowledges that end-users may materially crop, modify, alter or otherwise manipulate Images.
2. Photographer shall provide INDIAN PHOTO AGENCY with Images on a regular basis in a manner to be mutually agreed upon by the parties and which promotes INDIAN PHOTO AGENCY ’s ability to immediately license the Images. Photographer will feed as much of Photographer’s new production as possible to INDIAN PHOTO AGENCY and INDIAN PHOTO AGENCY will provide technical assistance to Photographer with respect to facilitating FTP transmission set up and operation and other technical support. Images are to be fully captioned in a form acceptable to INDIAN PHOTO AGENCY with Photographer’s name in the caption field. Photographer shall immediately notify INDIAN PHOTO AGENCY in writing of any restrictions on the licensing of any Images, and Photographer shall retain copies of all digital Images delivered to ZUMA. Copyright ownership of all Images & Videos will remain exclusively with INDIAN PHOTO AGENCY, except in specific production instances agreed to by Photographer in advance in a separate written agreement. Photographer acknowledges that INDIAN PHOTO AGENCY is authorised to touch up digital Images as necessary or desirable including, without limitation, for color correction, to enhance or preserve details, to correct inversions or fuzziness which may have occurred during scanning, etc., provided, however, that INDIAN PHOTO AGENCY shall not intentionally or materially alter the fundamental nature of the subject of the Image. Any Image provided to INDIAN PHOTO AGENCY shall remain available for distribution by INDIAN PHOTO AGENCY for a minimum of ten years from the date of INDIAN PHOTO AGENCY ’s receipt of each such Image.
3. Photographer authorizes INDIAN PHOTO AGENCY to undertake the activities described in Section 1 above on Photographer’s behalf without Photographer’s prior approval, and INDIAN PHOTO AGENCY is authorized to license the Images at prices determined by negotiations between INDIAN PHOTO AGENCY and its end-users. The Images shall be credited to Photographer/INDIAN PHOTO AGENCY(InPA), unless other credit information is provided by Photographer in writing and agreed to by INDIAN PHOTO AGENCY.
4. INDIAN PHOTO AGENCY shall retain a commission of 40% of all amounts which it receives from its customers, distributors, resellers or agents worldwide from the licensing, distribution and sales of Images, less returns, credits, un refunded taxes and duties, and it will remit the remaining 60% to Photographer as Photographer’s sole compensation under this Agreement. A statement will be mailed to Photographer on or about the 15th of each month listing origin, description and amount of revenues collected by INDIAN PHOTO AGENCY in the prior month, with corresponding payment, if any. In the event that no revenues have been received in any given month, no statement will be issued.
5. INDIAN PHOTO AGENCY may use Images to promote the Images and INDIAN PHOTO AGENCY in all media without compensation for such use.
6. In case of damage, destruction, loss or unauthorised use of any Image by any user, Photographer hereby grants INDIAN PHOTO AGENCY, the full and complete authority to make claims or to institute proceedings in Photographer's name should INDIAN PHOTO AGENCY choose to do so and Photographer will timely provide reasonable assistance, although INDIAN PHOTO AGENCY shall not be required to take any such action. Any recovery shall be divided between Photographer and INDIAN PHOTO AGENCY in accordance with the terms of this Agreement, after deduction for the costs of any such actions incurred by INDIAN PHOTO AGENCY, including, without limitation, reasonable legal fees and other expenses. All settlements shall be made at INDIAN PHOTO AGENCY 's sole discretion. If INDIAN PHOTO AGENCY chooses not to pursue any legal action, Photographer may do so following written notification from INDIAN PHOTO AGENCY.
7. Photographer warrants and represents to INDIAN PHOTO AGENCY that (i) Photographer either is the exclusive and absolute owner of each Image delivered to INDIAN PHOTO AGENCY or has the unrestricted right to grant the rights that Photographer has granted to INDIAN PHOTO AGENCY hereunder, (ii) Photographer is the sole and exclusive representative of photographer’s or other copyright holder’s rights to each Image, videos etc delivered to INDIAN PHOTO AGENCY, (iii) Photographer has the unrestricted right to enter into this Agreement and grant the rights granted under this Agreement to INDIAN PHOTO AGENCY, (iv) Photographer is not aware of any adverse claims or other litigation with respect to each Image delivered to INDIAN PHOTO AGENCY and that Photographer will promptly notify INDIAN PHOTO AGENCY in writing as soon as Photographer is aware of any adverse claims or other litigation with respect to any such Image, (v) each Image delivered to INDIAN PHOTO AGENCY shall not have been manipulated to falsify or otherwise misrepresent the subject matter depicted therein, (vi) no third party other than Photographer or other copyright holder has provided with respect to each Image any authorship or other creative contribution of any kind or nature that has not been exclusively assigned to Photographer or other copyright holder with respect to each Image delivered to the INDIAN PHOTO AGENCY, (vii) that all information provided in the caption of each Image delivered to INDIAN PHOTO AGENCY is accurate, complete and is not misleading, and (viii) unless provided otherwise in writing with respect to a particular Image at the time such Image is delivered to INDIAN PHOTO AGENCY, INDIAN PHOTO AGENCY may license such Image for editorial purposes without the need to obtain any consents, permissions or other authorisations from any third parties or to pay any fees to any third parties, and (ix) each Image does not infringe any copyrights, trademarks, rights of privacy or publicity, or any other rights of any third party of any kind or nature. INDIAN PHOTO AGENCY may rely conclusively on the truth of the foregoing warranties and representations which shall survive the expiration or termination of this Agreement.
8. Photographer agrees to defend, indemnify and hold harmless INDIAN PHOTO AGENCY, its employees, affiliates, subsidiaries, distributors, agents and licensees from any claims, demands, actions, causes of action and damages and expenses (including reasonable attorneys’ fees) arising out of (i) inaccurate information regarding ownership, captions or model release for any Image delivered to INDIAN PHOTO AGENCY, or (ii) any breach of Photographer’s representations, warranties, covenants or agreements in this Agreement. INDIAN PHOTO AGENCY agrees to indemnify Photographer from any claims, demands, actions, causes of action and damages and expenses (including reasonable attorneys’ fees) arising out of inaccurate information given by INDIAN PHOTO AGENCY regarding ownership, captions or model release for any Images delivered by Photographer. For any indemnification, hereunder, INDIAN PHOTO AGENCY shall have the absolute right to control any such litigation and any settlement on behalf of Photographer.
9. The term of this Agreement shall commence on the above date and shall continue in force for ten years. Thereafter, the term of this Agreement shall automatically renew and continue for additional periods of five years each, unless either of the parties shall have given the other party written notice of non-renewal of this Agreement no later than ninety days prior to the end of the initial or any renewal term. The parties will closely collaborate on all aspects of this Agreement in good faith and will promptly provide each other with any and all information relevant to each party’s performance of its obligations under this Agreement. In the event of a breach of this Agreement by Photographer, INDIAN PHOTO AGENCY may terminate this Agreement upon five-day advance written notice detailing the breach, provided that Photographer has not cured the breach during such five-day period, and any such termination shall be without prejudice to all of INDIAN PHOTO AGENCY’s rights and remedies. After expiration or termination of this Agreement, Photographer will continue to be paid Photographer’s share of any collected money from the reproduction of Images and from inadvertent sales in accordance with the terms hereof, provided however that statements and corresponding payments will then be issued on an annual basis.
10. Upon the expiration or termination of this Agreement, and if requested by Photographer in writing, INDIAN PHOTO AGENCY will use commercially-reasonable efforts to (i) locate and return original Images that have been with INDIAN PHOTO AGENCY for at least five years to Photographer no later than a year from the date of written request, and (ii) delete digital Images that have been in ZUMA for at least five years no later than three months from the date of written request. If Photographer requests faster retrieval, Photographer agrees to reimburse INDIAN PHOTO AGENCY for its actual cost of labor necessary to perform such earlier retrieval subject to staff availability. While INDIAN PHOTO AGENCY will use COMMERCIALLY REASONABLE care with regard to all original and DIGITAL Images in its possession, the PROVIDER agrees that INDIAN PHOTO AGENCY shall have no liability for any loss of or damage to Images OF ANY KIND at any time received by INDIAN PHOTO AGENCY. INDIAN PHOTO AGENCY is not responsible for misuse of Images by end-users and, in addition, INDIAN PHOTO AGENCY shall not be liable for any indirect, incidental, consequential, punitive or special damages.
11. This Agreement is not an employment agreement between the parties which are independent contractors as to each other, and this Agreement does not constitute a joint venture or partnership. Neither Photographer nor INDIAN PHOTO AGENCY shall hold themselves out to any third parties contrary to this understanding
12. Any dispute arising in connection with this Agreement shall be determined and settled by arbitration in Noida, Uttar Pradesh, India, pursuant to the rules of the Indian Law, and the prevailing party shall be entitled to recover that party’s reasonable attorney’s fees and expenses. Any award rendered will be final and conclusive upon the parties and judgment thereon may be entered in the highest court, having jurisdiction.
13. Photographer can not upload Pictures, Videos etc any where else after loading on INDIAN PHOTO AGENCY, can share only link of InPA.
14. This Agreement shall be binding upon INDIAN PHOTO AGENCY and Photographer, and their heirs, executors, administrators, successors and assigns. This Agreement constitutes the entire understanding of the parties with respect to the subject hereof and supersedes any prior understandings or agreements, oral or written. Photographer may not assign this Agreement, and any rights or responsibilities under this Agreement, except to an entity of which Photographer is a principal owner and remains personally liable for the performance of Photographer’s obligations under this Agreement.
Accepted and agreed by: INDIAN PHOTO AGENCY (InPA)
Capetown, Sector-74, Noida, UP