CONTRACT FOR THE PROVISION OF VEHICLE PHOTOGRAPHY AND INVENTORY MANAGEMENT

 

THIS CONTRACT IS MADE ON THIS ___________ DAY OF ___________, 2021

 

BETWEEN 

(The Photographer -Please Include Name)

[Address]

[Email]

 

-AND-

 

(Client) 

[Address]

[Email]

 

CONTRACT FOR THE PROVISION OF VEHICLE PHOTOGRAPHY AND INVENTORY MANAGEMENT SERVICES. 

 

 

 

 

 

 

CONTRACT FOR THE PROVISION OF VEHICLE PHOTOGRAPHY AND INVENTORY MANAGEMENT SERVICES.

 

THIS CONTRACT (the “Contract”) is made and entered into on…………day of……………Two Thousand and Twenty-One (2021)

BETWEEN;

______________, a vehicle photographer also skilled in inventory management and whose address is …(Insert address) of the one part, and hereinafter referred to as “The Photographer” 

AND

_______________, an individual/company who desires to engage the Photographer’s services and whose address is …………………..This party shall hereafter be referred to as “The Client”. 

 

WHEREAS;

  • The Client has engaged the Photographer to shoot images of their vehicle(s) and upload the same to the inventory management program. 
  • The Photographer has agreed to take up the work at consideration that will be elaborated in this Contract. 
  • The parties have now agreed to be bound by the terms of this written contract. 

 

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS FOLLOWS: 

 

  • DEFINITIONS AND INTERPRETATION
  1. In this Contract, except to the extent expressly provided otherwise:

“Contract” means this Contract, and any amendments to this contract from time to time;

“Effective Date” means the date of execution of this Agreement;

“Intellectual Property Rights” means the Photographer’s copyrights and copyright applications, including any renewals, in any country; trade secrets or any data or information which provides value or a competitive advantage to the Author and/or any privacy, publicity or other personal right of the Photographer. 

“Proprietary or Confidential Information” includes, without limitation, (i) written or oral contracts, business methods, business policies, computer retained information, notes, or financial information among other related documents. 

  1. Any annexures or schedules to this contract shall form an integral part of and be construed in accordance with this contract.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this contract are included for convenience only and shall not affect the interpretation or construction of this contract.
  4. Words denoting the singular shall include the plural and vice versa.
  5. Words denoting any gender shall include a reference to each other gender.

 

  • TERMS AND CONDITIONS  
  1. As aforementioned, the Photographer is skilled in vehicle photography and inventory management. 
  2. The Client has engaged the Photographer to take photographs of vehicle (s) which shall be displayed on various sites, which shall be determined by the Client. 
  3. Though the intellectual property rights primarily belong to the Photographer, the Photographer shall and hereby releases such rights to the Client to use the images taken by such photographer on their sites of choice. Notwithstanding such release of rights, the Photographer shall use the images for his portfolio and/or marketing. 

 

  1. The Photographer is independent and shall not be deemed to be an employee of the Client at any time.  As such, the photographer shall determine the techniques, colour scheme, working hours and any other issue pertaining to the job in question. Notwithstanding this clause, the Photographer shall not unreasonably decline any requests made by the Client in regard to any project that parties shall be collaborating on. 

 

  1. The Photographer shall not be liable for any loss and/or damage that may result from following the Client’s instructions. In the event that the Photographer is implicated in such damage and/or loss, the Client shall indemnify and hold the Photographer harmless. 

 

  1. The Client shall comprehensively explain the nature of the photography project that such Client desires to be implemented. Changing the terms of engagement will necessitate the Photographer to charge an extra amount depending on the change. 

 

  1. The Photographer shall issue the expected completion timeline of the project and shall adhere to the same. In the event that such Photographer is not able to complete the task at hand within the issued timeline, they will explain the reasons for such inability to the Client while also giving a fresh reasonable timeline. 

 

  • CONSIDERATION 
  • The Photographer has charged the Client USD __________ for the completion of the project. 
  • The Photographer shall strictly accept the payment in Cheque.  
  • All amounts payable to the Photographer shall strictly be in US Dollars. 


  • INTELLECTUAL PROPERTY

As aforementioned, the Photographer is primarily the holder of the intellectual properties in the images. However, the said photographer has released the rights to the Client for use on their site(s) of choice.  

  • CONFIDENTIALITY AND NON-DISCLOSURE 
    1. The Parties shall maintain the confidentiality of all the confidential affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 
    2. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this contract, the non-disclosing party may be entitled to equitable relief. 

 

  • TERM AND TERMINATION
    1. This contract shall come into force and effect on the Effective Date and shall remain effective for one (1) month. Parties shall be at liberty to renew the contract in the same terms or on any other terms that they may agree on. 
    2. Either party shall be at liberty to terminate this Contract upon giving the other party a 14 days’ notice. The terminating party shall ensure to complete any pending obligation on their part. 
    3. The Photographer shall be at liberty to terminate this contract if she experiences any form of verbal or written harassment or any inappropriate attention in the work environment which does not stop even after addressing the same. The determination of what constitutes harassment shall be at the discretion of the Photographer guided by reason and applicable laws/policies. 

 

  • FORCE MAJEURE 
    1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.

 

  1. If either Party is prevented from or delayed in performing any of its obligations under this contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.

 

  1. The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this contract for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.

 

  • SEVERABILITY OF PROVISIONS
  • If any provision or part-provision of this contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this contract. 
  • If one Party gives notice to the other of the possibility that any provision or part-provision of this contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.


  • WAIVER
    1. Failure by either party to enforce any provision of this contract will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this contract constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.  
    2. No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Agreement.  

 

  • GOVERNING LAW AND DISPUTE RESOLUTION 
    1. This Contract shall be governed by and construed in accordance with the laws and regulations of the State of Ohio.  
    2. Any dispute arising out of or in connection with this Contract shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 14 days from the time the dispute arose, initial resort shall be had to mediation in a form agreed by the parties. If within sixty (30) days after the dispute has been submitted for mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court. 

 

  • NON-ASSIGNMENT 

Neither this contract nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the owner. 

 

  • ENTIRE CONTRACT
    1. This contract constitutes the entire understanding and agreement between the Parties. This contract may not be modified except in a writing signed by the Parties and expressly referencing this contract. 

 

  1. This contract may not be amended or modified except by a written instrument signed by both parties and identified as an amendment to this contract. 

 

IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed in duplicate, each of which shall be considered an original, by themselves/respective signatory officials thereunto duly authorized as of the day and year first above written.

 

Signed by or on behalf of:

 

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS AGREEMENT 

 

PHOTOGRAPHER CLIENT   

NAME:                                                               NAME: 

_________________________                     _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

 

DATE: DATE: 

_________________________                     _________________________

 

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