STOCK PHOTOGRAPHY DELIVERY MEMO _____________________________________________________________________ TO: DATE: SHIPMENT NO.: PROJECT: PHONE NO.: OUR JOB NO.: ORDERED BY: YOUR P.O. NO.: CLIENT: YOUR JOB NO.: _____________________________________________________________________ PHOTOGRAPHS TO BE RETURNED BY: _____________________________________________________________________ VALUE (IF OTHER ORIG.(O) PHOTOGRAPH THAN $1,500/ITEM) QTY. DUPL.(D) FORMAT SUBJECT/ID NO. IN EVENT OF LOSS/DAMAGE _____________________________________________________________________ ____________TOTAL COLOR ____________TOTAL B&W _____________________________________________________________________ CHECK COUNT AND ACKNOWLEDGE BY SIGNING AND RETURNING ONE COPY. COUNT SHALL BE CONSIDERED ACCURATE AND QUALITY DEEMED SATISFACTORY FOR REPRODUCTION IF SAID COPY IS NOT IMMEDIATELY RECEIVED BY RETURN MAIL WITH ALL EXCEPTIONS DULY NOTED. PHOTOGRAPHS MUST BE RETURNED BY REGISTERED MAIL, AIR COURIER OR OTHER BONDED MESSENGER WHICH PROVIDES PROOF OF RETURN. SUBJECT TO ALL TERMS AND CONDITIONS ABOVE AND ON REVERSE SIDE Acknowledged and Accepted:______________________________ __________ Please sign here Date TERMS & CONDITIONS [1] "Photograph(s)" means all photographic material furnished by Photographer hereunder, whether transparencies, negatives, prints or otherwise. [2] After 14 days, the following holding fees are charged until return: Five Dollars ($5.00) per week per color transparency and One Dollar ($1.00) per week per print. [3] Submission is for examination only. Photographs may not be reproduced, copied, projected, or used in any way without (a)express written permission on Photographer's invoice stating the rights granted and the terms thereof and (b)payment of said invoice. The reasonable and stipulated fee for any other use shall be three times Photographer's normal fee for such usage. [4] Client assumes insurer's liability (a) to indemnify Photographer for loss, damage, or misuse of any photographs and (b) to return all photographs prepaid, fully insured, safe and undamaged , by bonded messenger, air freight, or registered mail. Client assumes full liability for its principals, employees, agents, affiliates, successors and assigns (including without limitation messengers and freelance researchers) for any loss, damage, or misuse of the photographs. [5] Reimbursement by Client for loss or damage of each original transparency shall be in the amount of One Thousand Five Hundred Dollars ($1,500), or such other amount set forth next to said item on the front hereof. Reimbursement by Client for loss or damage of each other item shall be in the amount set forth next to said item on the front hereof. Photographer and Client agree that said amount represents the fair and reasonable value of each item, and that Photographer would not sell all rights to such item for less than said amount. [6] Photographer's copyright notice"(c)[YEAR OF FIRST PUBLICATION][PHOTOGRAPHER'S NAME]" must accompany each use as an adjacent credit line. Invoice amount will be tripled if said credit is not provided. [7] Client may not assign or transfer this agreement, or any rights granted hereunder. this agreement binds and inures to the benefit of Photographer. Client, Client's principals, employees, agents and affiliates and their respective and their respective heirs legal representatives, successors and assigns. Client and its principals, employees, agents and affiliates are jointly and severally liable for the performance of all payment and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. This agreement incorporates by reference Article 2 of the Uniform Commercial Code, and the Copyright Act of 1976, as amended. [8] Except as provided in [9] below any dispute regarding this agreement shall be arbitrated in [PHOTOGRAPHER'S CITY AND STATE] under rules of the American Arbitration Association and the laws of [STATE OF ARBITRATION]. Any dispute involving $________ [LIMIT OF LOCAL SMALL CLAIMS COURT] or less may be submitted without arbitration to any court having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Photographer. [9] Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by photographer under the Copyright Act of 1976, as amended. [10] Client will not make or permit any alterations, additions, or subtractions in respect of the photographs, including without limitation any digitalization or synthesization of the photographs,alone or with any other material, by use of computer or other electronic means or any other method or means now or hereafter known. [11] Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of any use of any photographs for which no release was furnished by Photographer, or any photographs which are altered by Client. Unless so furnished, no release exists.