1. Purpose and Definition. Photographer hereby agrees to entrust the Photographs listed on the front of this form to the Client for the purpose of review and examination only and no other purpose. "Photographs" are defined to include transparencies, prints, negatives, digitized encodations, and any other form in which the images submitted can be stored, incorporated, represented, projected, or perceived, including forms and processes not presently in existence but which may come into being in the future.

2. Ownership and Copyright. Copyright and all reproduction rights in the Photographs, as well as the ownership of the physical Photographs themselves, are the property of and reserved to the Photographer. Client acknowledges that the Photographs shall be held in confidence and agrees not to project, copy, store, or modify directly or indirectly any of the Photographs submitted (whether such modification is of the Photograph itself or involves combining the Photograph with other images or graphic or written elements, including but not limited to comping for clients) without the express permission of the Photographer, nor will Client permit any third party to do any of the foregoing. Reproduction shall be allowed only upon Photographer’s written permission specifying usage and fees. In the event of the licensing of any usage rights by Client, payment shall be made within thirty (30) days of the date of the Invoice and time shall be of the essence with respect to payment.

3. Acceptance. Client accepts the listing and values set forth for the Photographs as accurate if not objected to in writing by return mail immediately after receipt of the Photographs. Any terms on this form not objected to in writing within 10 days shall be deemed accepted.

4. Loss, Theft or Damage. Client agrees to assume full responsibility and be strictly liable as an insurer for loss, theft, or damage to the Photographs and to insure the Photographs fully from the time of shipment from the Photographer to the Client until the time of return receipt by the Photographer. Client further agrees to return all of the Photographs at its own expense by registered mail or bonded courier which provides proof of receipt. Reimbursement for loss, theft, or damage to any Photograph(s) shall be in the amount of the value entered for that Photograph(s) on the front of this form. Both Client and Photographer agree that the specified values represent the fair and reasonable value of the Photographs. Unless the value for an original transparency is specified otherwise on the front of this form, both parties agree that each original transparency has a fair and reasonable value of $1,500 (Fifteen Hundred Dollars). Client agrees to reimburse Photographer for these fair and reasonable values in the event of loss, theft, or damage.

5. Holding Fees. The Photographs are to be returned to the Photographer within fourteen (14) days after delivery to the Client. Each Photograph held beyond fourteen (14) days from delivery shall incur a weekly holding fee of $5 (Five Dollars) if it is color and $1 (One Dollar) if it is black and white. These holding fees shall be paid to the Photographer when billed.

6. Arbitration. Client and Photographer agree to submit all disputes hereunder in excess of $_______________ to arbitration before ______________ at the following location_____________________________________________ under the rules of the American Arbitration Association. The arbitrator’s award shall be final and judgment may be entered on it in any court having jurisdiction thereof.

7. Copyright Notice. Copyright notice in the name of the Photographer shall be adjacent to the Photograph(s) when reproduced unless otherwise agreed by both parties and stated in the Invoice. If such copyright notice, which also serves as authorship credit, is required hereunder but is omitted, the Client shall pay as liquidated damages triple the usage fee agreed to between the parties instead of the agreed upon usage fee.

8. Tear Sheets. Client shall provide Photographer with two (2) copies of tear sheets of any authorized usage.

9. Releases. Client agrees to indemnify and hold harmless the Photographer against any and all claims, costs, and expenses, including attorney’s fees, arising when no model or property release has been provided to the Client by the Photographer or when the uses exceed the uses allowed pursuant to such a release.

10. Miscellany. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the full understanding between the parties hereto. Its terms may only be modified by a written instrument signed by both parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This Agreement shall be governed by the laws of the State of _______________.