1. Payment. Client shall pay the Photographer upon delivery of the Assignment or within an agreed upon period of time. Time is of the essence with respect to payment.

2. Reservation of Rights. Unless specified to the contrary on the front of this form any grant of rights shall be limited to the United States for a period of one year from the date of the invoice and, if the grant is for magazine usage, shall be first North American serial rights only. All rights not expressly granted shall be reserved to the Photographer, including but not limited to all copyrights and ownership rights in photographic materials, which shall include but not be limited to digital files, transparencies, negatives, and prints. Client shall not modify directly or indirectly any of the photographic materials, whether by digitized encodations or any other form or process now in existence or which may come into being in the future, without the express, written consent of the Photographer.

3. Additional Usage. If Client wishes to make any additional uses, Client shall seek permission from the Photographer and pay an additional fee to be agreed upon.

4. Authorship Credit. Authorship credit in the name of the Photographer, including copyright notice if specified by the Photographer, shall accompany the photograph(s) when it is reproduced, unless specified to the contrary on the front of this form. If required authorship credit is omitted, the parties agree that liquidated damages for the omission shall be three times the invoiced amount.

5. Expenses. If this form is being used as an Estimate, all estimates of expenses may vary by as much as ten (10%) percent in accordance with normal trade practices. In addition, the Photographer may bill the Client in excess of the estimates for any overtime which must be paid by the Photographer to assistants and freelance staff for a shoot that runs more than eight (8) consecutive hours.

6. Reshoots. If Photographer is required by the Client to reshoot the Assignment, Photographer shall charge in full for additional fees and expenses, unless (a) the reshoot is due to Acts of God or is due to an error by a third party, in which case the Client shall only pay additional expenses but no fees; or (b) if the Photographer is paid in full by the Client, including payment for the expense of special contingency insurance, then Client shall not be charged for any expenses covered by such insurance in the event of a reshoot. The Photographer shall be given the first opportunity to perform any reshoot.

7. Cancellation. In the event of cancellation or rescheduling by the Client, the Client shall pay all expenses incurred by the Photographer and, in addition, shall pay the full fee unless notice of cancellation was given at least 24 hours prior to the shooting date, in which case fifty (50%) percent of the fee shall be paid.

8. Releases. The Client shall indemnify and hold harmless the Photographer against any and all claims, costs, and expenses, including attorney's fees, due to uses for which no release was requested or uses which exceed the uses allowed pursuant to a release.

9. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned by either of the parties, except that the Photographer shall have the right to assign monies due hereunder. Both Client and any party on whose behalf Client has entered into this Agreement shall be bound by this Agreement and shall be jointly and severally liable for full performance hereunder, including but not limited to payments of monies due to the Photographer.

10. Miscellany. The terms and conditions of this Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives; this Agreement constitutes the entire understanding between the parties; its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize additional fees and expenses orally, a waiver of a breach of any of its provisions shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof; and the relationship between the Client and Photographer shall be governed by the laws of the state where subject property is located.