Photographer Contract This Agreement is made between FogStock LLC, an Oregon Limited Liability Company, and ,_________________________ (Photographer) on ______________________ (month)__________ (day),20____ . Recitals A. FogStock wishes to obtain certain rights to reproduce photographic images owned by Photographer through digital electronic technology in disks or similar technology ("Products"). B. Photographer wishes to license such rights to FogStock for the consideration and under the terms and conditions described below. Agreement FogStock and Photographer agree to the following: 1. Solicitation and Offer of Images. From time to time during the term of this Agreement, FogStock will solicit from Photographer, or Photographer's authorized agent, photographic images of a type or types which FogStock deems appropriate for inclusion in proposed Products. Images that are selected by FogStock during the term of this Agreement for inclusion in one or more Products shall be referred to here as "Selected Images." 2. License Grant. Photographer hereby grants to FogStock, for the duration of this contract, a worldwide, perpetual, and irrevocable license to: a) put Selected Images into digital electronic form; b) reproduce and manufacture, or have reproduced and manufactured, Products containing Selected Images; c) market, distribute, and sublicense to end users Products containing Selected Images; d) modify and retouch Selected Images; e) combine Selected Images with other images or software as FogStock determines to create Products; f) reproduce Selected Images in any other manner or product to promote Products; g) grant to end users of Products rights to reproduce Selected Images in any manner or Product. Such license shall be exclusive with respect to Products. Photographer agrees not to use or license any images which are substantially similar to Selected Images for the uses set forth above. Photographer agrees not to license images which are substantially similar to any other stock photography or like agency. Photographer agrees to designate images as Royalty Free (RF) (multiple use) or Rights Controlled (RC) (single use). If Photographer does not designate Royalty Free or Rights Controlled use, then FogStock managers shall make such determination. Images that are sold as Royalty Free can not be sold as Rights Controlled in the future. 3. License Fees. In full consideration for the license rights granted by Photographer in this Agreement, FogStock shall pay to Photographer a license fee equal to a percentage of the royalties received by FogStock from any sublicinsee for each Product which contains Photographer's Selected Images. The amount of the license fee shall be calculated as follows: With respect to all royalty payments received byFogStock for a Product, Photographer shall receive an amount equal to forty percent (40%) of such royalty payments times a fraction, the numerator of which shall be the number of Photographer's Selected Images reproduced in such Product and the denominator of which shall be the total number of licensed images of all photographers reproduced in such Product. All payments to Photographer shall be made on a quarterly basis on or before the fifteenth (15th) day of the month following the day that FogStock receives royalty payments from any sublicensee, at which time Photographer shall also receive an accounting setting forth the royalties received by FogStock for any Product in which Photographer's Selected Images appear. Photographer may audit the records of FogStock with respect to revenues relating to any Product in which Photographer's Selected Images appear at any time during normal business hours after reasonable notice. 4. Use of Images. Photographer acknowledges and agrees that end users who acquire Products will have substantial freedom to use and reproduce Selected Images, with or without Photographer's name, and Photographer releases FogStock from any liability in connection with such use or reproduction. 5. Representations and Warranties of Photographer. Photographer represents and warrants to FogStock and to its sublicensees that Photographer is the sole and exclusive owner of the Selected Images and of the right to license the Selected Images; Photographer has sufficient rights to enter into this Agreement and to perform Photographer's obligations hereunder; no rights have been granted by Photographer to any third party inconsistent with those rights granted to FogStock hereunder; The Selected Images are the original work of Photographer and do not infringe the copyrights, trademarks, rights of privacy or other legal rights of, or defame, any third party; and Photographer has obtained and will provide all necessary written model and other releases for the Selected Images. 6. Indemnification. Photographer agrees to indemnify, and hold FogStock and its sublicensees, as well as their successors, officers, directors, and employees, harmless from any and all actions, causes, of action claims, demands, costs, liabilities, expenses and damages arising out of or in connection with any claim that the Selected Images furnished by the Photographer under the Agreement constitute an infringement of any copyright or any legal right of any third party. 7. Copyright. The Selected Images are licensed, not sold, to FogStock and the Selected Images are owned by Photographer and are subject to protection by United States copyright and other laws and international treaty provisions. FogStock shall not acquire any rights, titles, or interest in or to said Selected Images other than set forth in this assignment. Photographer agrees to place a valid copyright notice on all materials submitted to FogStock. 8. Selected Images. All images submitted to FogStock by the Artist will be returned to the Artist. FogStock will make every effort to return images in a timely manner. Images that are selected by FogStock will be returned with a FogStock identification sticker. We request that all Artists keep these selected images together and accessible in the case that FogStock needs to recall selected images for reprocessing. 9. Advertising and Promotion. Photographer understands that advertising and promotion are essential to the success of FogStock, and that due to the high cost of catalogs, advertising, and promotion, FogStock cannot carry the financial burden by itself. From time to time, and only after FogStock obtains agreement from Photographer, Photographer agrees to contribute to FogStock's advertising, promotion, and catalog projects. FogStock shall have the right to market Selected Images for promotion in advertising materials and on the Internet for a period of ten (10) years. Photographer agrees to allow FogStock to use any image for advertising and promotion of FogStock without compensation or commissions otherwise granted to Photographer. 10. Sublicense. FogStock may sublicense the rights granted to FogStock under this Agreement to any sublicense without the prior consent of Photographer. This Agreement may be assigned by FogStock and may be assigned by Photographer only in the event Photographer obtains FogStock's prior written approval. Where appropriate, FogStock shall have the sole right to determine lease fees. In the event of cancellation of use or return of lost images by FogStock's client after payment has been made to Photographer, Photographer authorizes FogStock to deduct from Photographer’s future sales the amount paid to Photographer for the canceled usage or loss. 11. Binding Agreement. This Agreement shall be binding upon Photographer, FogStock and their respective heirs, executors, administrators, successors, and assigns. In the event of Photographer's death, his or her estate or heirs or successors shall be bound by the terms and conditions of this Agreement. Photographer's estate shall be entitled to receive payment payable to Photographer under this Agreement upon providing FogStock with proper written authority to receive such payments. 12. Loss or Damage. In the event of loss, damage, destruction, or unauthorized use of Selected Images by FogStock clients, Photographer hereby grants FogStock full and complete authority to make all claims or institute a lawsuit in Photographer's name. All settlements shall be at FogStock's discretion. Photographer and FogStock shall split 50/50 any settlement received. FogStock cannot accept any liability for loss or damage to Selected Images while in FogStock's possession or not. Truly rare and irreplaceable images should only be provided to FogStock in the form of appropriately labeled, reproduction quality duplicates and a high quality high resolution scan. 13. Amendments. This Agreement incorporates the entire understanding of the parties and may not be amended, modified, or changed in any respect unless the change is reduced to writing and signed by both parties. 14. Term. This Agreement shall commence as of the date shown below and shall continue for a period of three (3) years. This Agreement shall be automatically renewed for an additional three year period thereafter unless terminated in writing a minimum of sixty (60) days prior to the expiration date of any three (3) year period. Termination of the Agreement shall have no effect whatsoever upon the license granted hereunder or the obligation of FogStock to continue paying license fees with respect to Selected Images. 15. Participation. Photographer agrees that his or her participation is essential to success in stock photography. Therefore photographer agrees to submit new images for edit on a regular bases. If in the opinion of FogStock's key personnel, Photographer is not participating sufficiently to make the relationship between Photographer and FogStock profitable, then FogStock shall have the option of terminating this contract by giving Photographer ninety (90) day written notice. FogStock will return Photographer’s Selected Images in accordance with the terms of this Agreement. 16. Confidentiality. Photographer agrees to keep confidential all information relating to the production, marketing and sales or Products which is disclosed by FogStock to Photographer in connection with this Agreement. 17. Limited Agency. The parties hereto acknowledge that this Agreement is one of representation only and does not constitute an employment agreement that FogStock is acting in the limited capacity of an independently retained agent on Photographer’s behalf. 18. Notice. All notices shall be in writing and addressed to the parties at the address set forth on the signature page of the Agreement or at such other address as the parties may hereafter specify in writing. 19. This contract supersedes all previous contracts that may have been signed between FogStock and Photographer. Dated: _____________________, 20_____ . FogStock, LLC ____________________________________ Marv Johnson, Managing Member PHOTOGRAPHER ____________________________________ Photographer's signature ____________________________________ Photographer's name (printed) ____________________________________ Social Security/Federal ID # ____________________________________ Address ____________________________________ City State/Country Zip/Postal Code ____________________________________ Telephone/Fax/E-mail