Best Business Practices for Photographers [168]
WHEREAS, on or about [initial date of infringement], infringer [uses stated that were not a part of the original contract];
WHEREAS, in [date of first contact with infringer], Photographer contacted infringer objecting to the use of the Photographs;
WHEREAS, infringer immediately acceded to Photographer 's demand and infringer ceased the objected uses of the Photographs by infringer; and
WHEREAS, the parties desire to amicably resolve the controversies between them by this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
(1) Photographer hereby grants infringer a non-exclusive, non-transferable, license to use the Photographs for [initial non-contractually allowed infringing use]. Photographer represents and warrants that (a) Photographer owns all copyrights in the Photographs necessary to grant the License to infringer . Photographer shall at all times indemnify and hold harmless infringer from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, arising out of the breach by Photographer of the aforementioned representation and warranty.
(2) infringer hereby represents and warrants that their exercise of any license of the Photographs has not, nor does not, infringe on any third party right, including but not limited to individuals depicted in the Photographs, and that infringer is solely responsible for securing any releases, permissions, or other paperwork necessary to effect releases or permissions for any individuals depicted in the Photographs, and is responsible for any payments to depicted individuals that result from the aforementioned releases or permissions. infringer shall at all times indemnify and hold harmless Photographer from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of the breach by infringer of the aforementioned representation and warranty.
(3) Photographer does hereby forever release and discharge infringer, their respective parent companies, subsidiaries and affiliated business organizations, successors, present and former employees, officers, directors, assigns, agents and representatives from any and all claims, causes of action, losses, disputes, liabilities and demands of whatever kind or character, now known, and Photographer hereby states Photographer knows of no other disputes, claims, causes of action, losses, disputes, liabilities or demands as of the date of the execution of this agreement, arising from or related to the use of the Photographs by infringer (hereinafter "Claims").
(4) infringer agrees, within five (5) business days of the Effective Date, to provide a single payment to Photographer in the total amount of $XX,XXX.XX U.S. dollars via wire transfer. Photographer has provided infringer with the bank account information required in order for infringer to effect such a wire transfer payment to Photographer. Photographer acknowledges that infringer's provision of the foregoing consideration is made in full settlement of all Claims referred to herein and Photographer's license grant in Section (1) above.
(5) Effective as of the Effective Date, the parties hereto agree not to disclose the terms of this Agreement to anyone. This is a material provision of this Agreement. In furtherance of this material provision, the parties agree that they shall not at any time publicize or cause to be publicized, by any oral or written communications to any third person whatsoever, the facts or circumstances surrounding the claims resolved by this Agreement, or the terms, conditions, or negotiations of this Agreement. The parties agree, however, that the confidentiality provisions contained herein do not apply as to any inquiry by federal or state tax authorities, or in response to a discovery request