Photograph Licence Agreement

This Photograph Licence Agreement is a legal document that outlines the terms and conditions for the licensing of photographs. The agreement is entered into between the Licensor, who owns the intellectual property rights in the photographs, and the Licensee, who wishes to obtain a license to use the photos. The importance of this document lies in its ability to establish clear rights and obligations for both parties, ensuring that the Licensee is authorized to use the photos for a specific purpose in a specified territory.

 

The agreement begins with definitions, including the Commencement Date, Purpose, Schedule, Term, and Territory. These definitions provide clarity and ensure that both parties are on the same page regarding the terms used throughout the agreement.

 

The grant of license section (Clause 3) specifies the type of license granted by the Licensor to the Licensee. Depending on whether the license is exclusive or non-exclusive, the Licensee is granted the right to use, change, publish, distribute, exhibit, and otherwise exploit the photos for the purpose specified in Schedule 1. This section is crucial as it establishes the scope of the Licensee's rights and the limitations imposed by the Licensor.

 

The conditions of use section (Clause 4) outlines the obligations of the Licensee in relation to the use of the photos. The Licensee must use the photos only for the purpose specified in Schedule 1 and comply with any applicable statutory or regulatory requirements. The Licensee is also prohibited from amending the photos in a way that suggests endorsement or engaging in certain activities such as distributing or selling the photos to third parties. This section ensures that the Licensee uses the photos responsibly and in accordance with the Licensor's requirements.

 

The payment section (Clause 5) specifies the fee to be paid by the Licensee to the Licensor for the license. The fee is a one-time payment and must be made within 7 days from the date of the agreement. This section ensures that the Licensee fulfills their financial obligations and enables the Licensor to receive compensation for the use of their intellectual property.

 

The warranty and indemnity section (Clause 6) includes warranties and undertakings from both parties. The Licensee agrees to exercise reasonable skill, care, and diligence in performing their obligations under the agreement. The Licensor warrants that they are the exclusive owner of the rights in the photos, that the photos do not infringe any third-party rights, and that they are not aware of any claims against the photos. This section provides assurance to both parties and helps mitigate potential legal risks.

 

The ownership section (Clause 7) establishes the Licensor's ownership rights in the photos and prohibits the Licensee from making any representation or act that suggests ownership. The Licensee is required to include the Licensor's name in their advertisements and media statements to acknowledge the Licensor's ownership. This section protects the Licensor's intellectual property rights and prevents any confusion regarding ownership.

 

The assignment and other dealings section (Clause 8) allows the Licensor to assign, transfer, or charge their rights and obligations under the agreement. The Licensee is also granted the right to assign, license, or deal with their rights and obligations. This section provides flexibility for both parties and allows for the possibility of future changes in ownership or business arrangements.

 

The duration of the agreement section (Clause 9) specifies the duration of the agreement based on whether it is a fixed term, continuing term, or renewable term. This section clarifies when the agreement commences and terminates, ensuring that both parties are aware of the agreed-upon timeframe.

 

The termination section (Clause 10) outlines the circumstances under which either party can terminate the agreement. The Licensor may terminate the agreement by giving one month's prior written notice, while both parties have the right to terminate the agreement with immediate effect in the event of a material breach. This section provides a mechanism for resolving disputes and allows for the termination of the agreement if necessary.

 

The resolving disputes section (Clause 11) encourages the parties to resolve any disagreements through good faith negotiations and mediation. This section emphasizes the importance of communication and collaboration in resolving disputes and avoiding legal proceedings.

 

The severability section (Clause 12) ensures that if any provision or term of the agreement is deemed illegal, invalid, or unenforceable, it can be severed from the agreement without affecting the remaining provisions. This section allows for the continued enforceability of the agreement even if certain provisions are found to be unenforceable.

 

The waivers and amendments section (Clause 13) clarifies that no failure or delay in exercising rights under the agreement will operate as a waiver, and any amendments or waivers must be made in writing. This section protects the rights of both parties and ensures that any changes to the agreement are properly documented.

 

The entire agreement section (Clause 14) confirms that the agreement contains the entire understanding between the parties and supersedes any previous agreements or conditions. This section prevents any misunderstandings or disputes arising from prior discussions or agreements.

 

The governing law and jurisdiction section (Clause 15) specifies the governing law and jurisdiction for any disputes arising from the agreement. This section provides clarity on the applicable laws and courts, facilitating the resolution of any legal issues.

 

In conclusion, this Photograph Licence Agreement is a comprehensive document that establishes the rights and obligations of both the Licensor and the Licensee. It covers various aspects such as the grant of license, conditions of use, payment, warranty and indemnity, ownership, termination, and dispute resolution. By providing a detailed framework for the licensing of photographs, this agreement ensures that both parties are protected and can confidently engage in the authorized use of the photos.

How to use this document?

Guidance for using the Photograph Licence Agreement:

1. Understand the purpose: Familiarize yourself with the purpose of the agreement, which is to grant the Licensee a license to use the specified photos for a specific purpose in the designated territory.

2. Determine the type of license: Determine whether the license is exclusive or non-exclusive, as this will affect the Licensee's rights and limitations regarding the use of the photos.

3. Comply with conditions of use: Ensure that the Licensee adheres to the conditions of use outlined in the agreement. This includes using the photos only for the specified purpose, conforming to applicable statutory and regulatory requirements, and not engaging in prohibited activities.

4. Make the required payment: Pay the one-time fee specified in Schedule 1 within 7 days from the date of the agreement. The license will only commence upon receipt of payment by the Licensor.

5. Exercise reasonable skill and care: If you are the Licensee, exercise reasonable skill, care, and diligence in performing your obligations under the agreement. This ensures that you fulfill your responsibilities in using the photos.

6. Ensure ownership rights: Recognize and respect the Licensor's ownership rights in the photos. Do not make any representation or act that suggests ownership, and include the Licensor's name in your advertisements and media statements.

7. Understand termination provisions: Familiarize yourself with the termination provisions, including the notice periods and circumstances under which either party can terminate the agreement. Be aware of the consequences of termination and any liabilities that may arise.

8. Resolve disputes amicably: In the event of a disagreement, try to resolve it through good faith negotiations and discussions. Consider mediation as a means of resolving disputes before resorting to legal proceedings.

9. Seek legal advice if needed: If you have any questions or concerns about the agreement, seek legal advice to ensure that you fully understand your rights and obligations.

10. Keep a copy of the agreement: Keep a copy of the signed agreement for your records and refer to it whenever necessary. This will help you comply with the terms and conditions outlined in the agreement.

Note: This guidance is provided for informational purposes only and should not be considered legal advice. It is important to consult with a legal professional to ensure compliance with applicable laws and regulations.