1. Overview: This is an Agreement between Parties: Tamara Gibson Photography, hereinafter the PRIMARY and an independent contractor whose name and address appears above, hereinafter the CONTRACTOR. This Agreement becomes effective upon the Parties’ signatures, below. This agreement is effective when this Agreement is signed and will continue in effect for the remainder of the year or until either party cancels the agreement in writing.
2. Position: The CONTRACTOR agrees to work for the PRIMARY as a work-for-hire independent contractor providing Wedding Photography related services on an ‘as needed’ basis. The CONTRACTOR is a freelance working for himself/herself.
3. Assignment: The CONTRACTOR will be notified of the job assignment and/or contract work on a case-by-case basis only. The PRIMARY is under no obligation to guarantee CONTRACTOR any minimum number of contracts or any minimum number of hours. All work performed by the Contractor for the PRIMARY at all times shall be governed by the covenants of this Agreement.
4. Independent Contractor: The CONTRACTOR and the PRIMARY hereby specifically agree that CONTRACTOR is performing the services as an independent contractor and is not an employee of the PRIMARY. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the PRIMARY’S sole discretion to terminate this Agreement at any time without cause. CONTRACTOR understands that [he/she] is not eligible to participate in any of PRIMARY employee benefit programs, including pension, profit sharing, health care, vacation pay, sick pay, or any other fringe benefit plan. CONTRACTOR acknowledges and agrees that PRIMARY is not responsible for payment of workers’ compensation insurance since the relationship is that of an independent contractor. In light of this, it is highly recommended that CONTRACTOR gets [his/her] own policies of business insurance since PRIMARY is not responsible for maintaining insurance coverage for independent contractors.
5. Payments: In exchange for successful completion of assignments (and files) the CONTRACTOR will receive compensation. The amount of compensation will be agreed upon & confirmed, in writing, email and/or message, prior to the event date(s).
6. Payment Schedule: Unless provided otherwise in a Statement of Work, CONTRACTOR shall be paid for each event (referred to as "Event") within seven (7) days following each Event (same day for second shooter). Any payment to CONTRACTOR remaining unpaid for more than thirty (30) days following the relevant Event date or Editing Project completion date shall accrue interest at a rate of the lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law. In the event of any dispute regarding the amount of a payment, the undisputed portion shall be paid. Upon resolution of the disputed portion, any amounts owed to CONTRACTOR shall be paid with interest at the rate set forth above accruing from the date such amounts were originally due.
7. Federal and State Taxes: CONTRACTOR shall pay all taxes incurred while performing Services under this Agreement, including all applicable income taxes, and self-employment taxes. PRIMARY will not withhold FICA (Social Security and Medicare taxes) from CONTRACTOR’s payments or make FICA payments on CONTRACTOR’s behalf.
8. Timing to Complete the Assignments: The CONTRACTOR agrees to follow the timing schedule to finish the assignments. All original files (RAW) must be delivered to the PRIMARY by the end of the event being photographed. All original files are to be downloaded onto the laptop computer or external hard drive of the PRIMARY by the end of the assignment. It is CONTRACTOR’S responsibility to be sure that his/her files are securely downloaded. In the event that not enough time was allotted to download files throughout the course of the assignment, than CONTRACTOR agrees to deliver original, un-retouched files to the PRIMARY in one week’s time, via electronic media or to hand over the SD/CF cards to PRIMARY and PRIMARY will return the cards within one week of event. The CONTRACTOR can opt to use the PRIMARY's SD/CF cards.
9. Copyright & Reproduction Rights: The Contractor’s assignment is a work-for-hire job; as such the copyrights to the images produced by him/her belong to the PRIMARY. The CONTRACTOR agrees not to sell or share any image taken during a contracted event from the PRIMARY to any person, company, group, advertising agency or otherwise without the PRIMARY’s express written permission. The PRIMARY grants the CONTRACTOR permission to use the images taken during a contracted event for the CONTRACTOR’s personal print portfolio & web portfolio. Images cannot be posted on a blog (or be blogged) nor on social media without prior consent of the PRIMARY unless the PRIMARY is mentioned & tagged in posts. CONTRACTOR may not use clients name nor tag clients (nor vendors) in photos. In exchange for payment, CONTRACTOR transfers ownership in full of all original works and intellectual property created by CONTRACTOR during the course of completing the Services for PRIMARY.
10. Exclusivity: The CONTRACTOR understands that he/she represents the PRIMARY and not any other business while completing assignments for the PRIMARY. While directly working for the PRIMARY, the CONTRACTOR will not advertise his/her own business (or any other businesses), will not solicit work for himself/herself, and will only distribute the PRIMARY’s materials, business cards, and name. The CONTRACTOR will not contact clients. The CONTRACTOR will not contact event vendors regarding event.The CONTRACTOR is not bound by an exclusivity contract when not working directly for the PRIMARY. The CONTRACTOR may pursue other photographic work for him/herself or other PRIMARYs so long as it shall not directly compete with the PRIMARY, or infringe upon the PRIMARY’s client base. PRIMARY may hire other people to provide similar services as being provided by CONTRACTOR.
11. Confidentiality: The CONTRACTOR understands that all materials, price lists, contracts, vendor contacts/lists, client contacts/lists, editing & shooting techniques, marketing ideas, financial documents, agreements, and other information or documents that are seen by/given to him/her in the scope of his/her assignments are the exclusive property of the PRIMARY and are privileged and confidential information. The CONTRACTOR agrees not to reveal this information to anyone, nor to use this information to the detriment of the PRIMARY, including to circumvent or to undercut sales. The CONTRACTOR agrees that all materials as described above must be returned to the PRIMARY at such time as this or any subsequent contract or agreement ends. CONTRACTOR agrees that [he/she] will not, at any time, use or disclose any of PRIMARY's Confidential Information or any materials or information which CONTRACTOR should reasonably expect to be confidential, including personal information related to PRIMARY clients. CONTRACTOR agrees that all Confidential Information is, and shall remain, the sole property of PRIMARY. Upon request, CONTRACTOR shall promptly return to PRIMARY all materials containing or otherwise pertaining to Confidential Information.were originally due.
12. PRIMARY’s Physical Property & Documents: Upon request, CONTRACTOR shall promptly return to PRIMARY all property belonging to PRIMARY, including any cameras, lenses, film, image files, memory cards and other photography equipment or supplies; computers, office supplies, equipment, books, files or any other physical items owned by PRIMARY that are in the possession of CONTRACTOR.
13. Liability: The CONTRACTOR warrants that he/she will perform when booked for a photographic assignment and that he/she is liable for any loss or other financial liability suffered by the PRIMARY due to failure to perform other than a documented medical emergency or an “Act of Nature/God”. The PRIMARY is not liable for any loss or damage to the CONTRACTOR’s equipment under this contract.
14. Equipment: The CONTRACTOR is responsible for providing all of his/her own equipment with which to complete the assignments. This includes providing his/her own media cards to photograph with. The PRIMARY requires that weddings be photographed in digital RAW file format and that all original digital RAW files are relinquished to the PRIMARY upon completion of the contracted job.
15. Termination Prior to Expiration or Completion:
PRIMARY may terminate this Agreement at any time by giving written notice to CONTRACTOR. Upon termination, PRIMARY shall be responsible for compensation to CONTRACTOR for unpaid Services rendered prior to CONTRACTOR’s notice of termination.
With reasonable cause, such as PRIMARY’s failure to comply with the terms of this Agreement, CONTRACTOR may terminate this Agreement effective immediately upon giving written notice to PRIMARY. CONTRACTOR may terminate this Agreement for any reason by giving thirty (30) days’ written notice to PRIMARY.
16. Additional Provisions:
Modification or Amendment: Any modification or amendment to this Agreement requires the agreement of the Parties, and must be made in writing and signed by all Parties or agreed upon via email or message.
Governing Law; Jurisdiction: The validity, construction, and enforceability of this Agreement shall be governed in all respects by the laws of the State of Georgia. If any dispute arises in connection with or relating to this Agreement, then the Parties agree that the proper jurisdiction shall be the courts located in Glynn County, Georgia, and the Parties waive any defense of personal jurisdiction or lack of venue.
Dispute Resolution: Any claims arising out of this Agreement shall be first submitted to a licensed neutral party in a mutually agreed upon location and on a mutually agreed upon date to make a good faith effort to resolve or settle the issue by mediation.
If the Parties do not successfully reach an agreement, all claims or disputes more than the jurisdiction of small claims court shall be submitted to binding arbitration. The Parties shall select a single arbitrator, and the arbitration shall take place in Glynn County, Georgia. The arbitrator’s decision shall be binding on the Parties and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing Party in any arbitration, trial or other proceedings shall be awarded all filing fees, related administrative costs, and reasonable attorneys’ fees, as well as administrative and other costs of enforcing an arbitration award or judgment.
STATEMENT OF WORK
I. Description of Services
CONTRACTOR agrees to perform the following services (herein “Services”): CONTRACTOR shall provide Photography Services as a subcontractor for the events (herein “Events”) of PRIMARY's Clients. As requested by PRIMARY and agreed to by CONTRACTOR, CONTRACTOR will capture high-quality images in a professional manner in keeping with industry standards.
PRIMARY shall provide CONTRACTOR with the requested dates for CONTRACTOR's Services at PRIMARY's Clients’ Events. CONTRACTOR shall inform PRIMARY in writing (including email and/or messages) if [he/she] will commit to performing the Services as a subcontractor for each requested Event. Upon acceptance in writing (including email) of each Event by CONTRACTOR, CONTRACTOR shall be contractually obligated to render the Services for the specific Event(s). Failure by CONTRACTOR to perform the Services for a specific Event shall constitute a material breach of the terms of this Agreement, subjecting CONTRACTOR to monetary damages as a result of the breach, including but not limited to, waiver of CONTRACTOR's Fee for that Event, in addition to reimbursement to PRIMARY of any sums that PRIMARY must refund to the Event Client(s) as a result of CONTRACTOR's failure to provide the agreed-upon Services.
For each Event, CONTRACTOR shall:
Arrive no later than fifteen (15) minutes prior to the start time stated by the Event Client(s)
Provide his/her/its own equipment and supplies
Capture images for the scheduled duration of the Event as specified by the PRIMARY
Deliver the Event images (RAW) to PRIMARY following the end of the Event.
Capture high-quality images in a professional manner in keeping with industry standards.
Should CONTRACTOR perform the Photography Services on the day of the Event but fail to deliver the images to PRIMARY for any reason (including, but not limited to, the loss of digital files or other media or the failure of CONTRACTOR's equipment) or should the images be of a poor quality not within professional standards, such failure to deliver the images or perform the Services in a professional manner shall constitute a material breach of the terms of this Agreement, subjecting CONTRACTOR to monetary damages as a result of the breach, including but not limited to, full or partial waiver of CONTRACTOR's Fee for that Event, in addition to reimbursement to PRIMARY of any sums that PRIMARY must refund to the Client(s) as a result of CONTRACTOR's acts or omissions and/or the costs incurred by PRIMARY to remedy the situation (such as additional editing/color correction or restoration of damaged or deleted files by a third party company).
II. Cancellation and Postponement Cancellation of Photography Services:
Should CONTRACTOR 's Services for any Event be cancelled as a result of cancellation of the Event by the Client, or because PRIMARY no longer needs CONTRACTOR to perform the Services, any notice of cancellation of CONTRACTOR 's Services given to CONTRACTOR less than twenty-four (24) hours prior to the start time of the applicable Event will result in payment to CONTRACTOR by PRIMARY of one-half (1/3) of the Fee for CONTRACTOR 's Services for that Event.