PHOTOGRAPHER AGREEMENT FOR GLOBAL ASSIGNMENT PHOTOGRAPHER CONTACT INFORMATION

Transcription

1 PHOTOGRAPHER AGREEMENT FOR GLOBAL ASSIGNMENT This Agreement ( Agreement ) is entered into between the photographer identified below (the Photographer ) and a subsidiary of Getty Images, Inc. identified in Article 7 of the Standard Terms and will commence on (date) (the Commencement Date ) (Getty Images and the Photographer together the Parties and each a Party ). PHOTOGRAPHER CONTACT INFORMATION Name of Photographer: E- mail: Address: Home Telephone/Cell Phone: Business Telephone: General: COMMERCIAL TERMS Getty Images desires Photographer to perform specified photography assignments ( Photo Assignment(s) ) for purposes of: (i) providing customers of Getty Images who commission individual Photo Assignments (each a Customer and collectively the Customers ) with photography services and usage rights to the results and proceeds of such photography services (the Assignment Photos ); and (ii) granting Getty Images the residual Syndication Right described below. This Agreement, inclusive of these Commercial Terms and the Standard Terms and Conditions attached as Exhibit A, will constitute the governing terms (the Standard Terms ) under which Photographer will perform Photo Assignments for Customers. Detailed requirements specific to each Photo Assignment will be set forth in separate written communications, which may be in the form of , between the Parties (each collectively, the Shoot Brief ) as described in Section 1.1. This Agreement will supersede any other assignment photographer agreement(s) regulating assignments commissioned by specific Customers that may exist between Photographer and Getty Images or any of its subsidiaries or affiliates. This shall include any agreements issued by the Global Assignments, Orchard or Reportage divisions of Getty Images. Except as specifically stated herein, nothing in this Agreement will amend the terms of any agreement not relating primarily to such photo assignment services, including, without limitation, any royalty bearing Contributor Agreement for stock photography (the Contributor Agreement ) or any stringer agreement relating to Getty Images live editorial coverage that Photographer might from time to time have entered into with Getty Images (or a Getty Images group company). Term: Compensation: One (1) year Initial Term, automatically renewing for additional one (1) year terms ( Renewal Terms ), provided that either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with not less than thirty (30) days written notice. Termination or expiration of this Agreement will not affect any rights granted prior to termination or expiration, including the Syndication Right and all licenses previously granted. Getty Images will pay Photographer a Shoot Fee for Photographer s work on each Photo Assignment, in the form of: (i) a fixed fee for the applicable Photo Assignment as agreed by the Parties; or (ii) a commission equal to either (a) sixty- five percent (65%) of the Creative Fee paid by the applicable Customer in the case of a commercial Photo Assignment or (b) sixty percent (60%) of the Creative Fee paid by the applicable Customer in the case of an editorial Photo Assignment. As used herein, the term Creative Fee means the gross amount received by Getty Images for Photographer s time and services to Customer (and does not include production costs, expenses and any fees not categorized as Photographer s time and services). Except as otherwise agreed between Photographer and Getty Images, the Shoot Fee will be the only compensation paid to Photographer for providing the photo assignment services and for each Customer s initial usage rights to the Assignment Photos granted by Getty Images in accordance with a particular Photo Assignment. In the event of any later re- license of, or addition to, such usage rights from the applicable Customer, Getty Images will pay Photographer either: (a) where the original Shoot Fee was a fixed fee under (i) above, an additional fee in proportion to Photographer s original Shoot Fee for, and relative contribution to, such Photo Assignment; or (b) where the original Shoot Fee is determined in accordance with subsection (ii) above, 65% of the gross license fee received from Customer (excluding any taxes, shipping, and expenses) for additional commercial usage of the Assignment Photos or 60% of the gross license fee received from Customer (excluding any taxes, shipping, and expenses) for additional editorial usage of the Assignment Photos. Syndication Right: As a material part of Photographer s consideration under this Agreement, Photographer grants to Getty Images an option to obtain the perpetual, worldwide, exclusive right to market and sublicense reproduction and other usage rights in and to the Assignment Photos to third parties, in accordance with and subject to the terms of the Contributor Agreement (if no Contributor Agreement is in effect between the parties, then such right to be in accordance with and subject to the terms of the current, standard form Contributor Agreement found at: that is entered into at the same time as this Agreement (the Syndication Right ). Getty Images may exercise the Syndication Right with respect to Assignment Photos at any time up to ninety days (90 days) after the later of (i) the date upon which Photographer delivers such Assignment Photos to Getty Images or (ii) the date upon which any exclusive rights or other similar restrictions held by a Customer with respect to such Assignment Photos ends, whether during or after the Term, and, once exercised, such perpetual rights will survive any termination of this Agreement or the Contributor Agreement. Once you have accepted this Agreement, it becomes a binding legal agreement between you and Getty Images. You should print a copy of the Agreement for your records. You may accept this agreement by submitting an electronic acceptance via to Getty Images. Photographer Agreement for Global Assignment - Page 1 of 5

2 EXHIBIT A STANDARD TERMS AND CONDITIONS 1. PERFORMANCE OF SERVICES. 1.1 Negotiation of Services. Getty Images will negotiate the terms of any Photo Assignment with the Customer, including the dates of the assignment, usage rights, credits, number of shoot days, location, travel and scout days, shoot fee(s), creative fee(s), and expenses. Getty Images will consult with Photographer regarding reasonable expenses, and Photographer agrees to accurately and fairly estimate such expenses promptly upon request. All estimated expenses must be approved in writing by Getty Images prior to the date of the Photo Assignment. The specific terms of each Photo Assignment, including expenses, will be documented in the Shoot Brief. Photographer s acceptance, either orally, in writing, or by performance of any Photo Assignment, will mean that Photographer has accepted the terms of the Shoot Brief. 1.2 Performance of Services. Unless otherwise agreed to by the Parties in a Shoot Brief with respect to certain Photo Assignments, Photographer shall be responsible, as required by each Photo Assignment, for securing, obtaining, and delivering to or for the Customer and/or Getty Images at Photographer s sole expense (but reimbursed by the Customer as expenses detailed in any Shoot Brief) all: (a) Art Direction, Equipment and Support. Photographer will communicate directly with the Customer regarding the artistic aspects of the Photo Assignment, such as art direction and final art desired. Photographer is responsible for providing all equipment, lighting, film, props, support staff (including assistants and stylists), studio use or rental, and all resources necessary to complete each Photo Assignment in accordance with the Shoot Brief. Upon request as time allows and at Getty Images sole discretion, Getty Images agrees to assist Photographer in contacting third parties for support services. Getty Images will bear no liability for the performance of third parties recommended to or contacted on behalf of Photographer. (b) Transportation and Expenses. Photographer will arrange for and provide his, her or its own transportation as required. All reasonable travel and other customary expenses as set forth in the Shoot Brief will be reimbursed pursuant to Getty Images Expense Reimbursement Policy available in the Resources section on the Getty Images contributors website ( ( Expense Policy ), as the same may be changed and in effect at the time of the Photo Assignment. Any unanticipated extraordinary expenses must be approved by the Customer before being incurred by the Photographer and must be supported by documentation at least sufficient to meet IRS or applicable local tax authority standards for tax- deductible expenses, absent either of which, Getty Images may refuse to reimburse such expenses. (c) Permissions and Clearances. Photographer will obtain any and all permits, releases, and third- party rights clearances (including model, property, and intellectual property releases) as required for the Customer s use of the photographs or other media created by Photographer for the Photo Assignment. (d) Insurance. Photographer (and/or any producer hired by Photographer) will provide insurance with respect to any Photo Assignment as follows: (i) Commercial General Liability coverage of no less than One Million Dollars ($1,000,000) per occurrence, including blanket contractual liability, personal & advertising injury and third party property damage; (ii) to the extent automobiles will be used in any Photo Assignment, Commercial Auto Liability coverage of no less than One Million Dollars ($1,000,000), combined single limit bodily injury and property damage; and (iii) to the extent Photographer and/or any producer have employees working on any Photo Assignment(s), Employers Liability insurance coverage of no less than One Million Dollars ($1,000,000) per occurrence and Workers Compensation insurance as required by applicable statues. All insurance coverage must extend to the location of any applicable Assignment, must be issued by insurance carriers with at least an A+ Best rating, and must be primary and not contributory. Photographer will provide certificates of insurance evidencing the foregoing upon request and will provide at least thirty (30) days advance written notice to Getty Images with respect to cancellation of any of the foregoing coverages for any reason. 1.3 Delivery and Submission of Photos / Caption Data. Photographer will deliver to Getty Images either digital files or processed film, as required by the specifications of the Shoot Brief. Photographer will deliver to Getty Images commercially and technically acceptable photographs as measured by highest industry standards, including by initially editing the photographs and making any necessary corrections to digital files. Photographer will provide all requested information, including but not limited to accurate captions, names, dates and location of the Photo Assignment. 1.4 Submission of Invoices. Unless otherwise agreed with Getty Images, within ten (10) business days of completing the Photo Assignment, Photographer will submit an invoice to Getty Images using Getty Images online system for submitting invoices or, upon prior mutual agreement, Photographer s invoice that includes comparable items and terms, together with receipts in accordance with the Expense Policy. When expense reports are not completed in accordance with this Agreement or the Expense Reimbursement Policy, Getty Images may charge an expense report preparation fee of twenty- five dollars ($25.00) or two percent (2%) of the total amount of the expense report, whichever is greater. Upon request, Photographer will provide Getty Images with all additional documentation necessary to process payments or respond to Customers inquiries. 1.5 Payment to Photographer. Getty Images will pay Photographer s Shoot Fee, and reimburse Photographer for undisputed, documented expenses, within sixty (60) days of (i) receipt of the foregoing invoice from Photographer or (ii) payment to Getty Images by the applicable Customer, whichever is later. 1.6 Cancellation; Postponement. In the event a Photo Assignment is postponed or cancelled, Getty Images will reimburse the Photographer for any reasonable expenses incurred in connection with the Photo Assignment prior to notification of such postponement or cancellation (all expenses must be reimbursable pursuant to the Expense Policy). Any expenses incurred following notice of cancellation of the Photo Assignment will not be reimbursed. Getty Images will not be liable for any loss of fees, profit or missed opportunities resulting from the cancellation. Notwithstanding the foregoing, if Getty Images collects any portion of a Shoot Fee as the result of a Customer s late notice of cancellation, Getty Images will compensate Photographer proportionally. Photographer Agreement for Global Assignment - Page 2 of 5

3 1.7 No Guaranty of Photo Assignments. Photographer recognizes that his or her opportunity to accept Photo Assignments depends on the particular needs of Getty Images and its Customers at any particular time. Execution of this Agreement by Getty Images shall not be deemed to constitute a guaranty that Getty Images will retain Photographer for any specific number or type of Photo Assignments or for any Photo Assignments. 2. LICENSE TO GETTY IMAGES. 2.1 License Grants. Photographer grants to Getty Images the exclusive right under copyright to license and grant sublicenses in and to the Assignment Photos to the applicable Customer. In the event that the Customer desires to license rights to the Assignment Photos in addition to the rights contemplated and agreed to at the time of the Photo Assignment, including any renewals, Getty Images has the exclusive right to negotiate those additional licenses with the Customer, such exclusive right to survive termination of this Agreement. Photographer will be compensated for such uses in accordance with the Commercial Terms. Any and all rights and payments for licenses of the Assignment Photos by third parties other than the Customer who commissioned the Photo Assignment, as set forth above, including those subject to Getty Images exercise of any Syndication Right, shall be governed by the terms of the Contributor Agreement. 2.2 Photographer s Retained Rights. Subject to any usage rights granted to Customer or Getty Images (including the Syndication Right), and except as otherwise agreed, Photographer retains all other right, title and interest in and to the Assignment Photos, including copyright. Notwithstanding any license to use the Assignment Photos granted to a Customer and Getty Images pursuant to this Agreement, and unless otherwise prohibited by Customer (or, upon Getty Images exercise of the Syndication Right, as limited by the Contributor Agreement), Photographer retains the right to use the Assignment Photos for personal and self- promotional use, including personal web sites, portfolios, books and articles about Photographer s works, exhibitions, lectures and similar non- commercial uses, in each case so long as such Assignment Photos credit Getty Images. 2.3 Promotional Use by Getty Images. Getty Images will have the right to use the Assignment Photos for its own promotional purposes, with such right surviving any termination of this Agreement. Getty Images may, at its sole discretion, maintain an online portfolio section on its publicly accessible website under Photo Assignments (or any subsequent iteration) incorporating the Assignment Photos. 2.4 Photo Credit. With respect to editorial assignments, Getty Images will request, but will not be required to insist as a term of the assignment, that its Customers include a photograph credit, adjacent to each published Assignment Photo where possible, in the following format: Photographer s Name / Getty Images. Getty Images will not encourage Customers to use the Getty Images credit to the exclusion of the Photographer s credit. 2.5 Moral Rights. For the purposes of this Agreement, Moral Rights means all non- transferable and non- licensable rights belonging to the original creator of any Assignment Photos that are automatically conferred by legislation to varying degrees in different countries, which shall include the following rights and all rights of a similar nature: (a) the right to be identified as the creator; (b) the right to object to misrepresentative modification of any Assignment Photos; and (c) the right to withdraw Assignment Photos from the market. To the extent allowed by law, Photographer waives all Moral Rights relating to any Assignment Photos. To the extent such waivers are not permitted by applicable law, Photographer agrees not to enforce such Moral Rights against Getty Images, its distributors or clients (including Customers). Where Photographer is not the owner of any Moral Rights, Photographer confirms that all Moral Rights have been waived to this same extent or that Photographer has obtained the same commitments not to enforce Moral Rights as set forth herein. Further, Photographer acknowledges and accepts that it is common business practice for commercial uses that the creator of photographs is not credited and that Assignment Photos may be modified. 2.6 Right to Control Claims. Getty Images shall have the right to determine, using its best commercial judgment, whether and to what extent to proceed against any third party for any unauthorized use of Assignment Photos. Photographer authorizes Getty Images at its expense the exclusive right to make, control, settle and defend any claims related to infringement of copyright in Assignment Photos and any associated intellectual property rights ( Claims ). Photographer agrees to provide reasonable cooperation to Getty Images and not to unreasonably withhold or delay cooperation in these Claims. Getty Images will not enter into any settlement that will compromise Photographer s ownership of the copyright in Assignment Photos or that prohibits Photographer s future conduct with respect to Assignment Photos without Photographer s prior written consent. If Getty Images recovers any money damages or settlement in connection with such unauthorized use, such funds will be applied first toward repayment of Getty Images expenses of bringing and maintaining the action, and Getty Images and Photographer will share the balance based either on the percentage commission specified in the Commercial Terms or (if the Shoot Fee for the Assignment Photos at issue was not on a commission basis) an additional fee proportionally related to Photographer s original Shoot Fee for, and relative contribution to, the Photo Assignment which generated the infringed Assignment Photos. If Getty Images notifies Photographer that it elects not to pursue a Claim, Photographer will have the right to pursue it. 3. COVENANTS BY PHOTOGRAPHER 3.1 Confidentiality. Confidential Information means any information of Getty Images or Customers that is designated as confidential, or information that by its nature or circumstances of disclosure would reasonably lead a recipient to believe that it is confidential, including art direction, Photographer s compensation, and other information in any Shoot Brief or related documentation communicated to Photographer. Photographer agrees not to disclose any such Confidential Information to any third party or use any of the Confidential Information except as necessary to perform its obligations under the Agreement. Photographer agrees to destroy or return all Confidential Information to Getty Images upon request. If Photographer is required by a competent legal authority to disclose Confidential Information, Photographer shall provide Getty Images with prompt notice prior to disclosure so that Getty Images (or a Customer) may seek judicial protection. Photographer may also share Confidential Information with its professional advisers under an obligation of confidentiality for the purpose of obtaining professional advice. 3.2 Protection of Goodwill. Photographer acknowledges the highly competitive nature of the photo assignment business and the goodwill created between Getty Images and its Customers and agrees that: (a) for the duration of Term and 1 year after expiration or termination of this Agreement (the Restricted Period ), Photographer will not provide any services for, nor solicit business from (whether directly or indirectly, for the benefit of any person or entity other than Getty Images) any Customer of Getty Images for which Photographer provided services on behalf of or in conjunction with Getty Images in the 12 month period preceding such termination or expiration; and (b) Photographer will not interfere with Getty Images relationships with Customers for whom Photographer provided assignment services or compete in any way with Getty Images assignment services with respect to such Customers. During the Restricted Period, Photographer will not, directly or indirectly, solicit or encourage to cease to work with Getty Images any other photographer, editor, independent contractor, consultant or partner then under contract with Getty Images. If Photographer is contacted directly by any Customer for additional Photo Assignments during the Restricted Period, Photographer will Photographer Agreement for Global Assignment - Page 3 of 5

4 direct such Customer to Getty Images, and any photography services provided by Photographer to such Customer during the Restricted Period will be arranged by Getty Images and governed by the terms of this Agreement, as if, for purposes of such services, this Agreement were still in force and effect. If Photographer breaches the foregoing terms, Getty Images shall be entitled to recovery of any Shoot Fee, royalties, commissions or other compensation paid to Photographer in addition to any other remedies available to Getty Images at law or in equity. Photographer specifically acknowledges that the compensation paid to Photographer hereunder is sufficient consideration for these restrictions. 4. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION & LIMITS ON LIABILITY. 4.1 Representations and Warranties. Each Party represents and warrants that it has the power and authority to enter into the Agreement and to perform its obligations hereunder and that it will comply with all applicable laws, including without limitation the Foreign Corrupt Practices Act. Photographer represents and warrants to Getty Images as follows: (a) Photographer does not have any obligations to any third party nor hold membership in any trade group or collective society that would impair Photographer s obligations or impose additional requirements on Getty Images hereunder; (b) Photographer is the sole and exclusive owner of the Assignment Photos or is the authorized representative of such copyright owner; (c) Assignment Photos, to the best of Photographer s knowledge after due investigation and prior to modification or re- captioning by Getty Images, will not infringe the copyright of any third party, will not contain any matter which violates any applicable law or regulation and, if released, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of the parties signing such release; (d) all caption information provided by Photographer will be accurate; (e) Photographer has obtained valid model, property and intellectual property releases where necessary in accordance with subsection 1.2(c) above and will keep the original release and provide a copy to Getty Images; (f) the expenses submitted by Photographer for reimbursement will be true and accurate; (g) Photographer will not grant to any third party any rights or licenses to the Assignment Photos that conflict with any rights granted under this Agreement or the Contributor Agreement; (h) Photographer, when engaged in Photo Assignments, will adhere to the ethical conduct that is standard in the industry; and (i) Photographer is not on the US Department of Treasury s List of Specially Designated Nationals. 4.2 Indemnification. Each Party (an Indemnitor ) agrees to defend, indemnify and hold harmless the other Party and its affiliates, licensees, officers, directors, employees and agents (each an Indemnitee ) from and against any and all actual or alleged third- party claims and accompanying liabilities, losses, damages, costs and expenses (including reasonable external attorneys fees) arising out of or in connection with any actual or alleged breach of the Agreement or any duty, representation, or warranty contained herein by the Indemnitor, any actual or alleged act or material omission of the Indemnitor or its employees or agents, or, in the case of Photographer as Indemnitor, any breach of any agreement between Photographer and a third party relating to a Photo Assignment. Indemnitor may at its option defend such claim at Indemnitor s expense, and Indemnitee shall cooperate fully in defending or settling such claim, provided that Indemnitor may not settle without Indemnitee s prior written consent, which shall not be unreasonably withheld. Photographer agrees that Getty Images may retain any amounts due to Photographer under the Agreement or any other agreement with Getty Images to the extent Getty Images is owed any sum under this Section LIMITATION OF LIABILITY. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. IN ADDITION, GETTY IMAGES SHALL NOT BE LIABLE TO PHOTOGRAPHER UNDER ANY CIRCUMSTANCES ARISING OUT OF THE MISUSE OF ASSIGNMENT PHOTOS BY ANY THIRD PARTY. GETTY IMAGES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO ANY ASSIGNMENT PHOTOS, STORAGE DEVICE OR OTHER MATERIALS SUBMITTED TO GETTY IMAGES, AND PHOTOGRAPHER IS REQUIRED TO PROVIDE OR MAINTAIN PHOTOGRAPHER S OWN BACKUP FILES FOR ANY PHOTOGRAPHIC CONTENT SUBMITTED. PHOTOGRAPHER BEARS SOLE RESPONSIBILITY FOR OBTAINING AND MAINTAINING ADEQUATE INSURANCE FOR PROTECTION OF ASSIGNMENT PHOTOS OR OTHER MATERIALS SUBMITTED TO GETTY IMAGES. IF, DESPITE THE ABOVE LIMITATIONS, LIABILITY IS IMPOSED ON GETTY IMAGES FOR ANY OF THESE REASONS, IN NO EVENT SHALL GETTY IMAGES LIABILITY EXCEED US$10,000 IN THE AGGREGATE. 5. TERMINATION & SURVIVAL OF RIGHTS. 5.1 Termination. Either Party may terminate this Agreement as set forth in the Term Section of the Commercial Terms. In addition, either Party may terminate the Agreement immediately upon notice if the other Party: (a) breaches any material term or condition of the Agreement and, if capable of remedy, fails to remedy such breach within 60 days after being given notice thereof by the non- breaching Party; or (b) becomes insolvent or suffers any act of insolvency. 5.2 Effect of Termination. If either Party terminates this Agreement prior to the completion of any Photo Assignment(s) for reasons other than those set forth in Section 5.1(a) or 5.1(b), the Parties will continue to fulfill their respective obligations with respect to such Photo Assignment(s) until its or their completion in accordance with the applicable Shoot Brief, and the terms of this Agreement will be deemed to extend, for purposes of such Photo Assignment(s), to and through such completion. Otherwise, in the event of termination of this Agreement (and except as otherwise required by an existing Contribution Agreement): (i) within thirty (30) days of such termination, Getty Images will return to Photographer any Photographer portfolio(s) in its possession and will inactivate any of Photographer s images or other materials that appear on Getty Images websites; (ii) the Parties may, but are not obligated to, make an announcement regarding the end of the relationship, which must be reviewed and approved by both Parties before any release (approval not to be unreasonably withheld); and (iii) neither Party will disclose any details regarding the end of the relationship or defame, disparage or otherwise seek to injure the reputation of the other. 5.3 Survival of Certain Rights. Following termination of the Agreement: (i) all unexpired Customer licenses of Assignment Photos will remain in effect; (ii) Photographer shall not license any Assignment Photos in a way that conflicts with any such unexpired license(s); and (iii) Getty Images will have the perpetual and exclusive right to renew such unexpired licenses, with any renewal to be governed by the terms hereof. The termination of this Agreement will not affect the accrued rights and obligations of the Parties existing at the date of termination. Any provision of this Agreement that either expressly or by its nature is required to be performed or applies after termination of this Agreement, including any Syndication Right granted to Getty Images, shall survive termination. 6. MISCELLANEOUS. 6.1 Entire Agreement; Severability; Waiver. This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended, except (a) via a Shoot Brief as described in the Commercial Terms; (b) in writing by an authorized representative of each Party; or (c) where a court or other competent legal authority finds a provision to be invalid, illegal or unenforceable (in which event such determination shall not affect any other provision in the Agreement all of which shall remain in full force, and the Parties shall in good faith consult to agree on the extent of any amendment that might be possible to make the provision valid, enforceable or legal whilst reflecting as far as possible the original intention of the Parties). If a Party waives any provision of this Agreement, the Photographer Agreement for Global Assignment - Page 4 of 5

5 waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement. 6.2 Assignment. Due to the personal nature of the services Photographer provides hereunder, Photographer may not assign his, her or its rights or obligations and under this Agreement without the prior approval of Getty Images, which will not be unreasonably withheld and shall never be withheld in the case of an assignment of rights to a corporation or to a trust controlled by Photographer or for the sole benefit of Photographer or Photographer s immediate family. Getty Images may assign its rights, obligations and duties under this Agreement, in whole or in part, to any entity controlling, controlled by, or under common control with Getty Images or as part of a merger, reorganization or sale of assets by Getty Images. 6.3 Nature of Relationship. Getty Images and Photographers are independent contractors. The Parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, or any other legal identity, and that Getty Images has no obligation to find or offer employment to Photographer. 6.5 Governing Law and Arbitration. This Agreement will be construed and enforced in accordance with the laws of the State of New York, excluding its laws relating to conflict of laws. Any dispute arising out of or in connection with the Agreement shall be settled by binding, confidential arbitration before a single arbitrator under the Commercial Rules of the American Arbitration Association ( AAA ) or the Rules of Arbitration of the International Chamber of Commerce ( ICC ) in effect on the date of commencement of the arbitration, to be held in: Seattle, Washington, U.S.A.; New York, New York, U.S.A; London, England; Paris, France; Frankfurt a.m., Germany or Tokyo, Japan. Photographer may select the applicable rules and the venue from the foregoing. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the Parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset. Nothing contained in this Section will limit or delay the right of either Party to seek injunctive relief from a court of competent jurisdiction, whether or not such Party has pursued arbitration in accordance with this Section. The Parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any proceeding within the scope of this paragraph shall be commenced within two years of the acts, events, or occurrences giving rise to the claim. 6.5 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party to, execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the terms of this Agreement. 6.6 Notices. The Parties shall provide all notices in writing via mail and/or . Notices to Photographer will be sent to the mail or address reflected on the Commercial Terms (or as otherwise updated in a written notice from Photographer to Getty Images), and notices to Getty Images should be sent to: Legal Counsel, Getty Images (US), Inc., 601 North 34 th Street, Seattle, WA U.S.A.; Fax: ; contributornotice@gettyimages.com. 6.7 Personal Data Transfer. You understand and agree that information relating to you or any other person such as a model that you may provide to Getty Images may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. Getty Images, as data controller and processer, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers, to provide the services they contract for. These third parties will have no right to use your information for secondary purposes. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which event personal information would be transferred as one of the business assets of the company. Getty Images reserves the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of itself, its related companies, distributors and their employees, customers or the public. 7. GETTY IMAGES CONTRACTING ENTITY. The Getty Images contracting for this Agreement will be determined by the country of Photographer s residence, as follows: Photographer Country Getty Images Contracting Entity United States; All Americas United Kingdom and EMEA (Europe, Middle East, and Africa) Spain Japan Italy France Germany Australia and AsiaPac New Zealand Getty Images (US), Inc. Getty Images DevCo UK Ltd Getty Images DevCo Spain SL Getty Images DevCo Japan GK Getty Images DevCo Italia Srl Getty Images DevCo France SAS Getty Images DevCo Deutschland GmbH Getty Images DevCo Australia Pty Ltd Getty Images DevCo NZ Ltd Photographer Agreement for Global Assignment - Page 5 of 5