ALL OUR ASSIGNMENTS AND LICENSES ARE SUBJECT TO THESE STANDARD TERMS AND CONDITIONS, AND WILL APPEAR ON OUR PAPERWORK. SOME VARIATIONS FROM THESE POLICIES ARE POSSIBLE, PLEASE LET US KNOW YOUR AREAS OF CONCERN.

THANK YOU.

1. DEFINITIONS: This agreement is by and between Paul M Bowers("Photographer") and the commissioning party, ("Client", named on the face this Agreement, including Client's representatives). Photographer's relationship with Client is that of an independent contractor. "Image" or Image(s) refers to the photographic or other visual materials delivered or caused to be delivered by the Photographer to the Client. Photographer shall be considered sole author of the Image(s). The Image(s) shall be the Photographer's interpretation, rather than a literal re-creation of any concepts or layouts provided the Photographer by Client or Client's Representative. "Assignment" refers to the photography Assignment described on the face of this Agreement that Client is specifically commissioning Photographer to perform pursuant to this Agreement.

2. Fees and Expenses: (a) The Client and its principals, employees, agents and affiliates are jointly and severally liable for the performance of all payments of Fees and Expenses and other obligations hereunder. Estimated Fees and Expenses are for original layout and job description only; and for the uses agreed. Any changes are subject to separate written agreement and compensation. (b) However, the invoice may reflect, and Client is bound by, oral authorizations for Fees or Expenses which could not be confirmed in writing because of immediate proximity of shooting. (c) Whereas an estimated budget or a confirmed bid have been approved by the Client, and Expenses do not exceed that budget as subsequently invoiced; or unless a prior and separate written agreement exists stipulating that line item receipts shall be provided to the Client, the Photographer's invoice shall constitute final verification of Production Charges. In the event of such a prior agreement, the Client will bear any additional bookkeeping costs incurred by the Photographer to prepare an accounting report. The Client shall not be entitled to withhold payment in the interim for the purpose of verifying expenses against receipts.

3. POSTPONEMENTS AND CANCELLATIONS: A "postponement" is the rescheduling of the Assignment by the Client to a mutually agreeable date within 30 calendar days of the original Assignment date. Client shall pay all fees, charges and expenses which have been incurred on a postponed or canceled assignment. If Client postpones or cancels the Assignment without the prior written consent of Photographer, Client shall pay 50% of Photographer's fees, but if Client postpones or cancels with less than two (2) business days (48 hours) prior to notice, Client shall pay 100% of Photographer's fees.

4. WEATHER DELAYS: Client will pay 100% of Photographer's daily weather delay fee (as set forth on the face of this Agreement) for any delays due to weather conditions or Acts of God, plus all charges and expenses incurred.

5. CLIENT APPROVAL: Client is responsible for having its authorized representative present during all "shooting" phases of the Assignment to approve of Photographer's interpretation of the Assignment. If no representative is present, Photographer's interpretation shall be accepted. Client shall be bound by all approvals and job changes made by Client's representative.

6. OVERTIME: In the event any Assignment extends beyond eight (8) consecutive hours in one day, Photographer will charge overtime for crew members and assistants at the rate of one and one half (1 1/2) times their hourly rate or fee.

7. RESHOOTS: Client will be required to pay 100% of Photographer's fee, charges and expenses for any reshoot requested by Client. If the Image(s) becomes lost or unusable by reason of defects, damage, equipment malfunction, processing, or other technical error prior to delivery of Image(s) to the Client, Photographer will reshoot without additional fees, provided Client advances and pays all charges and expenses for the reshoot and pays all fees, charges and expenses for the initial Assignment.

8. INDEMNITY: Client shall indemnify and hold Photographer and Photographer's representative harmless from any and all claims, liabilities, damages and expenses including reasonable attorney's fees and court costs arising from the Client's use of the Image(s) or from Photographer's reliance on any representations, instructions, or materials provided or approved by the Client.

9. RIGHTS LICENSED: The right to reproduce or use any Image(s) is conditioned on the Photographer's receipt of payment in full and on use of copyright notice on all copies of the Image(s). Unless otherwise stated on the face of this Agreement, the duration of any license is one year from the date of Photographer's invoice and is for English language use in the United States of America only. Except as expressly licensed by Photographer in this Agreement, Photographer reserves all other rights in and to the Image(s) of every kind and nature. No license is valid unless signed by Photographer on Photographer's invoice. No rights licensed may be assigned or transferred without Photographer's prior written consent or acceptance of a resale certificate properly issued by Client.

10. RETURN OF IMAGES: Client assumes all risk for Image(s) delivered by Photographer to Client from time of receipt by Client, to the time of return receipt of Images(s) to Photographer. If no return appears on the face of this Agreement or on any corresponding delivery memo, Client shall return Image(s) in an undamaged, unaltered and unretouched condition within 30 days after first publication of the Image(s).

11. LOSS OR DAMAGE: IN CASE OF LOSS OR DAMAGE OF ANY ORIGINAL(S), CLIENT AND PHOTOGRAPHER AGREE THAT THE REASONABLE VALUE OF EACH ORIGINAL IMAGE IS $1,500.00. Once original Image(s) are lost damaged it is extremely difficult and impracticable to fix their exact individual value. Accordingly, Photographer and Client agree that the reasonable liquidated value of each original Image is $1,500.00 for each lost or damaged original Image and Photographer agrees to limit Photographer's claim to that amount without regard to actual value of the Image.

12. PAYMENT AND COLLECTION TERMS: Invoices from Photographer are payable upon receipt by Client. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover their attorney's fees, court costs and the maximum interest rate allowable by law. No lawsuits pertaining to any matter arising under or growing out of this Agreement shall be instituted in any other state other than the state of Photographer's principal placement of business.

13. SALES, USE OR TRANSIT TAX: Client is responsible for full payment of applicable sales, use and/or transit taxes invoiced, and for any subsequent assessment made by sales, and/or transit tax authorities.

14. RELEASES: NO MODEL OR MODEL OR PROPERTY RELEASE EXISTS FOR ANY IMAGE(S) UNLESS PHOTOGRAPHER SUBMITS A SEPARATE WRITTEN MODEL OR PROPERTY RELEASE TO CLIENT.

15. STORING OF ELECTRONIC DATA: Client is strictly prohibited from digitizing or electronically scanning any Image other than for the purpose of reproducing any Image other than for the purpose of reproducing the Image in accordance with the rights licensed on the front of this Agreement. In no event may Client or Client's representatives retain or store any kind of electronic data derived from any Image after first publication of the Image.

16. MODIFICATIONS, GOVERNING LAW AND MISCELLANEOUS: This Agreement sets forth the entire Agreement between Photographer and Client in regard to the Assignment and/or the Image(s). This Agreement cancels or supersedes all other prior representations and agreements between the same, whether written or verbal. Neither Photographer nor Client shall be bound by any purchase order or definition, condition, representation, warranty, or provision other than that expressly stated in this Agreement unless in writing and signed by the Photographer. Waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision of this Agreement. Any objections to the terms of this Agreement must be made in writing and delivered to Photographer within ten (10) days of the receipt of this Agreement by Client or Client's representatives, or this Agreement shall be binding. Client's reproduction or use of any Image(s) in any manner whatsoever constitutes acceptance of this Agreement. The formation, interpretation, and performance of this Agreement shall be governed by the laws of the state of the Photographer's principal place of business, excluding the conflict of laws and rules in the state of the Photographer's principal of business. All paragraph captions are for reference only, and shall not be considered in construing this Agreement. This Agreement shall be construed in accordance with its terms and shall not be construed more favorable for or more strongly against Photographer or Client.

Thank you, we hate all this legal stuff, and your business is appreciated.