As of June 24, 2015

Contract between Lucia Studios (“Lucia Studios”) and all Clients of Lucia Studios (“Client”) for the provision of photographic services enumerated below. This agreement cannot be amended without the written consent of both parties.

Confidentiality:

Both parties agree that, during the Term and at all times after the termination of this Agreement for whatever reason, each party will treat as confidential and maintain in confidence all information relating to this Agreement and the services provided in connection to this Agreement. including without limitation the identity of the customers and suppliers of the Client, Client’s arrangements with such suppliers and customers, and technical data relating to Client’s products and services. In addition, each party agrees that, without the prior written approval of the other party, it will not disclose any such information at any time to any person, corporation, association or other entity. Upon the termination of this Agreement for any reason, neither party will not take or retain any records, files or other documents, or copies thereof, relating in any way to the business operations of either party. It is expressly agreed that the remedy at law for breach of the agreements set forth in the paragraph is inadequate and that either party may, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.  

Project Procedure:

A.    Photography sessions will take place at Lucia Studios or sister studios shooting items provided by the Client. All sessions will use various studio equipment (camera, lighting & grip) provided by the photographer and used at the photographer’s discretion. All images will be retouched, if necessary, in order to achieve the quality desired. Delivery of completed images to Client is within two weeks of scheduled photography session. Client must remove all items from shoot location (Lucia Studios) within 1-5 business days of shoot completion.

Payment:

A.    Payment will be delivered to Lucia Studios within 30 days of receipt of a detailed invoice by Client. Late payments may incur an additional charge.

Project Modifications:

Project modifications will be addressed in the following manner:

I.               Client requested modifications that increase costs will be negotiated, and payment terms finalized in writing, before any work is performed.

II.             Photographer requested modifications that increase costs (such as additional equipment, lighting, propping tools, stylists, retouchers, photographers, and messengers) and associated payment terms will be discussed and either approved or disapproved by the Client in writing prior to any work performed.

III.           Cancellations and rescheduling fees: At Lucia Studios’ discretion, if a shoot is cancelled with less than 48 hours notice, a fee of 100% of the already incurred costs will apply. If a shoot is cancelled with less than 24 hours notice, an additional fee may also be applied. If a confirmed shoot is cancelled with less than 72 hours’ notice that required a stylist, a cancellation fee will be billed for that stylist per scheduled day.

IV.           Unforeseen occurrences that affect the project (weather, sickness, etc.) will be discussed and negotiated as they occur. Photographer will not be liable for any inconvenience caused by unforeseen circumstances.

V.             Re-shoots requested for any reason other than technical error on Lucia Studio’s part will be billed at 100%.

Termination:

I.               If the Client decides to terminate this Agreement for Cause, it must provide Lucia Studios’ with thirty (30) days written notice prior to termination of the Agreement (“Cause Termination”). “Cause” would include: unacceptable photography or retouching quality, inability to meet deadlines, damaged or lost products, unreasonable product modification costs and other similar issues. In the event of Cause Termination of this Agreement by the Client, Lucia Studios is entitled to a reimbursement of any and all reasonable fees incurred in connection with services completed under the terms of this Agreement.

II.             If either party seeks to terminate this Agreement for any or no reason, then that party must provide the other with sixty (60) days written notice prior to the termination of the Agreement (“Early Termination). Client shall be responsible for the outstanding fees of completed works.

III.           Upon Cause Termination, Early Termination or expiration of this Agreement, Lucia Studios shall release any materials and works in progress to the Client.

 Independent Contractor:

Lucia Studios acknowledges that it is entering into this Agreement as an independent contractor and that this Agreement shall not create and shall not be construed to creative a relationship of principal and agent, joint venture’s, co-partners, employer and employee, master and servant or any similar relationship between the Client and Lucia Studios. The parties understand and agree that Lucia Studios shall not be under the director, control or supervision of the Client in the rendering of its services. Lucia Studios shall bear sole responsibility for payment of its federal, state and local income tax withholding and social security taxes, and for obtaining and payment for workers’ compensation coverage, unemployment insurance, liability insurance, health and/or disability insurance, retirement benefits or welfare or pension benefits, and/or other payments and expenses for itself and its employees.  

Intellectual Property Rights: 

All copies and tangible embodiments of any of the services that relate to Lucia Studios’ work with the Client, made or conceived by Lucia Studios, solely or jointly with others, either while performing the duties of this Agreement with the Client or on Lucia Studios’ own time, and whether or not made or conceived prior to, on or after the date of this Agreement connected to the Client’s products, services or information (“Created Intellectual Property”) will be deemed “works made for hire” as such term is defined under the copyright laws of the United States on behalf of the Client. Lucia Studios and the Client acknowledge and agree that Lucia Studios will retain sole ownership of the Created Intellectual Property, and that the Client will be granted global usage and wholesale usage of the Created Intellectual Property, and all underlying rights therein, including rights of assignment, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Lucia Studios. Images will not become authorized for usage for the Client until full payment is made and received by Lucia Studios.

Entire Agreement: 

This Agreement contains the entire understanding of the parties as to the subject matter hereof.

Successors and Assigns: 

This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder.

Governing Law: 

This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of New York, excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in New York and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

Severability: 

If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement.

Counterparts: 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same instrument.

By hiring Lucia Studios, you hereby agree that you have the authority to uphold the terms and conditions set forth in this agreement by the Client and Lucia Studios, and that you are agreeing on behalf of your company.