Photographer Contract NNPA [PHOTOGRAPHER/ILLUSTRATOR --- WORK-MADE-FOR-HIRE ] CONFIRMATION OF ASSIGNMENT PHOTOGRAPHER: ______________________________________________________________________________ SUBJECT MATTER AND NO. OF WORKS: ___________________________________________________________ _____________________________________________________________________________________________ FEE: _______________________________ DUE DATE: _____________________________ REIMBURSABLE EXPENSES: _____________________________________________________________________ Instructions: _______________________________________________________________________________________ _____________________________________________________________________________________________ This Letter of Agreement confirms the terms on which you will be preparing and submitting photographs or illustrations (“photographs”) identified above for publication by National Newspaper Publishers Association, Inc. (“NNPA”) ( ''Publisher'') in NNPA News Service and/or BlackPressUSA.com™. 1. You agree to deliver each Photograph, in a format specified by the Editor-in-Chief or his designee, on or before the Due Date. Time is of the essence. Upon acceptance of the Photograph, which shall be at the sole discretion of the Editor-in-Chief, you will submit an appropriate invoice. You will be paid within 30 days after receipt of that invoice. If you fail to deliver the completed Photograph by the Due Date, your Fee will be reduced by 25%, and it will be reduced by an additional 25% for every 5 business days beyond the Due Date the Photograph remains undelivered. If we ultimately reject the Photograph, you will be paid a 25% kill fee. Publisher will reimburse you for reasonable documented expenses, not to exceed the amount listed above, if you submit a written accounting with receipts attached within 60 days of acceptance of the Photograph. 2. You agree that Publisher shall have the following rights to each Photograph: (a) First publication rights, exclusive worldwide for 90 days from the initial date of the distribution either by NNPA News Service or BlackPressUSA.com™; (b) The right to use all or part of the Photograph, and to authorize others to do so, in any medium, in any NNPA-related product or service of Publisher or their affiliates, worldwide, exclusive for 90 days from publication, then non-exclusive; (c) The exclusive worldwide right to reprint the Photograph (i.e., to reproduce the Photograph as it was distributed, together with the text, if any, that accompanied it), or to license others to create such reprints; (d) Solely for purposes of advertising or promoting the Photograph, the Publisher (or any related product or service of Publisher or its affiliates) the worldwide right to reuse all or any part of the Photograph, and to use your name, likeness, and/or biographical information, and to authorize others to do so, in any present or future medium. Publisher will have the right to crop or otherwise modify each Photograph as it sees fit for any use authorized under this Agreement. 3. You represent and warrant that each Photograph will be original to you and has not been previously published exploited or agreed to be published in any medium; that you have full power to make this Agreement and have not previously granted any right or interest in the Photograph; that you do not know of any pending or threatened claim or litigation in connection with the Photograph or the rights herein granted; and that no Photograph will infringe any copyright, trademark, or service mark right or the right of privacy or publicity or (any other right) of any person or entity. You agree to indemnify and hold harmless the NNPA, its directors, officers, managers, employees, shareholders, parent, subsidiaries, affiliates, agents, and licensors against any and all losses, damages or expenses (including reasonable attorneys’ fees) that the NNPA may suffer or incur because of any claim arising from the breach or alleged breach of any representation, warranty or covenant made by you in this Agreement. NNPA reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. Under all circumstances, you shall provide us with such cooperation as is reasonably requested by us. 4. You agree that no Photograph submitted for publication under this Agreement, and no outtake, duplicate, or near duplicate created in the course of fulfilling your assignment, shall be published in any medium until 30 days after it has been distributed by NNPA News Service or BlackPressUSA.com™. 5. This contract constitutes the entire agreement between you and NNPA and supersedes all prior or contemporaneous communications and proposals between you and NNPA or any of its affiliates. Any amendment must be in writing and signed by both of us. 6. This Agreement shall be governed under the laws of the District of Columbia and any claim or dispute arising under this Agreement will be decided in a local or federal court in Washington, D.C., which will be the exclusive forum for such dispute. 7. You may not assign or delegate your duties hereunder and any such purported assignment shall be void. 8. Please acknowledge your agreement to the foregoing by signing in the space provided below. Please sign both copies return to: Editor-in-Chief NNPA News Service 3200 13th Street, N.W. Washington, D.C. 20010. A countersigned copy will be sent to you for your records. AGREED: National Newspaper Publishers Association, Inc. By: ___________________________________ By: _________________________________ Photographer Editor-in-Chief Date:__________________________________ Date:___________________________________ SSN or EIN:_____________________________ Address: _______________________________ _________________________________