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Photographer Contract Template

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Photographer Contract Template

 

This Photography Agreement (the "Agreement"), dated [the date both parties will have signed] is entered into by [photographer name], an individual residing in [address], (the "Photographer"), and [client name], an individual residing in [address], (the "Client"). Whereas, the Photographer and the Client desire to establish the terms and conditions under which the Photographer will provide services to the Client, the parties agree as follows:


 1. Scope of Work. The Photographer agrees to perform such consulting, advisory and related services specified on Exhibit A to this Agreement ("Description of Services").

2. Term. This Agreement shall commence from the date this Agreement is signed by both parties and shall continue until the scope of work defined in the Description of Services is completed (such period, as it may be extended or sooner terminated in accordance with the provisions of Section 4, being referred to as the ("Service Period").


3. Payment.


a. Service Cost. In consideration of the Service, the Client will pay the Photographer of $ per hour (the "Service Cost").


 b. Expenses. The Photographer shall be responsible for all business expenses incurred by the Photographer in connection with, or related to, the performance of the services.


c. Invoices. The Client shall pay to the Photographer amounts shown on each statement or invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

 

d. Benefits. ThePhotographer shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Client.


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How to Get Started with a Photography Contract Today

What is a photography contract template?

Whether you capture shots of beautiful weddings, charming babies, or high-end corporate events, operating a photography business comes with its share of challenges. A great deal may go wrong when it comes to copyright conflicts, financial problems, and unreasonable customer expectations. Professional photography contracts safeguard your company by clearly stating the terms and circumstances of your agreement from the outset of your relationship. By using Indy's contract management capabilities, you and your clients may sign contracts online, allowing you to arrange sessions more quickly.

Despite the fact that working with an attorney is usually the best option when it comes to drafting a contract, there are alternative options for creating a professional, legally-binding agreement. With an Indy contract template, you can create, write, and distribute contracts all from a single dashboard, saving time and money. Additionally, your clients may sign their agreements online, allowing for more efficient session scheduling.

In the end, a photography contract ensures that you receive the money to which you are entitled, in accordance with the terms and circumstances that both you and your client agreed to prior to sending the written agreement to your customer, whether in person or over email.

Customers that are opposed to using a written contract for your future photographic task should be avoided, as contracts provide a crucial legal structure that is required to protect you and your freelance photography business in the event that something goes wrong. Your consumers' interests are protected by the contract in the event that you fail to produce as promised, which is a critical component of any transaction. A contract ensures that everyone benefits from it, with the only ones losing out being those who did not have a contract in place in the first place.

Indy's professional contract generation software allows photographers to streamline the contract-writing process by utilizing sophisticated job-specific contract preparation features, which is beneficial to everyone engaged in the contract development process. Photographers can create photography contracts that are easy to navigate and are consistent with their brand image and messaging.

If you want to do things on your own, Indy offers a collection of free downloadable templates that you can alter to produce professional client contracts for your business. Simply choose the sample contract that best matches your business model, personalize it with your own design components, and populate it with the legalese that you choose to use in your contract. Then you can either send it to your clients or print it and hand it to them in person to officially begin the relationship.

When establishing a photographic contract, it's critical to understand the scope of the work at hand. Determine the amount of time required, as well as the cost of equipment (such as gardening tools and heavy-duty weed wackers), as well as any other accessories and travel expenses, prior to beginning. 

You'll need to get started and find out how to create a photography contract template once you've determined what one is and what it's used for. The ability to better publicize your business and increase your marketing return on investment will assist you to attract more consumers as a photographer.

Do you even need a photography contract?

Absolutely! Your work is valuable, and it should be protected by a legal contract. When everything goes well, there are no problems with clients. Contracts help you create a plan that protects you when a job doesn’t go quite so smoothly. 

Here are some benefits of using a contract:

A Photography Agreement values your time and effort.

When you include the payment amount and terms in your photography contract, you pave the way to getting paid properly for your project. When the project or milestone finishes, every party knows what to pay and when to pay it.

Your photography contract defines the project’s scope.

Scope creep is difficult for just about every freelancer. When the size of the job changes without warning, finishing on time and getting paid properly become harder. A clearly defined project scope in a contract avoids any scope creep.

Clarify intellectual property rights in the contract.

Most of the time, your clients will own the rights to your work because they paid for it. However, sometimes the photographer owns the rights to their work. Your photography agreement will make this plain so there is no confusion.

What is unique about photography contracts?

Photographers want to just point and shoot. Life as a freelance photographer is a little more complicated, so your contracts should cover the difficulties that may arise from managing clients when things go wrong.

Here are some clauses to add to your contracts:

  • Make your payment terms as clear as possible. Requesting a deposit is customary, as is requiring payment in full at a specific point. When that point occurs should be made clear. There are a few scenarios:
  • If your work does not include editing, then the final payment should be made prior to the pictures being delivered.
  • If your work does include editing, then you can consider adding an interim payment prior to the photo shoot and the full payment prior to delivering the finished photos.
  • Speaking of editing, if this is included in your work, then the nature of the editing should also be clear. Will you be removing acne, whitening teeth, or mixing colors? State it in the contract.
  • Limitation of liability is critical because any number of things could occur that affect your shoot. Weather and lighting are obvious examples. This section could also include gear damage protection and injury waivers.

Another section to add is a release form. How will your images be used and by whom? You may want to include this section to protect yourself if you use photos to promote your work.

How do you create a photography contract? 

You can create a simple contract on your own by recording the writing work to be done, the amount to be paid, and the timeline for delivery. A simple document like this is better than nothing. 

That document won’t make a professional impression for your business, though. Instead, you can use our copywriting contract template.

Here are three reasons you should try our contract template instead of writing your own:

  1. We’ve taken legal advice and the legal team approved our photography contract. If something goes wrong, you know your contracts are legally enforceable.
  2. Freelance professionals don’t have time to reinvent the wheel for every client. So, we’ve done the hard work and written most of the document for you. 
  3. Don’t spend your time writing something you won’t get paid for, like a new photography agreement. Use our freelance template to get started faster.

Let’s check out what needs to be in the agreement between you and your client.

How to write a photography contract template? 

Photography contract templates are available for every kind of photography specialty and may be modified to fit any style choice, including commercial, wedding, portrait, and stock photography. They are also available in several languages. Photographic themes were designed with freelance photographers in mind, but they may be customized to fit your brand and photography services as well. 

Whether you work with other photographers on a daily basis or you're preparing for your first styled session, photography contract templates can help you ensure that you cover all of your legal bases. What matters most is that you obtain permission from the people you're shooting before publishing their pictures, including sharing them in your portfolio and creating bespoke marketing materials, all without putting yourself or your company in danger. 

Finally, photography contract templates are helpful for a variety of events, including small birthday parties and big corporate fundraisers. They include all of the components you need to establish an agreement with your customers ahead of time.

When you and your customer first begin working together in your professional relationship, it is critical that you communicate clearly and completely with one another. Otherwise, your professional relationship will suffer. Understanding the need of clear, concise, and open communication will allow you to identify and discuss all aspects of your contract while still meeting the demands of both your customer and your freelance photography business. 

It is possible to include a very brief explanation of the engagement in your photography contract that will provide you some freedom in terms of discussion with the customer while drafting the contract. This will allow you and your customer to get on the same page about the scope of the job at hand and the actions that will be required to complete it before you begin working on the project.

Using Indy contract templates, photographers will have a much easier time getting started with the writing of a contract for their photographic business. All of the templates are simple to use and may be modified to match your specific requirements.

What should be included in a photography contract template? 

If you are writing a contract, no matter what type of work you do, you should always include the following information in it: a comprehensive description of services and/or deliverables; payment terms; general job-specific conditions; and liability limitations. It is almost certain that these elements will be present in any legitimate contract, regardless of the circumstances. So, what information should be included in a standard photography contract template?

Project Scope

A clear and concise rewrite of the agreement between you and your client will take place at this stage of the contract-writing process, and the scope of the work that needs to be completed will be specified in its entirety at this stage.

Description of Services

In this section, you will describe in as much detail as possible what you aim to do for your consumer and how you propose to go about achieving your goal for them (use of equipment, the event to be photographed, travel details, etc.)  

Feedback and Approval Process

This section of the photography contract guarantees that your time on the job will not be squandered or otherwise wasted in any way. Use this section to inform the customer of the number of modifications, if any, that will be accepted as well as the approval process that you wish to use. 

Milestones 

You should ensure that your suggested timelines for larger projects are completely satisfactory and that you will be able to adhere to them both during the workday and at the end of it. It's important to remember that if you meet your deadlines, the customer will meet their payment deadlines as well. 

Payment Dates and Conditions

In this section of the contract, make certain that all pertinent information about the payment procedure is clearly and prominently displayed. Provide clear and legible payment deadlines, as well as terms and conditions including late fees and acceptable payment methods. 

Tax Documentation

When it comes to tax paperwork, it is critical to be familiar with the rules and laws that apply in your jurisdiction. In some municipalities, there are no regulations in place, while in others, regulations are in place. If you are unsure or have questions, you should seek assistance from your local tax office. 

Non-Exclusivity 

For independent contractors, this should be included in every contract they sign, unless they are presented with an exceptional opportunity. A non-exclusivity clause prevents you from becoming overly reliant on a single customer or customer group. 

Confidentiality 

When working with clients, you may find that some prefer that all professional collaborations remain confidential; if this is the case for your next project, make sure to include language in the contract that says your client has the right to request that all professional relationships remain confidential. 

Termination 

It is possible that even when everything goes according to plan, things will not turn out the way we anticipate them to. Having a termination clause in your contract means that if both you and your client agree that the relationship is no longer viable, the contract can be terminated. 

Dispute Resolution

This is a critical component of any photography contract that must be included. This section will serve as a safety net for both parties in the event that something goes wrong during the course of your collaboration on the work. You should make notes on any issues that arise and how you intend to resolve them so that the process is less complicated for both you and your customer when the time comes to deal with them.

Where to find a photography contract template? 

The use of photography contracts is essential when you're responsible for shooting once-in-a-lifetime events, priceless moments, and material for digital marketing campaigns. Contracts safeguard the interests of both the photographer and the client, and they provide piece of mind for both parties. 

By using a few chosen elements of Indy, you can design and distribute professional photographer agreement forms in a matter of minutes to your clients. Work for hire photography contract templates from Indy allow you to rapidly create agreements that contain all of your terms and conditions, such as payment requirements, shooting and editing deadlines, and client accountability. Moreover, you may include extra model release provisions in the contract to guarantee that you have the right to distribute the photographs in the manner of your choosing. 

Thus, instead of fighting over session specifics and worrying about possible litigation, you can devote your time to documenting your customers' most precious memories.

Searching the web for photography contract templates that match your specifications using your preferred search engine is the quickest, easiest, and most efficient method of finding a photography contract template for your purposes. Although freelancers have a wide variety of options, choosing one may prove to be more difficult than actually filling out the contract with the details of your job description and needs.

Keep in mind that some contract templates are only available in PDF format and cannot be edited or updated, which means you'll have to type everything out by hand instead of using a computer. Be aware that other contract forms may not contain all of the sections that you'll need to ensure that you cover every aspect of the work scope in detail, so double-check everything before signing any documents.

Instead, consider constructing your contract for your next event or occasion using one of Indy's sophisticated photography contract templates. When you use the photography contract templates from Indy, you can save time because they have already been pre-filled with all of the important information that should be included in a freelance photography agreement.

Can I use your photographer contract sample?

We have two documents you can use as a freelance photographer. You can sign up for a free Indy account and use our contract generator to create the correct contract for your needs in a few minutes.

If you don’t want to sign up for an account, you can download a non-editable contract to get started. You’ll need to review it carefully before using it to ensure all the details match your requirements.

Create new photography contracts quickly and easily. Here's an example of an Indy contract:

Photographer Contract Template

 

This Photography Agreement (the "Agreement"), dated [the date both parties will have signed] is entered into by [photographer name], an individual residing in [address], (the "Photographer"), and [client name], an individual residing in [address], (the "Client"). 

Whereas, the Photographer and the Client desire to establish the terms and conditions under which the Photographer will provide services to the Client, the parties agree as follows: 

1. Scope of Work. The Photographer agrees to perform such consulting, advisory and related services specified on Exhibit A to this Agreement ("Description of Services").

2. Term. This Agreement shall commence from the date this Agreement is signed by both parties and shall continue until the scope of work defined in the Description of Services is completed (such period, as it may be extended or sooner terminated in accordance with the provisions of Section 4, being referred to as the ("Service Period").

3. Payment.

a. Service Cost. In consideration of the Service, the Client will pay the Photographer of $ per hour (the "Service Cost").

 b. Expenses. The Photographer shall be responsible for all business expenses incurred by the Photographer in connection with, or related to, the performance of the services.

 c. Invoices. The Client shall pay to the Photographer amounts shown on each statement or invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

 d. Benefits. ThePhotographer shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Client.

 4. Termination. This Agreement may be terminated prior to the end of the Service Period in the following manner: (a) by either the Photographer or the Client upon not less than () days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto. In the event of termination, the Photographer shall be entitled to payments for services performed that have not been previously paid and, subject to the limitations in Section 3.2, for expenses paid or incurred prior to the effective date of termination that have not been previously paid. Such payment shall constitute full settlement of any and all claims of the Photographer of every description against the Client. In the event that the Client’s payment to the Photographer exceeds the amount of services performed and (subject to the limitations in Section 3.2) for expenses paid or incurred prior to the effective date of termination, then the Photographer will immediately refund the excess amount to the Client. Such refund shall constitute full settlement of any and all claims of the Client of every description against the Photographer.

5. Cooperation.The Photographer shall use Photographer's best efforts in the performance of Photographer's obligations under this Agreement. The Client shall provide such access to its information and property as may be reasonably required in order to permit the Photographer to perform Photographer's obligations hereunder. The Photographer shall cooperate with the Client’s personnel, shall not interfere with the conduct of the Client’s business and shall observe all rules, regulations and security requirements of the Client concerning the safety of persons and property.

6. Proprietary Information and Inventions.

a. Proprietary Information.

1. The Photographer acknowledges that Photographer’s relationship with the Client is one of high trust and confidence and that in the course of Photographer's service to the Client, Photographer will have access to and contact with Proprietary Information. The Photographer will not disclose any Proprietary Information to any person or entity other than employees of the Client or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Client, either during or after the Consultation Period, unless and until such Proprietary Information has become public knowledge without fault by the Photographer.

2. For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Client, concerning the Client’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Photographerin the course of Photographer's service as a Photographer to the Client.

3. The Photographer’s obligations under this Section 6 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Photographer or others of the terms of this Section 6, (ii) is generally disclosed to third parties by the Client without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Client.

4. The Photographer agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Photographer or others, which shall come into Photographer's custody or possession, shall be and are the exclusive property of the Client to be used by the Photographer only in the performance of Photographers duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client. All such materials or copies thereof and all tangible property of the Client in the custody or possession of the Photographer shall be delivered to the Client, upon the earlier of (i) a request by the Client or (ii) the termination of this Agreement. After such delivery, the Photographer shall not retain any such materials or copies thereof or any such tangible property.

5. The Photographer agrees that Photographer’s obligation not to disclose or to use information and materials of the types set forth in paragraphs (2) and (4) above, and Photographer's obligation to return materials and tangible property set forth in paragraph (4) above extends to such types of information, materials and tangible property of customers of the Client or suppliers to the Client or other third parties who may have disclosed or entrusted the same to the Client or to the Photographer.

6. The Photographer acknowledges that the Client from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Client regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Photographer agrees to be bound by all such obligations and restrictions that are known to the Photographer and to take all action necessary to discharge the obligations of the Client under such agreements.

 b. Inventions.

1. All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Photographer, solely or jointly with others or under Photographer's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Client or (ii) after the Consultation Period if resulting or directly derived from Proprietary Information (as defined below) (collectively under clauses (i) and (ii), "Inventions"), shall be the sole property of the Client. The Photographer hereby assigns to the Client all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefore, in the United States and elsewhere and appoints any officer of the Client as Photographer's duly authorized attorney to execute, file, prosecute and protect the same before any government agency, court or authority. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Client at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Photographer not during normal working hours, not on the Client’s premises and not using the Client’s tools, devices, equipment or Proprietary Information. The Photographer further acknowledges that each original work of authorship which is made by the Photographer (solely or jointly with others) within the scope of the Agreement and which is protectable by copyright is a "work made for hire," as that term is defined in the United States Copyright Act.

2. Upon the request of the Client and at the Client’s expense, the Photographer shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Client and to assist the Client in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Photographer also hereby waives all claims to moral rights in any Inventions.

3. The Photographer shall promptly disclose to the Client all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Client) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Client at all times.

4. Notwithstanding the foregoing in this Section 6(b), the ownership and use of the Inventions that are assigned to the Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in Exhibit B.

7. Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein, neither party shall be liable to the other for any consequential, special, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising under this contract or as a result of, relating to or in connection with the service and the parties’ performance of the obligations hereunder, and no such claim shall be made by any party against the other regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of liability.

8. Indemnification. The Photographer shall be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from any claims, suits, judgments or causes of action initiated by any third party against the Company where such actions result from or arise out of the services performed by the Photographer or its Employees under this Agreement. The Photographer shall further be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Photographer’s or its Employees’ failure to pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. The Photographer shall further indemnify, defend and hold harmless the Company and its successors and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on its part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Company relating to or arising out of the activities of the Photographer or its Employees and the Photographer shall pay reasonable attorneys’ fees, costs and expenses incident thereto.

9. Independent Contractor Status. The parties shall be deemed independent contractors for all purposes hereunder. Accordingly:

a. The Photographer will use its own equipment, tools and materials to perform its obligations hereunder.

b. The Client will not control how the Service is performed on a day-to-day basis and the Photographer will determine when, where and how the Service will be provided.

c. The Client will not provide training to the Photographer.

d. The Photographer will be solely responsible for all state and federal income taxes in connection with this Agreement.

e. This Agreement does not constitute an employment, partnership, joint venture or agency between the parties hereto, nor shall either of the parties hold itself out as such contrary to the terms hereof by advertising or otherwise nor shall either of the parties become bound or become liable because of any representation, action or omission of the other.

10. General.

a. Survival. Sections 4 through 11 shall survive the expiration or termination of this Agreement.

b. Non-Solicitation. During the Service Period and for a period of [six (6) months] thereafter, the Photographer shall not, either alone or in association with others, (a) solicit, or permit any organization directly or indirectly controlled by the Photographer to solicit, any employee of the Client to leave the employment of the Client, or (b) solicit or permit any organization directly or indirectly controlled by the Photographer to solicit any person who is engaged by the Client.

c. Use of Subcontractors. The Photographer may use trusted contractors to complete components of the Photographer’s obligations hereunder, provided that the Photographer shall remain solely responsible for such contractors’ performance, that the Client shall have no obligation to such contractors and the use of such contractors shall not cause any increase in fees, costs or expenses that would otherwise be payable hereunder.

d. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between the Client and the Photographer and supersedes any prior understandings, agreements or representations by the parties, whether written or oral, with respect to the subject matter hereof.

e. Assignment. Neither party may assign or transfer this Agreement in whole or in part, nor any of the rights hereunder, without prior written consent of the other party.

f. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13.

g. Amendments. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each party.

h. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Photographer and the Client agree that the court making the determination of invalidity or unenforceability shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified.

i. Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or telecommunications networks, provided that the delayed party: (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

j. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of (other than any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction).

k. Arbitration. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in , , in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

l. Counterpart. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile, digital or electronic signature.