PHOTOGRAPHER/VIDEOGRAPHER AGREEMENT

1 1 PHOTOGRAPHER/VIDEOGRAPHER A GREEMENT This AGREEMENT is ent ered int o thi s day of , 20 (the Effective Date ), by and between the University of Pittsburgh Of the Commonwealth System of Higher Education ( University ), having a pr incipal place of business at 4200 Fifth Avenue, Pittsburgh, PA 15260, and_____ ( Photog rapher ), having a principal p lace of busine ss at . The Uni versity desires to obtain certain photography and/or videography services of Phot og rapher (the Services ), and the Photog rapher is qualified and willing to perfor m such Services f or t he University.

2 The pa rties agree as f ollows: 1. Services. The Photog raph er is retained by the University to pr ov ide the Services set forth in work Order(s), Exhibit A , a ttached and incor porated herein by reference. 2. Title and Copyright Assignment. Any and all photog raphs, negatives, video footage, images, rendering s, and ot her related materials created or pr oduced by Photographer in wha tever form or medium, electron ic or ot he rwise, in connection with the Services, shall be deemed the work . The work shall constitute a work made for hi re as defined in the Copyright Act of 1976, as amended, 17 101.

3 Phot og rapher acknowledges and agrees tha t the work and all legal title and right s therein are the sole and exclus ive pr operty of the Uni versity. To the extent that any por tion of the work is not a wor k made for hi re under applicable law, Photographer hereby irrevocably assigns and transfers to the University all of the right , title and interest in the work in perpetuity worldwide, includi ng all wor ks based upon, de rived from, or incorporating the work , a nd any income, roy alties, damages and/or p ayments now or hereafter due o r p ayable with respect to the work . 3. Representations and Warranties.

4 Photographer represents and warrants that: i) the entire Wor k is Photographer s origina l wor k, and/or; ii) it is derived from a pr e-existing wor k whi ch Photog rapher owns, and/or; iii) it is derived from pre-existing wor k to whi ch Photog rapher has licensed the right s. Further, Photographer represents and warrants that to the best of Photog rapher s knowledge, the work does not inf ring e t he right s of any third party. 4. Pay ment. Upon satisfactor y compl etion of Services and acceptance of work , Uni versity shall pay Photographer a total sum of U SD $ . No other amount shall be due to Photog rapher.

5 5. Termination. This AGREEMENT shall begin on the Effective Date and shall cont inue un til , unless earlier terminated by the Uni versity in its sole and absol ute discretion. Termination will no t affect the Uni versity s continued ownership of and right s in the work or Uni versity s ob ligation to pay Photographe r for satisfactor y Services compl eted up to the date of termination. 2 6. Independent C ontractor . Photographer i s an independent contractor, and not a Uni versity empl oy ee. 7. Liability. Each party agrees that it will be liable for any and all damage, loss or expense caused by negligent or int ention al misconduct of tha t party, its empl oy ees, independent contractor s and/ or agents.

6 In the event of a dispute between the parties, each party will pay its own attor neys f ees. 8. Insurance. Before starting and rendering the Service, Photographer shall pr ov ide a certificate of insurance to the Uni versity documenting the following mini mum insurance coverage: i) Commercial General Liability insurance with a mini mum limit of one million do llars per occurrence and two million dollars in aggregate; ii) Worker s Compensation as required by applicabl e state and federal law and; iii) Commercial Aut omobile Liability insurance with a combi ned sing le limit for bodily injur y and pr operty damage of not less than one million do llars with respe ct to Photographer s owned, non-owned, hired, or bor rowed vehicles, assigned to or used in the pe rformance of the Services.

7 Photographer shall maint ain all such ins ur ance until all ob ligations under t his AGREEMENT a re satisfied. 9. Background Check. Any Photographer who will have significant and regul ar contact with minors to perfor m Services under this AGREEMENT warrants that Photog rapher, its empl oy ees or agents will compl y in all respects with child abuse laws, includi ng obtaining any clearances from appropriate state and/or federal agency, prior to commencement of Services. 10. Choice of Law; Venue. The laws of the Commonwealth of Pennsylvania, without giving effect to its choice of law provisions, shall govern all matters arising out of or relating to this AGREEMENT , including, without limitation, its interpretation, construction, performance and enforcement.

8 Any legal suit, action or proceeding arising out of or relating to this AGREEMENT shall be brought in the Court of Common Pleas of Allegheny County or in the United States District Court for the Western District of Pennsylvania. Each of the parties waives, to the fullest extent permitted by law, any objection which it may now or later have to the exclusive jurisdiction of or the laying of venue in the Court of Common Pleas of Allegheny County or the United States District Court for the Western District of Pennsylvania, including any objections based upon inconvenient forum. The parties agree that a final judgment in any such suit, action or proceeding may be enforced in other jurisdictions as provided by law.

9 11. Assignment. Photog rapher may not assign its right s, interests, and/or ob ligations under thi s AGREEMENT without the prior w ritten consent of U niversity. 3 IN WITNESS WHEREOF, the p artie s have executed thi s AGREEMENT a s of t he date first s et f or th abov e. UNIVERSITY OF PITTSBURGH OF THE COMMONWEALTH SYSTEM OF HIGHER EDUCATION By: PHOTOGRAPHER By: _ Name: Name: Title: Title: Date: Date: 4 EXHIBIT A work ORDER NO. TYPE O F work T O BE PROVIDED: _____ LOCATION: _____ SUBJECT: _____ _____ SPECI AL INSTRUCTIONS: _____ UNIVERSITY CONTACT I NFORMATION: Name: _____ Depa rt ment: _____ Address: _____ Telephone N o.

10 : _____ E-mail: _____ DATE work D UE T O THE UNIVERSITY OF PITTSBURGH ( UNIVERSITY ): Univers ity re serv es the ri ght to review a nd approve t he f inal work product prior to acceptance. Subject Releas e F orms and Location Agr eements All photographers /videographers taking photographs or video of University events may be required to obtain a signed permission or consent form from any person who is visibly recognizable and a target subject in the photograph/video. The following general guidance is provided regarding the need for permissions or consents in connection with photographs/videos intended for use in University publications or for marketing materials such as newsletters, brochures, and promotional items.