ROBERT HARDING PICTURE LIBRARY LTD

ACCEPTED MEDIA-EXCLUSIVE AGREEMENT

This is an Agreement by and between the Robert Harding Picture Library Limited, trading as robertharding, whose registered office is at Prince Albert House, 20 King Street, Maidenhead, SL6 1DT, England ("Library," "robertharding," or "we" in this document) and you, as a contributor ("you" or "Contributor" in this document).

Robert Harding Picture Library Ltd. is in the business of licensing digital media. You are in the business of creating digital media. You are agreeing to appoint Robert Harding Picture Library t/a robertharding to represent you for the purpose of licensing your digital media under the following terms and conditions. Accordingly, you and robertharding have agreed as follows:

1. Definitions used in this agreement.

1.1 Terminology: In this agreement the following terms or expressions bear the meanings set out opposite them below:

  • "Accepted Media" means any still image, video (motion, footage), graphics, computer generated imagery (CGI) or audio that you submit to us and which we retain in digital format.
  • "the Act" the Copyright, Designs & Patents Act 1988
  • "Associated Companies" any associated company (within the meaning of the Income and Corporation Taxes Act 1988 Section 416.1) of the Library; and any holding company of the Library and any company (not being a subsidiary of the library) of which the Library, its holding company or any subsidiary of the Library or its holding company holds or controls more than ten percent (10%) in nominal value of the equity share capital (the terms ""holding company" and "subsidiary" for these purposes bear the meanings ascribed thereto in Part XXVI of the Companies Act 1985) and "Associated Companies" means any two or more such companies.
  • "Authorised Agents" any person or business entity authorised by robertharding pursuant to Clause 3.1 (b) below to sublicense the reproduction of the media, including companies or organizations using digital networks, Internet web sites, online delivery systems, or any other digital or electronic system.
  • "Commencement Date" the date with effect from which this Agreement commences in accordance with Clause 2 below.
  • "Contributor" any person who accepts the terms of this Agreement with RHPL and submits media in any format or visual media to robertharding for the purpose of having RHPL sell reproduction rights to such media.
  • "Duplicate" means an exact reproduction of an image, including without limitation those made photographically, digitally, electronically or by any other means.
  • "Media" means a photograph, picture, transparency, print, negative, video (motion, footage), audio, design, artwork, painting, graphic work, diagram, montage, illustration, drawing or engraving in whatever form and whether in colour or black and white, as well as any media on a computer disk, or transmitted electronically in digital form, or stored in a computer-based retrieval system, or any other item that may be offered by us to customers for the purpose of reproduction.
  • "License" when used as a verb this means to license, grant, lease or convey any right, title or interest to, and includes without limitation any grant of authority to any stock photography agency, picture library, electronic picture network, or to any person or entity engaged in the business of licensing, reproducing or otherwise using media. When used as a noun, "License" means the actual instrument or grant conveying such license, grant, lease or conveyance.
  • "Licensee" means the person or entity who/which is the recipient of a License
  • "Manipulation" the process whereby an image that has been digitised is electronically manipulated, cleaned, retouched or enhanced; all references to "manipulate" shall be construed accordingly.
  • "Net Revenue" means the money actually received by RHPL for licensing Accepted Media after deduction of any or all of the following: service, shipping, holding or other applicable fees; VAT or other sales or withholding taxes; payments robertharding is contractually bound to make to any third party, such as our Internet service provider for facilitating search, encryption and delivery systems; credit card/banking resources which retain a portion of e-commerce and other sales transactions; interest; sales commissions paid to international and domestic agents or sub-agents, as well as currency conversion costs, bank collection costs and local export, income or withholding taxes which affect certain international transactions; and bad debt, collection, or legal expenses.
  • "Online Media" means any medium capable of transferring digital information, now or hereafter known, including without limitation a computer network, proprietary computer network, wireless transmission, telecommunications network, or the Internet.
  • "Rights Controlled" refers to all media in which reproduction rights are licensed for a specific use, or uses, by robertharding pursuant to Clause 3 below, such use or uses having been agreed between robertharding and any person authorized by us to reproduce your media.
  • "Royalty Free" means all media in which reproduction rights are licensed by robertharding in exchange for a one-time fee, regardless of the type of use that will be made of the media, and after payment of which the licensee is entitled to reproduce the media at any time without incurring any further fees.
  • "Share Agreed" means (30%) unless agreed otherwise at the sole discretion of robertharding. The 'Share Agreed' is based upon the current sale-ability and amount of regularly submitted and accepted media.
  • "Similars" means all media created of the same subject matter, scene, arrangement, person, people or property and that vary from each other only slightly due to a change of angle, exposure, filtration, brightness or other relatively minor change in composition. In the case of photographs, the term "Similars" often, but not always, refers to media created at the same time or photo session. "Similars" are, to the average person looking at them, substantially alike.
  • "Submitted Media" means any video (motion, footage), audio or digital file in any format or medium that you have submitted, or will submit, to robertharding.
  • "the Territory" refers to the entire world.

1.2 Further Definition of "Media": Any references in this Agreement to "media" shall specifically include digital media created from photographs and which are capable of being stored on a permanent hard drive, web site server or any other computer media, computer server, digital network, Internet web site and other online digital or electronic systems.

1.3 Further Definition of "robertharding": In this Agreement references to " robertharding", "RHPL", "us" or "we" shall be taken to include its Associated Companies and where relevant any one of them.

1.4 Singular/plural/gender: In this agreement references to the singular shall include the plural and references to one gender shall include all genders.

1.5 Definition of "Persons": References in this Agreement to "persons" shall be construed as including individuals, bodies (corporate or non-corporate) or partnerships of individuals.

2. Commencement date of our Agreement.

This Agreement commences with effect from the date upon which it is agreed by you and RHPL's authorized representative. If it is agreed on different dates, then this Agreement shall commence with effect from the later of the two dates of agreement.

3. Your appointment of robertharding to license your media.

3.1 Appointment/Grant of Right to License: You hereby appoint robertharding as your exclusive worldwide stock agent and representative for your Accepted media and grant to us the right to license your Accepted media on an agreed basis throughout the Territory in all media now or hereafter to become known including, but not limited to, print, digital, electronic, Internet, video, film and television. You also grant to us the right to distribute your Accepted media to our Associated Companies, Authorised Agents or sub-agents throughout the Territory, as well as allow them to utilize the Accepted media in any manner they may deem appropriate.

3.2 Restriction on Accepted Media: You agree that you will not permit Similars of your Accepted Media on loan to the robertharding to be held or offered for either sale or reproduction as stock media by any person, company or entity other than robertharding and its Authorised Agents.

3.3 Previously Accepted Media: All terms of this Agreement shall govern our right to license any media at our discretion that you have previously submitted to us prior to the acceptance of this Agreement by both parties and which we have accepted. You make the same representations and warranties to us with regard to your previous Accepted Media as apply under the terms of this Agreement to future media submissions and consequent Accepted Media.

3.4 Determination of Selection: RHPL shall have the sole and exclusive right to select from Submitted Media those Media that are deemed to be appropriate for the robertharding and consequently become Accepted Media.

3.5 Determination of Fees and Terms: You grant to us the sole and exclusive right to determine the appropriate fees, as well as applicable terms and conditions of sale, for licensing your Accepted Media.

3.6 Discretion Regarding Legal Action: You agree that RHPL specifically has the sole, exclusive and full right and authority to determine without further permission from you whether, when and how to engage in or settle legal action concerning your Accepted Media including, but not limited to, non-payment of Licensing fee, copyright infringement, and loss or damage. You further agree that, based upon our determination of what is appropriate concerning your Accepted Media, the robertharding has the right to commence litigation in either the robertharding's name or yours or both, as well as to enter into settlement agreements. Any and all recoveries that we may receive as a result of either litigation or settlement agreements will be divided between you and us pursuant to sub-clause 7.1 below after deduction of all relevant attorney's fees, legal expenses and related costs arising from such actions.

3.7 Right to Alter Accepted Media: You grant to the robertharding and its Licensees the right to crop, alter, digitize, or electronically manipulate, retouch or enhance, or otherwise change the size, shape, content or form of any or all of your Accepted Media as may be deemed necessary by RHPL or its Licensees.

3.8 Right to Duplicate, Digitise and Make/Sell Rights to Composites/Derivative Works of Accepted Media: You grant to the robertharding and its Licensees the right to create Duplicates of Accepted Media in all media without restriction, including electronically and digitally, as well as the right to digitise media, create digital composites or derivative works consisting of components taken from any of your Accepted Media and with the further possibility of combining these components with other Contributors' components taken from their Accepted Media. If a customer of the robertharding uses one of your Accepted Media, or a portion thereof, in a digital composite or derivative work and in combination with Accepted Media from other RHPL Contributors, the resulting Share Agreed billed and collected by us will be divided between the various Contributors proportional to the actual amount of usage of their Accepted Media within the digital composite or digital derivative work.

3.9 Right to Use Accepted Media in Marketing: Recognizing that it is in our mutual best interest to promote and draw attention to your Accepted Media wherever possible, you grant to the robertharding and its Authorized Agents the right to use without any attendant charge any of your Accepted Media, or Duplicates of your Accepted Media, in marketing materials or media, advertisements and promotions anywhere in the Territory including, but not limited to, their use in brochures, postcards, direct mail pieces, Internet web sites, and digital greeting cards including social media.

3.10 Right to Publish Accepted Media in Catalogues: Pursuant to sub-clause 10.1 below, you grant to robertharding the right, if we so choose, to use any of your Accepted Media in a catalogue, either in printed or in digital format and to distribute such catalogues to our prospects and customers throughout the Territory. You also grant to us the right to distribute such catalogues to our Authorized Agents and for them to consequently distribute them to their prospects and customers.

3.11 Right to Use Accepted Media in Digital Format: You grant to robertharding the right to digitize and subsequently place any of your Accepted Media on the robertharding's internet website, or any Authorized Agents', Internet web site (pursuant to sub-clause 10.3 below) or in any other digital media.

3.12 Application of Foregoing to Authorized Agents: You agree that all of the foregoing sub-clauses of this section of the Agreement (3.1 through 3.13) shall apply with equal validity to robertharding's Authorized Agents.

3.13 Right to Register/Protect Copyright: You grant robertharding the right, but not the obligation, to register a copyright in your Accepted Media, whether published in a RHPL catalogue or otherwise; however, upon your request we agree to assign to you at no charge any individual copyrights we hold for any Accepted Media. This assignment will not interfere with RHPL's copyright in any catalogues, electronic catalogues, web site or marketing material in which the copyrightassigned Accepted Media was used, and shall not be permitted to interfere with any legal action for which such registration is made. Further, you agree that we are authorized to act on your behalf in all matters relating to your ownership of copyright in the Accepted Media, including in connection with any actual or alleged breaches of copyright or moral rights.

3.14 Waiver of Rights: You hereby waive your rights pursuant to sections 77, 79 and 84 of the Act in relation to the use of any of your Accepted Media as a component of a digital composite media created by robertharding or by any of its Authorised Agents or customers and in relation to the manipulation of any of your Accepted Media by the robertharding or any of its Authorised Agents or customers.

4. Our mutual understanding on how we will work together.

4.1 No Other Agency Allowed: You agree that you will not place, or permit to be placed, any Accepted Media, or any Duplicates or Similars thereof, with any other stock picture library, photo agency, electronic picture network, or any other person or entity engaged in the business of selling, Licensing or otherwise making use of Media.

4.2 No Direct Sales or Conflicting Licenses: You agree that you will not License or sell any Accepted Media, nor any Duplicate or Similar thereof, during the effective term of this Agreement without our prior written permission. Should this Agreement terminate, you agree that you will contact us prior to Licensing or selling any Accepted Media, or any Duplicate or Similar thereof, and that you will not License or sell any Accepted Media, nor any Duplicate or Similar thereof, in any manner that will conflict with reproduction rights that have been, or may be, granted by RHPL under the terms of this Agreement. This provision shall survive the termination of this Agreement.

4.3 No Soliciting of RHPL Customers: You agree not to License, either directly or through another person or picture agency , any of your Media to any customer of robertharding to whom you have been introduced by RHPL, nor to any customer of robertharding to whom we have sold reproduction rights to your Accepted Media.

4.4 Allowable Direct Sales: So long as you do not engage in any actions which are in contradiction to sub-clauses 4.1, 4.2 and 4.3 above, you may License or sell Media other than those which become robertharding's Accepted Media, or Similars thereof, directly to your customers as well as engage in assignment photography for your own accounts during the effective term of this Agreement.

5. Your Content

5.1 Regular Submissions: You understand that RHPL has entered into this Agreement with you because of its confidence in your ability to consistently produce professional-quality, sale-able stock Media and RHPL makes a considerable investment in keywording and distributing your accepted material. You therefore agree that in order to keep your accepted media up to date you will continue to create and submit new Media to robertharding on a regular basis, defined as at least twice during each calendar year that this Agreement is in effect and that such submissions will be in a manner consistent with the submission guidelines provided by RHPL. If you do not regularly submit and have accepted new material RHPL can exercise the right to reduce your agreed share on your previously accepted media. Any new media newly submitted and accepted will be at the same share as stated when you originally digitally accepted this Agreement. You agree to follow our ideas and suggestions with regard to produce Media that are sale-able

5.2 Condition of Submissions: You agree that all of the Media that you submit to robertharding will be excellent, saleable and relevant.

5.3 Submission Standards: You agree to follow all procedures established by robertharding when submitting Media.

5.4 Notification of Conflicting Rights: You shall not submit to robertharding, nor cause to remain in RHPL's possession, any Media, Accepted Media, Duplicates or Similars that have been licensed by you, or any other person or entity, without disclosing to us in writing the existence and terms of such licenses.

5.5 Copyright Information: You agree that you will include a proper copyright notice with each Submitted Media in the following approved format: (c) Year Taken or First Published/Your Name.

5.6 Caption and Release Information: You agree that you will accurately caption all Submitted Media as well as indicate the existence of a model or property release by including "MR" (with the related model release number) and/or "PR" (with the related property release number) directly within our contributor portal. If no such release designation is indicated, RHPL will assume that the media is not released. Upon request, you will deliver to the robertharding a true copy, of the original, of any model or property release indicated to exist including the appropriate Drone permissions and licenses.

5.7 Confidentiality: You acknowledge that, during the course of working with robertharding, certain confidential, copyrighted or marketing information may be disclosed to you; said information may include, but not necessarily be limited to: technical information, computer programs or related information, and business information (including pricing data, sales data and marketing plans). You therefore agree that you will not at any time that this Agreement is in effect, nor after the termination of this Agreement, reproduce, disclose or divulge to any other person any of the aforementioned information and data shared by us with you without RHPL's prior written consent.

5.8 Representations and Warranties Relating to All Submitted Media: You agree that you are making the following representations and warranties with regard to all of your Media submitted to the robertharding on or before the Commencement Date of this Agreement, and that all such representations and warranties shall be fully applicable as well to all Media submitted to the robertharding after the Commencement Date:

  1. You have the full power to make this Agreement;
  2. You have all right, title and interest in the Submitted Media;
  3. You have not previously or otherwise assigned, transferred, or conveyed such right, title and interest in Submitted Media;
  4. You own the copyright in the Submitted Media absolutely and free from encumbrance, and that the exercise by the robertharding of its rights hereunder will not infringe upon any rights owned or possessed by any third party;
  5. All of your Submitted Media are free of liens, encumbrances or other restrictions against use except as specifically stated in writing by you;
  6. There are no outstanding, pending or threatened claims, judgments or litigation by anyone, including the subjects of your Media, related to your Submitted Media;
  7. Your Submitted Media do not and will not defame any third party or violate any third party's right to privacy or publicity;
  8. Your Submitted Media, and any text information indicated within the media, caption or keywords, do not violate any copyright law nor infringe any trademark;
  9. Where necessary, you have obtained necessary model and/or property releases and all Submitted Media contain correct model and/or property release information;
  10. The Submitted Media depict nothing that is either obscene or libelous, and all captions purporting to be facts are true.

6. What robertharding's obligations and warranties are to you.

6.1 Preparation of Accepted Media: RHPL will promptly prepare all of your Accepted Media for inclusion on robertharding's website and distribution to the RHPL channel partners network (Authorised Agents)

6.2 Handling and Preservation: We will take all reasonable care, in keeping with the prevalent conventions generally practiced by the stock picture industry, to protect and preserve your Accepted Media, as well as your Submitted Media.

6.3 Marketing: RHPL will use its best efforts to publicize and promote the resources of robertharding to its prospects and customers, including, but not limited to, the use of advertising, direct mail and RHPL's web site. The robertharding will pay all of the costs of these marketing efforts.

6.4 Licensing: We will make all reasonable efforts to License your Accepted Media and we will endeavor to charge and receive what would generally be acknowledged within the stock picture industry as reasonable fees for such Licensing. We will also take reasonable and appropriate measures to collect all fees charged for the licensing of your Accepted Media including, at our sole discretion, retention of an attorney for the purpose of collecting owed fees.

6.5 Communication with Customers: RHPL will take reasonable steps to inform its clients that your Accepted Media are protected by copyright law and of their liability for loss or damage thereto.

7. How we will pay you for sales of your media

7.1 Percentage of Sales: robertharding will make payments to you which shall be equal to the Share Agreed of the Net Revenue received by the robertharding for the sale of reproduction rights to your Accepted Media, the balance of such proceeds being retained by us. When you wish to be paid you may request a payment anytime after the minimum payment amount of £100 has been reached. If you do not request a payment after 5 years any sums held as sales payments to you shall be deemed additional compensation to robertharding hereunder and shall become the sole property of the robertharding.

7.2 Attempt to Collect: robertharding will use its reasonable efforts to collect all sums payable by its clients in relation to the sales of reproduction rights to your Accepted Media but robertharding shall not be liable to you in respect of any default on the part of any of its clients.

7.3 Schedule of Payments if Not VAT Registered: If you are not VAT registered robertharding will make sales payments to you for sales of reproduction rights to your Accepted Media as stated in 7.1. For the purpose of this sub-clause, a "sale" shall be defined as the actual receipt of payment by the robertharding of a fee for the use of your Accepted Media. Your sales statements will be issued approximately twenty (20) days after the close of each calendar quarter.

7.4 Schedule of Payments if VAT Registered: If you are VAT registered the robertharding will issue a sales statement to you on a monthly basis for sales of reproduction rights to your Accepted Media. You must send us a valid VAT Invoice listing each sales statement. For the purpose of this sub-clause, a "sale" shall be defined as the actual receipt of payment by robertharding of a fee for the use of your Accepted Media. Your sales statements will be issued approximately twenty (20) days after the close of each calendar month.

7.5 Deduction for Cancellation: robertharding may cancel an invoice to a customer, or refund sums to a customer, upon any reasonable basis at RHPL's sole discretion. In such an event, you will not be entitled to any sales payment related to such an invoice. If you have already received a sales payment for such a canceled invoice or refund, you agree that we may deduct such amount from subsequent sales payments due to you.

7.6 Examination of Sales Records: Upon thirty (30) days written advance notice, you will be permitted to inspect on an annual basis (once per calendar year) during our regular business hours the robertharding's records maintained at our London office with respect to amounts received in connection with the selling, licensing or other transfer of your Accepted Media; you will have no right, however, to inspect any other records of RHPL other than those directly related to the sales of reproduction rights to your Accepted Media. Such inspection of your records shall be limited to a reasonable amount of time so as not to unduly interfere with the normal business operations of the robertharding. If such an examination discloses a discrepancy to your detriment between the net amounts collected for sales of reproduction rights of your Accepted Media and the amounts of sales payments actually paid to you, then in such an instance the robertharding shall pay such underpayment to you within thirty (30) days.

7.7 Unable to Make Sales Payments: In the event that we are unable to locate you for a two-year period despite making reasonable attempts to do so, any sums held as sales payments to you shall be deemed additional compensation to robertharding hereunder and shall become the sole property of the robertharding.

8. What happens if your media is lost or damaged.

8.1 No Insurance: You acknowledge that robertharding does not maintain insurance for any loss, damage, or deterioration of its Contributors' Media from any cause whatsoever, including fire, hacking, theft, vandalism, misuse, water and accident and you agree that the robertharding is not liable for any such aforesaid loss, damage or deterioration.

8.2 Maintain Own Insurance: You agree that you will maintain your own full insurance coverage for loss of or damage to your Media, as well as for loss of ongoing income from the Media, from the time they are sent to robertharding and or deleted at the termination of this Agreement.

9. The length of our agreement and how it could be terminated.

9.1 Term: The term of this Agreement shall be five (5) years from the Commencement Date, during which period all Accepted Media will remain with robertharding. Either you or robertharding may terminate this Agreement by sending a written termination notice to the other party not less than ninety (90) days prior to the expiration of the then-current term.

9.2 Automatic Renewal: This Agreement shall automatically renew itself for consecutive five (5) year terms, unless terminated pursuant to sub-clause 9.1 above.

9.3 Validity of Outstanding Licensing Agreements: Any outstanding Licensing agreement between RHPL and any third party concerning Accepted Media in effect at the time of the termination of this Agreement shall not be affected by such termination and shall remain in full force and effect as if this Agreement had not been terminated. Subject to the exceptions noted in sub-clauses 9.4 and 9.5 below, after the date of termination of this Agreement the robertharding will not enter into any new agreements licensing customers to reproduce your Accepted Media and will not enter into any new agreements with any third parties authorizing them to sub-license the reproduction of your Accepted Media.

9.4 Licensing Subsequent to Termination: Notwithstanding the termination of this Agreement, robertharding is authorized to: a) License an Accepted Media to our customers who possess your Accepted Media at the time of termination of this Agreement; b) Re-License Accepted Media to our clients who have previously Licensed your Accepted Media; and c) License your Accepted Media which we have placed in either a print or digital catalogue, or placed on our web site, pursuant to sub-clause 9.5 below and Clause 10 below. In such instances, RHPL is authorized to collect its normal fees, retain its normal sales commission, and remit sales payments to you as if this Agreement had not been terminated.

9.5 Subsequent Licensing of Catalogue and Other Media: The termination of this Agreement shall in no way rescind a) the authority of robertharding's Authorised Agents to license the reproduction of your Accepted Media in accordance with the terms of any agreement made between the Authorised Agents and robertharding prior to the Termination Date and which such authority shall in each case continue for the duration of the agreement made between the relevant Authorised Agent and robertharding; (b) the authority of robertharding and its Authorised Agents to license the reproduction of your Accepted Media which have been published by robertharding or by any of its Authorised Agents prior to the Termination Date in a print catalogue or brochure, or in or other digital catalogue, which such authority shall continue for a period of seven (7) years from the date of first publication of the relevant catalogue, brochure or other digital catalogue; (c) the authority of robertharding and its Authorised Agents to license the reproduction of any of your Accepted Media that have been keyworded and placed on robertharding's web site prior to the Termination Date, which such authority shall continue for the period of 7 (seven) years from the date of keywording.

Each of the three sub-clauses (a) to (c) above is without prejudice to the other two of the said sub-clauses.

9.6 Deletion of Your Accepted Media: Upon the termination of this Agreement robertharding will use all reasonable efforts to delete your Accepted Media as soon as reasonably practical, other than any of your Accepted Media which, as of the date of termination, are a) subject to existing agreements made between the robertharding and its clients or its Authorised Agents or (b) are the subject of continuing negotiations between the robertharding and its clients. You understand and agree that it may take up to one (1) year from the termination date for the deletion of your Accepted Media in our possession, and up to eighteen (18) months to delete your Accepted Media in the possession of robertharding's customers or Authorised Agents.

9.7 Digital Files: We will not return any digital files supplied to us by you and we strongly recommend that you keep copies of said files safely for yourself. Any digital files that the robertharding has produced and has in its possession will be deleted after termination and after the continuing authority granted to us by the sub-clauses 9.3, 9.4 and 9.5 has expired

9.8 Survival: All of the representations, warranties, indemnification and disclaimer provisions of this Agreement shall survive its termination.

10. How we might use your media to promote sales.

10.1 Licensing of Accepted Media: RHPL, at its sole discretion, may include one or more of your Accepted Media in print and/or digital catalogues. Print catalogue Accepted Media may also be included in a corresponding digital catalogue. Notwithstanding any termination of this Agreement, or anything to the contrary in this Agreement, robertharding may retain and License under the terms described herein, and shall remain the exclusive agent for your Accepted Media that have been included in print and/or digital catalogues for the longer of a) seven (7) years from the date of publication of the print and/or digital catalogue, or b) the period during which the print and/or digital catalogue remains in publication. All of your Accepted Media included in a print and/or digital catalogue shall be available for exclusive Licensing throughout the Territory.

10.2 Notification of Inclusion: If practical, RHPL will attempt to notify you that an Accepted Media has been selected for inclusion in a print and/or digital catalogue at least sixty (60) days prior to the catalogue's publication date. If for any reason you do not want your Accepted Media to be included in the print and/or digital catalogue, or if there are any conflicts that you are aware of that would preclude inclusion of your Accepted Media, you agree that you will so notify the robertharding in writing within ten (10) days of receipt of RHPL's notification. If you do not so notify robertharding, or if we are unable to contact you despite our reasonable efforts, RHPL may include the Accepted Media in the print and/or digital catalogue at its sole discretion under the terms described herein.

10.3 Licensing of Web Site Accepted Media: RHPL will, at its sole discretion, include one or more of your Accepted Media on its Internet web site. Notwithstanding any termination of this Agreement, or anything to the contrary in this Agreement, robertharding may retain and License under the terms described herein your Accepted Media that have been included on robertharding's web site for the longer of: a) a maximum period of seven (7) years from the date of keywording by us, or b) seven (7) years from the date upon which the Accepted Media were placed on our Web site. All of your Accepted Media included on our web site shall be available for exclusive Licensing throughout the Territory.

11. How we can protect each other.

You agree to indemnify and hold harmless robertharding from any and all losses, liabilities, damages, claims, demands, costs, obligations, and expenses (including interest, penalties, reasonable attorney's fees, expenses and costs) incurred by robertharding, and of its Authorized Agents, customers, or third parties resulting from, arising from or relating to the breach of any of your obligations, representations or warranties in this Agreement including, but not limited to, claims arising from ownership, usage, breach of contract, breach of Licensing Agreement, copyright or trademark infringement, erroneous caption, model or property release, right of privacy or publicity, defamation, or claims of prior use or publication. We may, at our option, recover any amounts due under this indemnification by deducting same from sums payable to you.

12. Miscellaneous Terms.

12.1 Entire Agreement: This Agreement represents the entire agreement between robertharding and you and shall apply to all Media previously submitted to RHPL pursuant to any previous Agreement between us, as well as to Media hereafter submitted to the robertharding by you. Amendments, modifications or changes to this Agreement are not effective unless agreed in writing by both parties.

12.2 Limitations on Assignment: You agree that you will not assign this Agreement without our prior written consent.

12.3 Personal Service Agreement: Except as may otherwise be provided herein, this Agreement shall be contractually binding upon both robertharding and you, and shall inure to the benefit of the respective heirs, executors, administrators, successors and assigns of each of the parties hereto. You acknowledge that this is an Agreement for personal services, not an employment agreement, and that RHPL is acting in the capacity of an independently retained agent for you, and that you retain the status of an independent contractor. You also acknowledge that you are responsible for paying all taxes due on sums paid to you by the robertharding.

12.4 Change of Address and Notices: We agree to inform each other in writing of any changes of address for the purposes of this Agreement. In the event you fail to notify RHPL of a change in your address, we will not be responsible for any consequences of your failure to receive notice or payment from robertharding. A notice to you will be deemed received if it is sent to your then-current address in RHPL's records.

12.5 Media Remain Your Property: All the Media submitted to robertharding by you are and remain your property and cannot be construed as assets of robertharding in the event of bankruptcy.

12.6 Governing Law: This Agreement shall be construed in accordance with and governed by the laws of England and both you and robertharding submit, for all purposes in connection with this Agreement, to the non-exclusive jurisdiction of the English Courts.

12.7 Invalid or Unenforceable Provision: Any partial or complete invalidity or unenforceable part of any provision of this Agreement shall not modify or affect any other clause, sub-clause or provision.

12.8 Labels: The labels and numbers of the sub-clauses in this Agreement are for convenience of reference only and shall not amend, modify or construe any clause, sub-clause or provision of this Agreement.

12.9 Death or Disability: In the event of your death, or if you become disabled or incompetent while this Agreement is in effect, robertharding shall have the right to continue Licensing your Accepted Media under the terms and conditions of this Agreement. In the event of your death, your estate shall be bound by the terms of this Agreement and we will send all payments that would have otherwise accrued to you to your estate or personal representative, upon proper legal notification.

12.10 Prior Agreements: If any of the provisions of this Agreement conflict with the provisions of any other agreement made between you and robertharding prior to the Commencement Date of this Agreement then the terms and conditions of this Agreement shall prevail.

12.11 Authority: Each party (you and robertharding) represent and warrant that it has the right, power and authority to enter into this Agreement, that the Agreement has been duly executed and delivered, that it is valid, legal and binding, and that it is not in conflict with or in violation of any other agreement, or any party's certificate of incorporation, organizational documents or bylaws. No trade, custom, or usage shall affect this Agreement or the terms and conditions of it.

12.12 Legal acceptance of this Agreement: You acknowledge and accept that by registering on our portal and submitting Media you are accepting the terms and conditions of this Agreement. If you have a previous contractual relationship with robertharding either in paper contract form or online this contract supersedes any other contracts.

 
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