A.     Definitions:  “Photographer” refers to NOEL DAVIS.  “Client” refers to the commissioning party or company named above, its representatives, successors, assigns, agents and affiliates.

B.     Payment:  FULL PAYMENT MUST BE RECEIVED BY PHOTOGRAPHER PRIOR TO PUBLICATION.  ANY USE PRIOR TO PAYMENT SHALL BE CONSIDERED AN UNAUTHORIZED USE.

C.     Grant of Rights: Grant of reproduction rights hereunder is conditioned upon Client’s written acceptance of each term set forth in this agreement, including but not limited to, payment in full by Client and placing of the copyright notice on each of the Photographer’s work.  All rights not expressly licensed to Client in writing remain the exclusive property of the Photographer unless otherwise stated above, duration of license is six times the periodicity of the publication or ninety (90) days, whichever comes first.

D.     Destruction of Digital Files & Return of Media: Client agrees to destroy all digital files within one week of reproduction.  If the files were sent on digital media, all such material must be returned in undamaged condition within thirty (30) days of receipt.

E.      Copyright Protection/Credit Line:  For Editorial use, credit line in the form of “Copyright mark<<Year-date of job>><<PHOTOGRAPHER>> in type no smaller than that of related text must appear adjacent to or within the photograph(s) or fee is tripled; Client acknowledges that such a triple fee is fair and reasonable for photographer’s loss of recognition and lack of copyright protection resulting from lack of, or improper, copyright notice/credit line.

F.      Indemnity:  Client hereby indemnifies and holds Photographer harmless against any and all liabilities, claims, and expenses, including reasonable attorney’s fees, arising from Client’s use of Photographer’s work.  Client assumes insurer’s liability (a) to indemnify Photographer for all loss, damage, or misuse of any photographs: and (b) to return all photographs prepaid, fully insured, undamaged, by bonded messenger or overnight delivery.

G.     Loss or Damage: The parties acknowledges that it is difficult if not impossible to determine the exact value of each photograph subject to this agreement because of the duration of copyright protection and its present and potential value.  Therefore, the parties have agreed that the reasonable value for loss or damage of each photograph is a sum no less than the amount indicated on the first page of this agreement.  Client further acknowledges that its acceptance of this liquidated damage amount is a material consideration for Photographer agreeing to deliver to Client the photographs subject to this agreement.  In the event that Client infringes on Photographer’s copyright in and to the works delivered herewith, then Photographer shall be entitled to obtain immediate injunctive relief to prevent further infringement and that Photographer shall not be required to post a bond to obtain injunctive relief, or if a bond is not waiver able, such bond shall not exceed One Hundred Dollars ($100.00).  Photographer shall be entitled to recover the greater of Photographer’s actual damages, or statutory damages in sum not to exceed Twenty Thousand Dollars ($20,000.00), in cases of non-willful infringement.  In each instance, Photographer shall be entitled to recover reasonable attorney’s fees incurred and related costs in enforcing Photographer’s rights under the United States Copyright Act, and under each federal or ancillary state law under which Photographer is awarded or granted damages.

H.     Alternations:  Client will not make or permit any alterations, additions, or subtractions in respect of the photographs, including without limitation any digitalization or synthesizing of the photographs, alone or with any other means now or hereafter known.

I.        Default:  In the event of non-payment or other breach of this Agreement by Client, Client shall pay all of Photographer’s cost and expenses incurred in connection with enforcement of the terms of this agreement, including Photographer’s reasonable attorney’s fees.

J.       Releases:  Photographer is not responsible for obtaining model, property or other releases in connection with any of the photographs licensed herein unless specifically stated herein.

K.    Copies:  Client shall provide to Photographer five (5) copies of each use of the photographs no later than the date of first publication.

L.      Miscellaneous:  Client may not assign or transfer this license.  No alternations may be made in any of these provisions without express written consent of the Photographer.

M.   Governing Law: This agreement incorporates by reference Articles II and III of the Uniform Commercial Code now in existence, in the State of  <<STATE>>, and the Copyright Act of 1976 as amended.  This agreement shall be deemed to be a contract made under the laws of the United States of America and the State of <<STATE>> and for all purposes shall be interpreted in its entirety in accordance with these laws.  Client specifically and irrevocably confers personal jurisdiction over it by the courts of the State of <<STATE>>.  Client specifically and irrevocably confers personal jurisdiction over it by the courts of the State of <<STATE>> or the United States District Court for the District of the State of <<STATE>>.  Client specifically waives all rights to contest each court proceeding on the grounds of personal jurisdiction, venue and forum non-convenience.  In the event of any award of judgement in favor of Photographer, or any settlement between Photographer and Client, arising from effecting and protecting Photographer’s rights and benefits hereunder and/or any aspect of this agreement, Client shall pay all costs and expenses incurred by Photographer and/or Photographer’s legal counsel related thereto, including, but not limited to, reasonable legal fees, arbitration and courts costs, associated expenses, and legal interest on such award, judgement, or settlement.

N            (Website agreement) Any and all photograph images that appear on noels nu images are copy right protected and may be used for advertisement purposes in good faith.