Brian Virts
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 p.1 #1 · Client contract rewrite! | |
So, I met a client last week. It's a pretty large, profitable situation, but they are rewriting my contract! Which in the past has always been an immediate deal-breaker for me. I'm looking for feedback from the forum to see how you would handle this. Right now, I'm pretty much going to tell them I've booked the date. Below is their email to me this morning. Thoughts? Thanks!!!
Brian,
Hi. It was a great pleasure to meet you in person. We are very excited to have you as a photographer. We can’t wait till to see your lovely photos of our daughter’s wedding.
As I had stated to you at the meeting, most important aspects in the agreement/contract is the provision for privacy. After studying your contract, I've taken the liberty of asking some suggestions/revisions/additions/improvements. I have listed them below.
A. Please include the identification-infos with address, phone number, email, etc. of “Brian Virts Photography” within the contract. Is “Brian Virts Photography” a company (Inc., LLC, etc.)? Otherwise, change the first sentence of “1. ENTIRE AGREEMENT...” to “1. ENTIRE AGREEMENT: This agreement contains the entire understanding between Brian Virts, known as “Brian Virts Photography” and THE CLIENT whose signature(s) appear on this contract...”
B. The fee (“the wedding photography package”) should be paid in three installments. First payment is “Reservation Deposit of $500.00”; the second payment of $1000.00 is due on the wedding date; the final third payment of $1000.00 is on a later pre-arranged date when digital files of photographs are turned over to THE CLIENT.
C. As I discussed during our meeting at Cafe Nola, the provision for “privacy” is very important. I was very happy to find out that you have no intention to sell the wedding photos or to use for commercial purpose other than the promotional purpose; in this case, it is much simpler to transfer the copyright ownership to the CLIENT in order to prevent any usage that can be harmful to the CLIENT. Accordingly, I changed the section 10 as below:
10. The photographs, digital negatives or prints produced by Brian Virts Photography are protected by Copyright Law (all rights reserved). Upon the final third payment by THE CLIENT, the full copyright ownership of all images will be transferred to THE CLIENT. If Brian Virts Photography desires to use the images for any purpose, a permission must be obtained from the client.
Please remove the section 12 due to “privacy concern”.
D. Section 20, 21, 22 and 24 contains subjective/ambiguous/possibly confusing terms such as “other emergencies”, “conditions beyond its control”, etc. These are subjective/unclear and can create unforseen disputes. Every individual interprets the same situation differently. I know of one photographer who was pregnant at near term during a wedding event; I am sure that clients appreciated her. What if a photographer does not shown up due to a personal relationship crisis/event? It would be much simpler/easier to include a method of resolving potential conflicts in the contract. Such method is an arbitration. With the arbitration clause, no one will be capitalizing on an unfair advantage.
Sections 20, 21, and 22 should be replaced with.
Arbitration:
Any dispute arising under or in any way related to this agreement shall be submitted to binding arbitration by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration shall be conducted in the state of Maryland. The arbitration shall be binding on the parties and the arbitration award may be confirmed by any court of competent jurisdiction.
E. The section 28 is vague/not clearly defined/excessively broad.
For a hypothetical example, what if someone from Brian Virts Photography falls and gets injured, Client cannot assume the liability for other’s fault. What if someone at the Musket Ridge destroys your expensive equipment? These are within a domain of liability insurance; this is why businesses such as Brian Virts Photography and Musket Ridge have business/professional liability insurances.
Although the clause of arbitration would also clarify above potential situations, I am willing to include a narrower indemnification clause. The section 28 should be replaced with
Indemnification:
THE CLIENT shall indemnify and hold harmless Photographer from any loss, damage or liability resulting from THE CLIENT’s violation of the terms of this Agreement or any agreement involving The Client and the Photographer.
If you agree with me, please let me know. We can sign an amended contract and put the reservation deposit to you as soon as possible, hopefully by the end of this week. Can you also send me a text file of your contract in order for me to incorporate amendments?
Thank you for your kind consideration.
Best regards,
_______
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