ashleymcnamara
22nd of January 2007 (Mon), 21:13
I was approached to take some pictures for Suicide Girls...Great exposure right? Possibly great pay right? NOPE, NOT EVEN CLOSE! I was asked to sign the following contract and the more I read the more irritated I got. I am NOT signing this contract. What do you think?
http://suicidegirls.com/media/models/downloads/creative_agreement.pdf
INTELLECTUAL PROPERTY ASSIGNMENT – 7-5-06
INTELLECTUAL PROPERTY ASSIGNMENT
This Intellectual Property Assignment (this “Assignment”) is entered into as of
________________, 2006 by and between SG Services, Inc. (“SG”) and
____________________________ (“Photographer”). WHEREAS, Photographer shot and owns certain
photos identified in Section 1 below and Photographer has agreed to assign all rights, title, and interest in
and to such photos to SG. NOW, THEREFORE, in consideration of the terms and the mutual promises
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, SG and Photographer hereby agree as follows:
1. Photos. Photographer shot and owns the following photos:
Number of photos in photoset: _______
Description of photoset: __________________________________________________ _______
Full name of model(s) appearing in photoset: ________________________________________
Date photos were submitted to SG:________________________
The above photos shall be referred to herein as the “Photos”.
2. Assignment. Without reservation or limitation, Photographer hereby irrevocably transfers, sells,
assigns, delivers and conveys to SG all rights, title and interest in and to the Photos as of the moment of
the Photos creation and all rights, title and interest in and to the Photos in any format (e.g., paper or
electronic) and all corresponding negatives or other component parts, whether or not delivered to SG.
Photographer also grants SG a worldwide, perpetual, royalty-free, irrevocable, fully paid up right and
license to use Photographer’s name in connection with any Photos. No rights of any kind are reserved to
or by Photographer or shall revert to Photographer who expressly waives any rights of attribution or
integrity.
3. Consideration. Subject to Photographer’s fulfillment of Photographer’s obligations herein, SG
shall provide Photographer with a free three (3) month membership to the SG website upon the full
execution of this Assignment.
4. Representations and Warranties. Photographer represents and warrants that: (i) Photographer
solely created the Photos; (ii) Photographer has good and valid title to the Photos, free and clear of all
liens, claims, charges, claims of co-ownership, claims of infringement, restrictions and encumbrances; (iii)
all clearances, releases, permits and consents necessary for SG’s use of the Photos have been obtained
and that the use of any Photos does not (and will not) infringe, misappropriate or otherwise violate the
rights of any person or entity; (iv) that Photographer has (and will) complied with all applicable
international, federal, state, and local laws, regulations and rules (including, without limitation, obtaining
and retaining such documentation from any person depicted in any Photos as is required by such laws,
rules or regulations to verify such person’s identity, age and consent to be included in the Photos) and
that all Photos comply with such laws, rules and regulations.
5. Confidentiality. Without prior written consent of SG, except to the extent required by an order of a
court having competent jurisdiction, or under subpoena from a governmental body or agency,
Photographer shall not disclose any trade secrets, proprietary information, customer lists, information
regarding product development, marketing plans, financial records, or other financial, commercial,
business, or technical information or records relating to SG, including but not limited to the terms of this
Assignment (collectively, “Confidential Information”), to any third person, unless such Confidential
Information has been previously disclosed to the public by SG or is in the public domain (other than by
reason of Photographer’s breach of this Assignment or by a third party’s violation of its obligation of
confidentiality).
7. Indemnity. Photographer shall indemnify and hold harmless SG and its affiliates, employees,
officers, directors, shareholders, licensees and agents from and against any damages, losses, costs,
INTELLECTUAL PROPERTY ASSIGNMENT – 7-5-06
liabilities and/or expenses (including attorneys’ fees) which SG or such other party may incur as the result
of any demand, claim, suit, action or proceeding made or brought against SG or such other party and
based directly or indirectly on: (i) any Photos; (ii) the acts or omissions of Photographer; or (iii)
Photographer’s breach of this Assignment.
8. Non-Competition. Photographer agrees that for two (2) years after the full execution of this
Assignment, Photographer will not directly or indirectly: (i) sell or otherwise provide Internet, photographic,
video, film, audio, text, design, artistic or other creative content to any “SG Competitor”; or (ii) own, manage,
operate, join, control, finance or participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, member, principal, agent, representative,
consultant or otherwise, to any “SG Competitor”. “SG Competitor” means any person, entity or organization
other than SG that competes with SG, including but not limited to any person, entity or organization that
creates, develops, manufactures, produces, distributes, markets, licenses or sells events, products or
services that compete with SG.
9. Non-Solicitation. Photographer agrees that for two (2) years after the full execution of this
Assignment, Photographer will not hire (as an employee, agent or consultant) any employee, advisor or
consultant of SG or directly or indirectly seek to persuade any employee, advisor or consultant of SG to
discontinue his or her relationship with SG or to become involved with any business which is a SG
Competitor, nor will Photographer assist anyone else to engage in any of the foregoing.
10. MISCELLANEOUS. Photographer is an an independent contractor and nothing contained in this
Assignment shall be construed to establish an employer/employee, partnership, agency or a joint venture
relationship between Photographer and SG. Photographer shall acquire no right to use, and shall not use
without SG’s express prior written consent, any SG intellectual property. For two (2) years after the full
execution of this Assignment, Photographer agrees not to disparage SG in any manner. This Assignment
shall be binding upon and shall inure to the benefit of the parties to this Assignment and their respective
successors and assigns and constitutes the entire agreement between the parties and supersedes all
prior and contemporaneous negotiations and agreements regarding the subject matter in the Assignment.
No amendment to or modification of this Assignment will be valid and binding unless in writing signed by
both parties. This Assignment shall be governed by and construed under the laws of the State of Oregon
and the parties hereby consent to the exclusive jurisdiction of and venue in the courts sitting in Portland,
Oregon.
The parties have executed this Assignment to be effective as of the date first written above.
AT THE TIME THAT PHOTOGRAPHER SIGNS THIS ASSIGNMENT,
PHOTOGRAPHER AGREES THAT PHOTOGRAPHER IS EIGHTEEN (18) YEARS OF
AGE OR OLDER.
“Photographer” “SG”
By: ______________________________ By: ____________________________
Name: ___________________________ Name:__________________________
Date: ____________________________ Title:___________________________
Date: ___________________________
http://suicidegirls.com/media/models/downloads/creative_agreement.pdf
INTELLECTUAL PROPERTY ASSIGNMENT – 7-5-06
INTELLECTUAL PROPERTY ASSIGNMENT
This Intellectual Property Assignment (this “Assignment”) is entered into as of
________________, 2006 by and between SG Services, Inc. (“SG”) and
____________________________ (“Photographer”). WHEREAS, Photographer shot and owns certain
photos identified in Section 1 below and Photographer has agreed to assign all rights, title, and interest in
and to such photos to SG. NOW, THEREFORE, in consideration of the terms and the mutual promises
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, SG and Photographer hereby agree as follows:
1. Photos. Photographer shot and owns the following photos:
Number of photos in photoset: _______
Description of photoset: __________________________________________________ _______
Full name of model(s) appearing in photoset: ________________________________________
Date photos were submitted to SG:________________________
The above photos shall be referred to herein as the “Photos”.
2. Assignment. Without reservation or limitation, Photographer hereby irrevocably transfers, sells,
assigns, delivers and conveys to SG all rights, title and interest in and to the Photos as of the moment of
the Photos creation and all rights, title and interest in and to the Photos in any format (e.g., paper or
electronic) and all corresponding negatives or other component parts, whether or not delivered to SG.
Photographer also grants SG a worldwide, perpetual, royalty-free, irrevocable, fully paid up right and
license to use Photographer’s name in connection with any Photos. No rights of any kind are reserved to
or by Photographer or shall revert to Photographer who expressly waives any rights of attribution or
integrity.
3. Consideration. Subject to Photographer’s fulfillment of Photographer’s obligations herein, SG
shall provide Photographer with a free three (3) month membership to the SG website upon the full
execution of this Assignment.
4. Representations and Warranties. Photographer represents and warrants that: (i) Photographer
solely created the Photos; (ii) Photographer has good and valid title to the Photos, free and clear of all
liens, claims, charges, claims of co-ownership, claims of infringement, restrictions and encumbrances; (iii)
all clearances, releases, permits and consents necessary for SG’s use of the Photos have been obtained
and that the use of any Photos does not (and will not) infringe, misappropriate or otherwise violate the
rights of any person or entity; (iv) that Photographer has (and will) complied with all applicable
international, federal, state, and local laws, regulations and rules (including, without limitation, obtaining
and retaining such documentation from any person depicted in any Photos as is required by such laws,
rules or regulations to verify such person’s identity, age and consent to be included in the Photos) and
that all Photos comply with such laws, rules and regulations.
5. Confidentiality. Without prior written consent of SG, except to the extent required by an order of a
court having competent jurisdiction, or under subpoena from a governmental body or agency,
Photographer shall not disclose any trade secrets, proprietary information, customer lists, information
regarding product development, marketing plans, financial records, or other financial, commercial,
business, or technical information or records relating to SG, including but not limited to the terms of this
Assignment (collectively, “Confidential Information”), to any third person, unless such Confidential
Information has been previously disclosed to the public by SG or is in the public domain (other than by
reason of Photographer’s breach of this Assignment or by a third party’s violation of its obligation of
confidentiality).
7. Indemnity. Photographer shall indemnify and hold harmless SG and its affiliates, employees,
officers, directors, shareholders, licensees and agents from and against any damages, losses, costs,
INTELLECTUAL PROPERTY ASSIGNMENT – 7-5-06
liabilities and/or expenses (including attorneys’ fees) which SG or such other party may incur as the result
of any demand, claim, suit, action or proceeding made or brought against SG or such other party and
based directly or indirectly on: (i) any Photos; (ii) the acts or omissions of Photographer; or (iii)
Photographer’s breach of this Assignment.
8. Non-Competition. Photographer agrees that for two (2) years after the full execution of this
Assignment, Photographer will not directly or indirectly: (i) sell or otherwise provide Internet, photographic,
video, film, audio, text, design, artistic or other creative content to any “SG Competitor”; or (ii) own, manage,
operate, join, control, finance or participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, member, principal, agent, representative,
consultant or otherwise, to any “SG Competitor”. “SG Competitor” means any person, entity or organization
other than SG that competes with SG, including but not limited to any person, entity or organization that
creates, develops, manufactures, produces, distributes, markets, licenses or sells events, products or
services that compete with SG.
9. Non-Solicitation. Photographer agrees that for two (2) years after the full execution of this
Assignment, Photographer will not hire (as an employee, agent or consultant) any employee, advisor or
consultant of SG or directly or indirectly seek to persuade any employee, advisor or consultant of SG to
discontinue his or her relationship with SG or to become involved with any business which is a SG
Competitor, nor will Photographer assist anyone else to engage in any of the foregoing.
10. MISCELLANEOUS. Photographer is an an independent contractor and nothing contained in this
Assignment shall be construed to establish an employer/employee, partnership, agency or a joint venture
relationship between Photographer and SG. Photographer shall acquire no right to use, and shall not use
without SG’s express prior written consent, any SG intellectual property. For two (2) years after the full
execution of this Assignment, Photographer agrees not to disparage SG in any manner. This Assignment
shall be binding upon and shall inure to the benefit of the parties to this Assignment and their respective
successors and assigns and constitutes the entire agreement between the parties and supersedes all
prior and contemporaneous negotiations and agreements regarding the subject matter in the Assignment.
No amendment to or modification of this Assignment will be valid and binding unless in writing signed by
both parties. This Assignment shall be governed by and construed under the laws of the State of Oregon
and the parties hereby consent to the exclusive jurisdiction of and venue in the courts sitting in Portland,
Oregon.
The parties have executed this Assignment to be effective as of the date first written above.
AT THE TIME THAT PHOTOGRAPHER SIGNS THIS ASSIGNMENT,
PHOTOGRAPHER AGREES THAT PHOTOGRAPHER IS EIGHTEEN (18) YEARS OF
AGE OR OLDER.
“Photographer” “SG”
By: ______________________________ By: ____________________________
Name: ___________________________ Name:__________________________
Date: ____________________________ Title:___________________________
Date: ___________________________