Help with reading a contract

Tigran wrote in post #9661674
joosay -- I am a lawyer, and I would tell a client coming to me with this agreement NOT to sign. This contract seems to have been prepared by a non-lawyer -- ie looks like something that may have been pulled off the net and modified to suit their purpose. But they did a poor job of modifying it, which leaves open more questions than it answers. A well draft contract should not leave anything subject to different interpretations, and this one does.

For example -- you are granting them a worldwide territory. And in Section III -- Exclusive Distributor -- to me, that means that only they have the right to sell (ie "distribute") your pictures during the term of the agreement. I also question why they are named a "distributor", you said they deal in red carpet and other celebrity events. Are they hiring /sending you to shoot these events or are you sending them pictures of event you shoot? If the former I would only give them exclusive rights to events they send you to. If the latter, I would not give them an exclusive right to distribute your pictures.

The real problem here is if you grant them an exclusive right to sell your pictures (meaning during the term of the agreement not even you can sell pictures to anyone else) and they do not really market your photographs, you are stuck. There isn’t even a termination clause in case things are not working out and you want to terminate the agreement. The only termination provision is that you need to give notice at least 3 months before the end of the term (or the automatically renewed term) in the event you want to terminate the agreement.

Also, I don’t know where you live, but if there is a dispute between them and you, you will have to sue them in court in the Netherland under the laws of the Netherlands. The will be difficult and expensive for you.
In short, this agreement is a piece of junk. It looks like they pulled a products (ie goods sold in a store) type of agreement off the net and tried to change it to suit their needs, but they did a bad job of it. Photographs are copyrighted not trademarked or trade secrets – this was one clue for me. As has been pointed out, you should get an attorney (where you live) to help you get a proper form of agreement. Or find a better form that fits what you are trying to do – but do NOT give an exclusive, worldwide right to sell your photographs. The right should be an Non-exclusive right granted in a limited territory (or it can be worldwide as long as it’s non-exclusive and they have the chops to sell your pictures). Good luck.