Detailing Understandable Rights Packages - Editorial Covers

Consider this - You're called to shoot a magazine cover. Your marketing paid off, and you have fees and expenses that fit the clients' budget, and are fair to you.

How do you define your rights package so you and the client understand it. Simple. Speak the same language. Use PLUS. (Check it out - it's free for you as a photographer to use!)

Here are a few ways you could define your contract:

In their "PLUS Packs" category, they have a package of rights for the cover. It is:

Periodical Cover - One Issue (PPCO)
Use on the cover of a magazine, newspaper or journal. Applies to a single printed issue of a periodical. Includes distribution of same issue on publisher's website. Allows reproduction of cover for promotional purposes.

You define the following:

Duration, PLUS Region, Region Constraints, End User, Product or Service Name, License Start Date

So, your license might read:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine cover. Rights granted are: Periodical Cover - One Issue (PLUS PACK:PPCO), beginning October 1, 2007 in the United States, for ZYQ Magazine.

(Continued after the Jump)

In addition to that information being on the front of your contract, under a field like "Description of Assignment and Rights Licensed", you would want to include that text into the metadata of the image you are sending them. While future metadata templates and fields will make this process easier, for now, It could well look like this (click to see larger):


Here's a screen grab of my contract for an assignment I shot last week:


In the rare case that your publication is akin to People, and People En Espagnol, your license should then include a language specification, and could then read:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine cover. Rights granted are: Periodical Cover - One Issue (PLUS PACK:PPCO), beginning October 1, 2007 in the United States, English language only, for ZYQ Magazine.

Suppose though, that you're assignment is for the inside of the magazine? PLUS PACK PPIO works for you:

Periodical Interior - One Issue (PPIO)

Use on an interior page of a magazine, newspaper or journal. Applies to a single printed issue of a periodical. Includes distribution of same issue on publisher's website. Allows reproduction of page for promotional purposes.

You define the following:

Duration, PLUS Region, Region Constraints, End User, Product or Service Name, License Start Date

So, your license could then read:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine interior story. Rights granted are: Periodical Interior - One Issue (PLUS PACK:PPIO), beginning October 1, 2007 in the United States, for ZYQ Magazine.

What if you're client's not familiar with the PLUS glossary? You could include the cross-industry accepted definition as well:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine cover. Rights granted are: Periodical Cover - One Issue (PLUS PACK:PPCO), beginning October 1, 2007 in the United States, for ZYQ Magazine. PLUS Pack PPCO is defined as: "Use on the cover of a magazine, newspaper or journal. Applies to a single printed issue of a periodical. Includes distribution of same issue on publisher's website. Allows reproduction of cover for promotional purposes." For more information, visit USPLUS.com.

This additional information, whether this license, or the one below, could make it more undertandable.

Suppose though, that your client is insisting that reprint rights (i.e. being able to reprint the cover story to sell to the subject of the story for their own promotional purposes) be included? After you've determined the additional fee that should apply to this extension of the rights being granted, then try then "PLUS (Rights Ready) Packs". There, you'll find:

Editorial Front Cover (PREC)
Use on the front cover of a magazine, newspaper, book or other printed material not intended for commercial or promotional purposes. Use applies to a single issue or edition and all reprints or printed versions of the original use. Image may only be used on the front cover of the publication.

you then define:

Duration, PLUS Region, Region Constraints, End User, Product or Service Name, License Start Date

So, your assignment description on your contract would read:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine cover. Rights granted are: Editorial Front Cover (PLUS PACK:PREC), beginning October 1, 2007 in the United States, for ZYQ Magazine.

Or, if the definition needed to be included as we did above:

Produce one portrait of {subject} on September 1, 2007, for ZYQ Magazine cover. Rights granted are: Editorial Front Cover (PLUS PACK:PREC), beginning October 1, 2007 in the United States, for ZYQ Magazine. PLUS Pack PREC is defined as: "Use on the front cover of a magazine, newspaper, book or other printed material not intended for commercial or promotional purposes. Use applies to a single issue or edition and all reprints or printed versions of the original use. Image may only be used on the front cover of the publication." For more information, visit USPLUS.com.

Here's how it looked for an assignment from two months ago for a smaller circulation trade publication:


By being specific about your rights packages, it makes it so much clearer for everyone to understand, and fewer clients will be demanding "all rights" deals, when you've given them what they need, and they pay for those needs.

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Primer & Refresher: Terms & Conditions: TERM 2

Term #2: "2. FEES, CHARGES AND ADVANCES: Client and Client’s representatives are jointly and severally responsible for full payment of all fees, charges and advances. The rights licensed, fees, charges and advances set forth in this Agreement apply only to the original specification of the Services. Additional fees and charges shall be paid by Client for any subsequent changes, additions or variations requested by Client. All advance payments are due prior to production."

"FEES" - Fees are typically your photographic fees, your pre- and post-production fees, travel fees, and so on.

"CHARGES" - Just another way of specifying what your client is paying for, but could include monies owed for services rendered in production of props, shopping, and so on.

"ADVANCES" - You want money up front, you say? Damn straight! There are countless times where a client you're working for must advance you monies, and you should do so. Large travel expenses, charges to secure expensive props or services, and so on. There are countless different types of expenses that the client should be paying for, up front. You ARE NOT their lender or bank, and should not be floating major expenses on their behalf.

"Client and Client’s representatives" - This means that if your client is an ad agency, PR firm, or is otherwise a representative or agent of their end client, that not only is the firm/agency responsible, but so too is their end client.

"jointly and severally responsible" - This is a legal phrase, which specifies that a multiple parties have the responsibility to share the liability and obligation together, and that no party may put off the obligations or responsibilities on any other.

" for full payment of all fees, charges and advances." - This means that after paying you just a portion, they have not absolved themselves of responsibility for the other amounts due. Further, that one party (where there are two) may not pay just 50% and say "I paid you my half, so I don't owe you anymore and I can use your photos..." or any other similar claim. The emphasis is on the word "full", and that it applies to "all" of the different monies owed.

"The rights licensed, fees, charges and advances set forth in this Agreement apply only to the original specification of the Services." - This means that when the client specifies that they want three setups instead of two, or a portion of the work done the next day, that these items thus fall outside of the "original specification" that is "set forth in this Agreement" (note the capitalization of "Agreement", that's important, as it refers to this document in total, and not some seperate or partial or other agreement that is unnamed or unspecified.


"Additional fees and charges shall be paid by Client for any subsequent changes, additions or variations requested by Client." - This specifies that you'll have to pay more for "changes, additions or variations" which can be as major as "we're shooting in Cancun instead of the local beach", or as simple as "we're not photographing two people in a group, it's now a group of four." When these changes take place, you should have on hand a "change order" to accomidate the "variations requested by Client."

"All advance payments are due prior to production." - In other words, advance payments must be made before you're to start any work -- which of course seems obvious, but, it could be said that an advance is due before final delivery, before travel commences but after pre-production, and so on. If there's a way to parse a term in an Agreement to the client's favor, you can be assured that they will exercise that opportunity. As such, it's important to set forth as many things as possible.

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Primer & Refresher: Terms & Conditions: TERM 1

This Term lays out several definitions of words that will be used in the contract. Why is this necessary? Because lawyers love to debate (usually in court, often in settlement agreements) EXACTLY what was meant by a term, who was included (or not included) as a licensee, and such. This helps set forth what things mean.

Below first is the entire term, and then it's broken down piece by piece.

Term #1: "1. DEFINITIONS: This Agreement is by and between John Harrington Photography (“Licensor”) and (“Client”) which includes Client’s representatives . Licensor’s relationship with Client is that of an independent contractor. “Image(s)” means the visual and/or other forms of materials or digital information supplied by Licensor to Client. Licensor is the sole creator of the Image(s). The Image(s) are Licensor’s interpretation, rather than a literal copy of any concepts or layouts provided to Licensor by Client. “Service(s)” means the photography and/or related digital or other services described on the front of this Agreement that Client is specifically commissioning Licensor to perform pursuant to this Agreement. “Transmit” or “Transmission” means distribution by any device or process whereby a copy of an Image is fixed beyond the place from which it was sent. “Copyright Management Information” means the name and other identifying information of Licensor, terms and conditions for uses of the Images, and such other information that Licensor may prescribe."

Here's the breakdown:

"This Agreement" - Meaning this one specifically. Seperate and distinct from other proposed agreements that the other party (or parties) may have offered.

"is by" - Means John Harrington Photography wrote and proposed the Agreement.

"John Harrington Photography (“Licensor”)" - This defines me as the party with the intellectual property available for license, and that the capitalized word "Licensor" refers to me.

"(“Client”) which includes Client’s representatives ." - This defines (and here you would insert the clients company name before the opening parenthesis) the capitalized word "Client" to always be referring not only to the company/organization, but also to anyone whom is their representative (like a PR firm, ad agency, design firm, and so on.)

"Licensor’s relationship with Client is that of an independent contractor." In other words, at no time should I be considered an employee, subject potentially to WMFH, and this also protects them, so that I can't make a workmans' comp claim against them if I am hurt, trying to say I was their employee when that happened. Many many contracts that clients propose also includes this clause.

"“Image(s)” means the visual and/or other forms of materials or digital information supplied by Licensor to Client. " This defines what the capitalized use of the word "Images" is, and is important especially when you include "digital information" because it also then includes a digital photo file and the metadata or digital instructions (like an XMP sidecar for example) about how to process the images.

"Licensor is the sole creator of the Image(s)." This ensures that both parties agree that no joint claim of creation or creativity, and thus copyright ownership can be made. Both parties agree that Licensor is the sole creator. Note the use of capitalized words.

"The Image(s) are Licensor’s interpretation, rather than a literal copy of any concepts or layouts provided to Licensor by Client." In some cases, a claim could be made that such specific direction was given, that a joint authorship claim should be considered. This defines the fact that the images are an intepretation and not a literal copy.

" “Service(s)” means the photography and/or related digital or other services described on the front of this Agreement that Client is specifically commissioning Licensor to perform pursuant to this Agreement." This defines the word services to not just include the actual taking of the photographs, but also pre- and post-production, scouting, and so on. Anything I (or we) do for the client falls into the scope of the word "Services".

"“Transmit” or “Transmission” means distribution by any device or process whereby a copy of an Image is fixed beyond the place from which it was sent." Sets forth exactly what we mean. E-mailing, FTP'ing, CD delivery, use of a thumb drive, and so on.

" “Copyright Management Information” means the name and other identifying information of Licensor, terms and conditions for uses of the Images, and such other information that Licensor may prescribe." Again, sets forth the scope of what Copyright Management Information is, including these T&C, and leaves it open beyond that which "Licensor may prescribe."

With these words and phrases better defined, it makes it easier to have understandable terms through the rest of the agreement. Ask yourself, as you read this, "which of these definitions would I take out?" And also ask "Are there other terms I should be defining that are specific to me?" Once you understand each and every word in this (and the remainder) term will you be not only comfortable with the terms, and explaining to the client what they are, what the mean, and why they are there, but moreover, when you see terms you know are important and they are missing from agreements that a client might present, you can be clear to them as to why your contract is the one that should be signed. However, when you see a client contract that has substantially similar terms, you are in a better position to understand what they've written, why, and how it might just be fine to sign that one..

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Primer & Refresher: Terms & Conditions: Page Title

First things first: the page title. Here it is:
"ALL SERVICES AND LICENSES OF LICENSOR ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS".

Why waste a post on this? Well, because we are dissecting the T&C, that that means everything. What if the title said "Proposed Terms & Conditions", or "Terms & Conditions for Photographic Services"? What if it said "Terms & Conditions"? Of what?

"ALL SERVICES" refers not just to the photography, but the pre-production and post production, and everything inbetween, hence "ALL".

"LICENSES" is what you are granting to the client. You're not selling anything, not giving anything. A license is a term which is the legal granting of permission to do, possess, or use something, for a limited period of time, as defined within the language outlining the scope of the license.

"LICENSOR" - that would be you. You are the person creating the intellectual property and then granting a license to the party(ies) requesting it. The party commissioning you would be the "licensee". If you just owned physical property (like an apartment), you would be the "Lessor" and the occupant would be the "Lessee".

"TERMS AND CONDITIONS" - simply put, the definition of words used in the agreement, and an outlining of the conditions (i.e. you pay me for work, I agree to the work, you agree to give me photo credit, you agree to pay me within X days my fee and all expenses, and so on) that define this relationship.

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Primer & Refresher: Terms & Conditions

The Question comes in often enough...I need a contract, or I don't understand how to put a contract together. Well, here's my solution: I will deconstruct my original contract, term-by-term, and parse what each piece of it means. Sometimes in excruciatingly painful detail. For those of you who don't know how to write them, well, this is a primer. For those of you who do, it's a nice refresher.

Once you know exactly what each term means, you can effectively communicate to the client why it's all there, demystifying it for them (and yes, yourself). So, sit back, and relax. This isn't coming immediately, and there are nearly 20 T&C to review. Further, the T&C will be interspersed with other posts. Some of the terms are easier than others. BUT, I have added a new label "Terms and Conditions" so, after the fact, you can pull up all of them at once and review them at your leisure. Further, you can use the comments section to pose questions that either I, or others can can answer. If it's a great question, or one that helps the clarification, I will go in and edit the post to make that more clear.

I won't go over the front of an estimate (atleast not just yet), this is about the back side, the "fine print" as some might say. The First one's easy, but I will put that in a seperate post!

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