STILL PHOTOGRAPHER USE AGREEMENT

  1. Identification of Photographer. The Photographer represents that the following is the full name, address and other identifying information for the Photographer:

  2. Identification of Production. Photographer represents that she/he desires to take still photographs (the "Project") at the 2001 Burning Man event (the "Event") for use in the following manner:
  3. Affiliations.
    1. Photographer represents that she/he is acting on her/his own behalf, and has no affiliation with any other person or entity concerning the Project, and that she/he has not consulted or communicated with any other person or entity concerning the Project or concerning the possibility of using, disseminating or displaying the Project or any images obtained by Photographer at the Event, except for those persons or entities described in subparagraphs (b) and (c).

    2. Photographer represents that she/he is acting with or on behalf of the following persons or entities: ___________________________.

    3. Photographer represents that she/he has communicated with the following persons or entities concerning the possibility of those or other persons or entities using, disseminating or displaying the Project or any images obtained by Photographer at the Event: _________________________________________________

  4. Equipment for Project. Photographer represents that she/he will be bringing a total of no more than _______ still cameras or other image capture mechanisms into the Event and on the Property.

  5. Delivery of footage to Burning Man. Photographer shall, within 90 days from the end of the Event, provide a copy of any raw footage, and, in the event the Project requires postproduction work, immediately upon its completion provide copies of all still photographs obtained at the Event to Burning Man for placement in the Burning Man archive, with a minimum of forty images to be provided to Burning Man. Photographer grants to Burning Man an irrevocable royalty-free worldwide license to display any such images or photographs at Burning Man art shows, in the Burning Man newsletter or other brochures or mailings, at special Burning Man events, or for use in a film or video created by or on behalf of Burning Man.

  6. Licenses to record images. Upon execution of this Agreement by Photographer and without execution of this Agreement by Burning Man, Burning Man grants the Photographer a license to enter the premises of the Event (the "Property") and to record images reasonably necessary for the Project. The license granted under this Paragraph does not authorize any commercial use to made of the images recorded at the Event.

  7. License for commercial use of images.

    1. Upon execution of this Agreement by Burning Man, Burning Man grants Photographer a license only to display and sell the still photographs of images obtained at the Event at gallery shows and in editorial projects concerning the Event, except as provided in subparagraph (b). In particular, without limitation, no images obtained at the Event shall be used for any commercial endorsement, on the Internet, in any book, on any greeting card or poster, or provided to any stock agency, unless Burning Man has previously provided written consent for such specific use in subparagraph (b), which consent may be withheld for any reason whatsoever, within Burning Man's sole discretion. Any sublicense that Photographer grants to any person or entity must be limited to the uses described in this Paragraph. Unless this Agreement is executed by Burning Man, Photographer agrees that Photographer shall make no commercial use of images obtained at the Event.

    2. In accordance with subparagraph (a), Burning Man grants to Photographer a license to
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        The license in this subparagraph is effective only if it is separately signed by Burning Man immediately following this sentence:      Paragraph 7(b) approved by Burning Man:

            ________________________
            Marian Goodell

        [Note: Fill in subparagraph (b) only if an additional license is granted.]

  8. Consideration. In consideration of the licenses granted in this Agreement, Photographer agrees to pay Burning Man compensation of 10% of any revenues obtained as a result of a licensed use of the Project, provided however that no compensation is due to Burning Man for sales of photographs related to an art gallery show or for ________________________
    _______________________________________________________________________

  9. Representations and Compliance with Guidelines. Photographer represents that she/he has read the Rights and Responsibilities Guidelines for Media/Participants (the "Guidelines"), and agrees to fully comply with these Guidelines, which are incorporated by reference and made a part of this Agreement. Photographer agrees not to interfere with the personal experiences of others at the Event. Photographer represents and agrees she/he will photographs only actual events as they transpire, and will cease photographing immediately of any participant, artwork or performance if requested to by the participant or artist. Photographer warrants and represents that, prior to any commercial use of any images obtained at the Event, Photographer will obtain written permissions from any individual whose image is utilized in the Project authorizing the use of such image. Photographer warrants and represents that no commercial use will be made of any images obtained at the Event, except as may be licensed by Burning Man pursuant to this Agreement. Failure to comply with the Guidelines is grounds for immediate expulsion from the Event.

  10. Entry to Event. Photographer understands that Burning Man has exclusive control over the Property, and that entrance to the Property is a privilege subject to the terms of this contract, not a right, and that Photographer's license to attend the Event may be terminated by Burning Man for any violation of this Agreement, the Guidelines, or Event policy.

  11. Breach of Agreement. In the event Photographer breaches any terms of this Agreement or the Guidelines, or any representations or warranties in this Agreement, the licenses granted in this Agreement shall be immediately null and void and of no further legal effect, and Photographer shall have no further right to make any use of any images or sounds obtained or recorded at the Event.

  12. Limitations of types of images. Photographer agrees that the Project will contain no images of nudity, sexual activity, the use of drugs or any act that might be considered in violation of criminal laws.

  13. Execution of the Agreement. Upon execution of this Agreement by Photographer and without execution of this Agreement by Burning Man, Burning Man grants Photographer the license described in Paragraph 6 to use recording equipment at the Event, and Photographer agrees that Photographer shall be bound by all paragraphs of this Agreement, except for Paragraphs 7, 8 and 14. Photographer shall have no license under Paragraph 7 for any commercial use of images recorded at the Event, and Photographer shall make no commercial use of images recorded at the Event, unless and until the Agreement is executed on behalf of Burning Man by Marian Goodell, Mistress of Communications.

  14. Review of records. Upon request by Burning Man, Photographer will promptly deliver to Burning Man copies of any agreements concerning the display of the Project or the licensing of any images obtained at the Event. If this Agreement provides for licensing compensation to be paid to Burning Man as a percentage of Photographer's revenues, Photographer shall provide accountings to Burning Man on a quarterly basis of all revenues received relating to the Project, which identify all uses, displays, licenses or sales of the Project and all revenues obtained from each such use, display, license or sale, including the identity of any third parties from whom Photographer has obtained such revenues. Photographer shall make all relevant books and records available to Burning Man on 15 days' notice, to permit Burning Man to verify the foregoing accountings. Photographer shall pay to Burning Man its share of revenues concurrently with the accounting statement.

  15. No assignment or sublicensing. Photographer may not assign this Agreement or any licenses granted to Photographer under this Agreement, nor grant any sublicenses concerning any licenses granted to Photographer under this Agreement, except with the prior written consent of Burning Man, which consent may be withheld for any reason whatsoever within Burning Man's sole discretion.

  16. Governing Law. This Agreement shall be governed by the laws of the State of California.

  17. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in San Francisco, California, before a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction; provided, however, that Burning Man has the option to not utilize arbitration, and instead to institute litigation against Photographer, and Photographer agrees to submit to the jurisdiction of the state or federal courts in San Francisco, California, and that venue for any such litigation shall be San Francisco, California.

  18. Governing Law and Integration. This is a fully integrated Agreement, made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of California, except that parole evidence shall not be admissible to interpret, vary or modify any of the terms of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. All agreements, covenants, representations and warranties, express or implied, oral or written, of the parties with regard to the subject matter hereof are contained herein, and the documents referred to herein or implementing the provisions hereof. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by either party to the other with respect to the subject matter of the Agreement. All prior and contemporaneous conversations, negotiations, possible and alleged agreements and representations, covenants, and warranties with respect to the subject matter hereof are waived, merged herein and superseded hereby.

  19. Severability. Should any covenant, condition or other provision contained herein be held invalid, void or illegal by any court of competent jurisdiction, it shall be deemed severable from the remainder of the Agreement and shall in no way effect, impair or invalidate any other covenant, condition or other provision herein contained. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, it shall be deemed valid to the extent of the scope or breadth permitted by law.

  20. Notices. All notices, requests, demands and other communications under the Agreement shall be in writing and by personal delivery or overnight courier, and shall be deemed having been duly given on the date of receipt. Notices shall be addressed as follows:

  21. Release and indemnification. Photographer, for her/himself and on behalf of her/his respective heirs, successors and assigns, fully and forever releases and discharges Burning Man and its successors, agents, employees, insurers and representatives, of and from any and all liability, claims, demands, damages, punitive damages, disputes, suits, actions, claims for relief and causes of action, arising out of or relating to Photographer's attendance at the Event or Photographer's actions concerning the Project at the Event. Photographer agrees to indemnify Burning Man and its successors, agents, employees, insurers and representatives, of and from any and all liability, claims, demands, damages, punitive damages, disputes, suits, actions, claims for relief and causes of action, arising out of or relating to the Project and/or Photographer's actions concerning the Project.

  22. Miscellaneous. This Agreement cannot be amended, altered, modified, waived or superseded, in the whole or in part, except by a written agreement so stating which is signed by all parties to this Agreement. No delay or omissions on the part of any party to this Agreement shall operate as a waiver of any such right or any other right. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. Section headings are for convenience only and are not part of the Agreement. Photographer, if she/he executes this Agreement on behalf of any other party to the Agreement, represents and warrants that she/he has been duly authorized by such party to execute the Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement in counterparts, to be effective on the last date executed below.

Dated: _________  __, 2001    Photographer: _______________________
By: ____________________________
Dated: ___________  __, 2001  BLACK ROCK CITY LLC, dba BURNING MAN
By: ____________________________
       Marian Goodell
       Mistress of Communications

NOTE: Photographer's signature binds Photographer to all provisions of this Agreement, except for Paragraphs 7, 8 and 14. Photographer has no license to make any commercial use of images or sounds recorded at the Event until this Agreement is executed on behalf of Burning Man. See Paragraphs 7 and 13.