In addition to the terms and conditions noted on our Purchase Order(s), the following terms and conditions shall be fully applicable to all orders:

1. Sellers hereby irrevocably sells, grants, assigns, and releases to Allen & Gerritsen, Inc., its within named client, and their assigns and licensees, all right, title and interest of Seller in and to the picture, photograph, print, negative, plate, painting, art work, likeness, drawing, sketch, etching, retouching, photostats, mechanicals, or other material which is the subject of this order or used or employed in the preparation thereof, and all preliminary or other copies or versions of any of the foregoing, in any form. The rights herein conveyed by Seller, as thereinbefore mentioned, shall include, but not to be limited to, exclusive reproduction rights, the exclusive right to use, publish, display, reproduce, retouch, alter, crop, copyright in the United States and internationally, and to license, assign, or dispose of any of said rights in any manner, with or without the use of Seller’s name in connection therewith, forever, without geographical, time, or frequency limitations, in any and all present and future media of advertising, publicity, entertainment, trade, news, merchandising, and/or theatrical presentations, or otherwise, all without further compensation to Seller, its employees, agents, or assigns, Seller hereby releasing purchaser from all liability therefrom.Seller agrees that any and all negatives, plates, prints, copies, or other reproductions of the work or material to be supplied hereunder, or any of the other work or materials hereinabove mentioned, which are not required to be delivered on the date herein specified for delivery of the work or material covered by this order, shall be delivered by Seller to Allen & Gerritsen, Inc., or its within named client, upon request.
2. Seller represents and warrants (a) that no third party has any rights in, to, or arising out of, or in connection with, the work performed hereunder, or any of the rights or materials herein above mentioned, and that Allen & Gerritsen, Inc., its within named client, their assigns, and licensees shall be free from all claims for fees, royalties, or other payments, or from all persons asserting any rights to, in, arising out of, or in connection with such works or in any of such rights or material; (b) that Seller has full right and power to enter into this agreement and to grant the rights and privileges herein granted; (c) that in connection with said materials or work, Seller has employed no models and utilized no names, pictures, or likenesses of any persons, or of any property the use of which pursuant to this agreement would violate the rights of any firm, person, or corporation, of any artists’ limitations or renditions of any of the foregoing, at any time or place, or in any manner, without having first obtained from such models or other persons, or the owners of such property or those whose rights would be violated by such use, binding written legal permission (1) authorizing the Seller, Allen & Gerritsen, Inc. its within-named client, their assigns and licensees, to use the names, pictures, or likenesses of such person or such property, under all of the conditions described in Paragraph 1 above, and (2) providing that all physical reproductions thereof to be supplied here-under, or the rights to which that are herein conveyed, are and shall be the sole property of Allen & Gerritsen, Inc., its within named client, and their assigns and licensees. Before or at the time specified on the face of this order for delivery of the material or work covered by this order, Seller shall supply Allen & Gerritsen, Inc., with an original or photostatic copy of each such written permission or release.
3. Seller acknowledges and agrees that the price specified on the face of this order is full and adequate consideration for all rights and privileges herein granted and all obligations of Seller in connection with this order. Payment for invoices submitted by Seller related to this order are processed within ninety days of invoice date. Seller agrees to hold Allen & Gerritsen, Inc., liable for payment only to the extent that Allen & Gerritsen, Inc., has received payment from its client. Seller may hold client liable for bills not paid to Allen & Gerritsen, Inc.
4. The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the materials or work to be performed pursuant to this order, and said terms and conditions cannot be modified or amended except by agreement in writing, signed by the parties hereto. Notwithstanding the payment thereof, invoices, or other similar documents originating with Seller or its agents shall not satisfy the requirement of the preceding sentence.
5. This order may be cancelled by Allen & Gerritsen, Inc., at any time prior to its acceptance of the material or work covered by this order, upon written notice to Seller. In such event, Allen & Gerritsen, Inc., shall be liable to pay Seller, in lieu of the price specified on the face of this order, the direct costs incurred by Seller in the performance of its obligations hereunder prior to such cancellation; provided, however, that the total amount of such costs shall not exceed such price specified on the face of this order.
6. This order, or any sums payable hereunder, may not be assigned by Seller without the prior written consent of Allen & Gerritsen, Inc.
7. All plates, negatives, proofs, original artwork, preparatory sketches, and similar material made, processed or used in connection with this purchase order shall be and remain at all times the property of the client in whose name this order is placed, and shall be delivered to us as agent for the client, upon request, without any additional charge whatsoever. If requested by us, a bill of sale in the usual form will be executed by you in order to vest all right, title, and interest in the subject matter of this material in us or our client.