This Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and effective

the __ day of ______, 2011_ by and between ________________ (hereinafter referred to as the

"Client") and ______________________ (hereinafter referred to as the "Photographer").

1. Confidential Information.

Client proposes to pay photographer (_________________(PG Photography) to take/produces photos/video

that are confidential and proprietary information (the "Confidential Information"). Confidential

Information shall include all photographs/video, data, materials, products, technology, financial

information, and other information about the client disclosed or submitted, orally, in writing, or by

any other media, to the photographer.

2. Photographer’s Obligations.

A. Photographer agrees that the Confidential Information is to be considered confidential and

proprietary to client and shall not use the Confidential Information/Photographs/video other than

for the purposes of its business with client, and shall disclose it only to its employees or

assistants that are involved with producing the images for the client with a specific need to know.

Photographer will not disclose, publish or otherwise reveal any of the Confidential

Information/Photographs/video taken to any other party whatsoever except with the specific prior

written authorization of Owner.

B. Confidential Information furnished in tangible form shall not be duplicated by photographer

except for purposes of this Agreement. Upon the request of client, photographer shall return all

Confidential Information received in written or tangible form, including copies, or reproductions or

other media containing such Confidential Information, within ten (10) days of such request. At

clients’ option, any documents or other media developed by the photographer containing

Confidential Information/Photographs/Video may be destroyed by photographer. Photographer

shall provide a written certificate to Owner regarding destruction within ten (10) days thereafter.

3. Term.

The obligations of photographer herein shall be effective from the date and time client discloses

any Confidential Information to photographer pursuant to this Agreement. Further, the obligation

not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or

seizure procedures, whether initiated by or against photographer, nor by the rejection of any

agreement between client and photographer, by a trustee of Recipient in bankruptcy, or by the

Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law

4. Other Information.

Photographer shall have no obligation under this Agreement with respect to Confidential

Information/Photographs/Video which becomes publicly available without breach of this

Agreement by photographer; is rightfully received by client without obligations of confidentiality; or

is developed by photographer without breach of this Agreement; provided, however, such

Confidential Information/photographs shall not be disclosed until thirty (30) days after written

notice of intent to disclose is given to Owner along with the asserted grounds for disclosure.

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or

otherwise in any Confidential Information/Photographs/Video.

6. No Publicity.

Photographer agrees not to disclose its participation in this undertaking, the existence or terms

and conditions of the Agreement, or the fact that discussions are being held with Client. 

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United

States and the State of _______________________ and photographer consents to the exclusive

jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of

this Agreement. Photographer agrees that in the event of any breach or threatened breach by

Photographer, Client may obtain, in addition to any other legal remedies which may be available,

such equitable relief as may be necessary to protect Client against any such breach or

threatened breach.

8. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the

subject matter hereof. This Agreement may be modified only by a further writing that is duly

executed by both parties.

9. No Assignment.

Photographer may not assign this Agreement or any interest herein without Client’s express prior

written consent.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in full force

and effect as if such invalid or unenforceable term had never been included.

11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall

be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or

recognized overnight delivery services.

Client's Name____________________________Address_____________________________

Photographer’s: Name_______________________Address__________________________

12. No Implied Waiver.

Either party's failure to insist in any one or more instances upon strict performance by the other

party of any of the terms of this Agreement shall not be construed as a waiver of any continuing

or subsequent failure to perform or delay in performance of any term hereof.

13. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to

construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above


[Client] Signature Block

[Photographer] Signature Block