NATIONAL RAILROAD PASSENGER CORPORATION PHOTOGRAPH COPYRIGHT ASSIGNMENT AGREEMENT
This Photograph Copyright Assignment Agreement ("Agreement") is entered into by and between the National Railroad Passenger Corporation ("Amtrak"), a corporation organized under 49 U.S.C. §24101 et seq. and the laws of the District of Columbia, with its principal office located at 60 Massachusetts Avenue, N.E, Washington, DC 20002 and Photographer for the assignment of the copyright in the photograph(s) ("Photographs"), which are attached to this Agreement as Exhibit I.
Grant of Rights
Photographer does hereby grant, assign and transfer all right, title and interest in the Photographs to Amtrak and any registrations and copyright applications relating thereto, including any renewals and extensions thereof. Photographer agrees to execute all papers and to perform such other proper acts, as Amtrak may deem necessary or desirable to secure for Amtrak the rights herein granted, assigned and/or transferred.
Representations and Warranties
Photographer hereby warrants and represents to Amtrak that the Photographs are original works of Photographer and that Photographer holds the complete and undivided copyright interest to the Photographs, and that the Photographs will not infringe on any copyright, right of privacy or right of publicity, or infringe or violate any other right of any third party.
Amtrak may, but is not required to, identify and credit Photographer and Amtrak may use or authorize the use of Photographer’s name, likeness or pertinent biographical material in connection with the advertising and promotion of any work containing all or part of the Photographs.
Photographer agrees to defend, indemnify, and hold harmless Amtrak and its affiliates, and their respective directors, officers employees, agents, contractors, successors, and assigns (collectively, the “Indemnified Parties) from and against any and all losses, claims, damages, expenses, or liabilities of any kind, including reasonable attorney’s fees, incurred or suffered by any Indemnified Party to the extent arising out of or relating to any alleged or actual breach by Photographer of its representations and warranties under Section 3 Representations and Warranties.
Entire Agreement, Modifications and Governing Law
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior discussion or agreements between them relating thereto. No modification or amendment to this Agreement shall be valid unless in writing and signed by both parties. This Agreement shall be governed by and construed in accordance with the substantive laws, but not the laws of conflicts, of the District of Columbia.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate upon the date indicated above.