This Associate Photographer and Videographer Independent Contractor Agreement, hereinafter the “Agreement,” is entered into by and between Essential Moments LLC, located at 17613 Roscoe Blvd, Los Angeles, CA 91325, hereinafter referred to as the “Company,” and John Smit, residing at Test street, LA, phone number +380987766501, hereinafter referred to as the “Contractor.”

The Company and the Contractor may each be referred to as a “Party” and together as the “Parties.

1. Purpose

The Company engages the Contractor as an independent contractor to provide photography services, videography services, or both, for weddings, engagement sessions, and other events on an as needed basis. The Contractor agrees to perform such services in accordance with the Company’s directions, standards, technical requirements, client service expectations, assignment details, and brand expectations

This Agreement governs the assignment described above and any future assignments accepted by the Contractor for the Company, unless the Parties agree otherwise in writing.

2. Independent Contractor Relationship

The Contractor is an independent contractor and is not an employee of the Company. Nothing in this Agreement creates an employer employee relationship, partnership, joint venture, agency relationship, or guarantee of future work.

The Contractor is solely responsible for all taxes, withholdings, insurance, licenses, permits, business registrations, expenses, and other obligations related to the Contractor’s business and compensation.

The Company does not guarantee any minimum number of assignments, projects, bookings, or hours beyond the specific assignment accepted in writing.

3. Case by Case Assignments

Assignments shall be offered on a case by case basis. The Company may offer a specific event or project to the Contractor, and the Contractor may accept or decline unless already committed in writing.

Once the Contractor accepts an assignment, the Contractor agrees to perform the assignment in full in accordance with this Agreement and the assignment details provided by the Company.

Each assignment may be confirmed by contract, email, text message, call sheet, work order, or another written communication identifying the date, location, hours, role, compensation, and any special requirements.

4. Experience and Professional Ability

The Contractor represents that the Contractor has sufficient professional experience to photograph or film weddings and events in a reliable, professional, and competent manner.

The Contractor further represents that the Contractor knows how to communicate appropriately with couples, guests, planners, venues, and other vendors, and can work under time sensitive event conditions while maintaining quality, professionalism, and composure.

5. Scope of Services

The Contractor may serve as an associate photographer, associate videographer, lead shooter, second shooter, or assistant, depending on the assignment.

The Contractor agrees to arrive 20 minutes before the starting time and fully prepared for each assignment, perform services professionally and in accordance with the Company’s directions, capture all key moments customarily expected for the assigned event coverage, communicate promptly with the Company about any issue that may affect performance, use professional judgment while still following the Company’s creative and technical expectations, deliver all original files and other required materials within the required deadline, and submit an invoice only after all required materials have been delivered unless the Company uses payroll or another payment system.

6. Code of Conduct

The Contractor agrees to maintain a high standard of professional conduct at all times while representing the Company.

The Contractor shall dress professionally and appropriately for the event in neat, clean, muted, or neutral colors unless otherwise instructed by the Company.

The Contractor shall maintain proper hygiene, treat clients, guests, planners, venue staff, and vendors respectfully, and refrain from rude, disruptive, offensive, unsafe, or unprofessional behavior.

The Contractor shall not consume alcohol, marijuana, illegal substances, or any impairing substance before or during the assignment.

The Contractor shall use reasonable efforts to avoid smelling of smoke or any other strong odor that may negatively affect the client experience.

The Contractor shall not advertise the Contractor’s own business while working for the Company and shall not distribute the Contractor’s own business cards, promotional materials, or contact information to clients or guests during the assignment unless expressly authorized in writing by the Company.

The Contractor may not contact the client for personal business purposes and may not attempt to connect with the client or wedding guests on social media in connection with the event, unless the Company gives prior written permission.

Unprofessional conduct may result in reduction or forfeiture of compensation, immediate removal from the assignment, termination of this Agreement, and liability for damages caused to the Company.

7. Equipment and Technical Requirements

The Contractor is responsible for providing and maintaining all equipment necessary to perform the assignment unless the Company agrees otherwise in writing.

The Contractor shall bring equipment in proper working condition, sufficient batteries, storage media, and backup gear reasonably necessary for the assignment.

For photography assignments, the Contractor must use professional quality equipment suitable for weddings and events, including a full frame DSLR or mirrorless camera, or equivalent professional camera approved by the Company.

For videography assignments, the Contractor must use professional quality equipment capable of recording at the minimum standards required by the Company for the specific assignment.

Unless otherwise specified by the Company, the Contractor agrees to meet these minimum standards where applicable: photography in RAW format, videography at no less than 1080p at 60 fps or higher if required, use of stabilization for videography when appropriate, use of professional audio equipment for ceremonies, vows, speeches, or similar moments when assigned as lead or when otherwise required, use of lighting equipment when reasonably necessary, and use of drone equipment only when specifically authorized by the Company and only if the Contractor is properly licensed, insured if required, and legally permitted to operate the drone.

For video assignments, if the Company requires S Log or another specific shooting profile, the Contractor agrees to follow that technical requirement.

The Contractor may not delete, format, or alter original files from memory cards during the event or before the Company has confirmed successful transfer and backup of the files.

If the Company provides memory cards, the Contractor shall return all memory cards, used and unused, immediately after the event. If the Contractor uses personal memory cards, the Contractor shall make them available for immediate download after the event if requested by the Company.

8. Timing and Delivery of Files

The Contractor agrees to follow the event timeline and all delivery deadlines provided by the Company.

Unless otherwise stated in writing for a specific assignment, all original files must be delivered to the Company through the designated cloud upload link, hard drive transfer, direct card handoff, or other storage method designated by the Company within 3 business days after the event.

If the Company requests same day transfer or immediate handoff of cards after the event, the Contractor agrees to reasonably cooperate.

The Contractor shall not delete, cull, alter, edit, or withhold original files unless the Company specifically instructs otherwise in writing.

The Contractor shall keep a backup copy of all captured files for at least 60 days after the Company confirms receipt and successful backup, unless the Company instructs otherwise in writing.

9. Compensation and Payment

Compensation shall be agreed upon before the assignment is performed.

The minimum required booking for this assignment is 4 hours, unless otherwise stated in writing by the Company.

The agreed rate for this assignment is the rate listed in the Assignment Details above or in another written confirmation from the Company.

Payment may be made by payroll provider, direct bank transfer, Zelle, or another payment method chosen by the Company.

Unless another schedule is agreed in writing, payment will be initiated within 10 business days after the assignment is successfully completed and all required files, cards, and materials have been delivered.

The Contractor understands that successful completion includes timely attendance, proper performance, full delivery of usable files, return of any Company provided memory cards or equipment, and compliance with this Agreement.

The Company may withhold payment until the Contractor cures any material failure, including but not limited to late delivery, missing files, unusable files, unprofessional conduct, or failure to follow assignment instructions.

10. Work Made for Hire and Copyright

All photographs, videos, audio, raw files, edited files, and all other materials created by the Contractor while performing services for the Company shall be deemed work made for hire for the benefit of the Company to the fullest extent permitted by law.

To the extent any such materials are not deemed work made for hire, the Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to such materials, including all copyrights and related intellectual property rights, without any additional compensation beyond the agreed assignment fee.

The Contractor agrees not to sell, license, transfer, publish, submit, or otherwise exploit any media created for the Company without the Company’s prior written consent.

11. Portfolio and Social Media Use

The Contractor may not post, share, publish, edit for public display, use in advertisements, submit to blogs, or otherwise use any media captured during a Company assignment without prior written permission from the Company.

If the Company grants permission, the Contractor may use the media for personal portfolio use only within the limits approved by the Company. Unless otherwise approved in writing, website or social media use may not begin until 8 weeks after the event date and must include an appropriate credit line such as “Shot for Essential Moments LLC.”

The Contractor must follow all conditions imposed by the Company, including any conditions concerning timing, client privacy, vendor tags, captions, credits, and branding.

Unless expressly approved in writing, the Contractor may not contact the client directly for portfolio requests, testimonial requests, reviews, referrals, or future bookings.

12. Exclusivity While Working for the Company

While directly performing an assignment for the Company, the Contractor represents the Company only and not any other business.

During the assignment the Contractor shall not solicit work for the Contractor’s own business or another studio and shall not take any action that diverts the client or guests away from the Company.

Outside of assignments for the Company, the Contractor may work for other businesses or for the Contractor’s own business, provided such work does not misuse the Company’s confidential information, interfere with booked assignments, or improperly target the Company’s clients.

13. Confidentiality

The Contractor acknowledges that the Company may disclose confidential and proprietary information, including but not limited to pricing, contracts, workflows, client data, schedules, lead information, business methods, financial information, documents, templates, internal communications, and other nonpublic information.

The Contractor agrees to keep all such information strictly confidential and not to disclose, copy, use, or retain it except as necessary to perform services for the Company.

The Contractor shall not use confidential information to compete with the Company, undercut pricing, solicit clients, or otherwise act to the detriment of the Company.

Upon request or termination of this Agreement, the Contractor shall promptly return or destroy all confidential materials belonging to the Company.

These obligations survive termination of this Agreement.

14. Client Non Solicitation

The Contractor shall not directly or indirectly solicit, book, divert, or attempt to book any client, lead, or event originally introduced to the Contractor through the Company for the Contractor’s own business or another business for a period of 12 months after the last assignment involving that client or lead, unless the Company gives written permission.

15. Unavailability, Replacement, and Failure to Perform

The Contractor warrants that once booked for an assignment, the Contractor will perform the assignment as agreed.

If the Contractor becomes unable to perform all or part of an assignment, the Contractor must notify the Company immediately.

The Contractor may suggest a qualified replacement, but any replacement must be vetted and approved by the Company in writing. The Company is not obligated to accept any proposed replacement.

The Contractor remains responsible for any loss, damage, replacement cost, refund, editing expense, restoration expense, or other financial liability suffered by the Company due to the Contractor’s failure to perform, late cancellation, no show, incomplete performance, poor quality performance not meeting professional standards, loss of files, equipment failure, or failure to deliver media as required.

A documented medical emergency or force majeure event may excuse nonperformance only to the extent reasonably supported by documentation and prompt communication.

16. Liability and Indemnification

The Contractor is solely responsible for the Contractor’s conduct, actions, omissions, equipment, transportation, assistants, safety practices, and performance.

The Contractor agrees to indemnify, defend, and hold harmless the Company and its owners, officers, employees, agents, and representatives from any claims, demands, losses, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to the Contractor’s breach of this Agreement, the Contractor’s negligence, misconduct, or failure to perform, injury, property damage, or loss caused by the Contractor, the Contractor’s violation of law, venue rules, drone rules, safety requirements, or third party rights, and the Contractor’s failure to timely deliver media or provide required files.

The Company is not liable for loss of or damage to the Contractor’s equipment, files, vehicle, or other property.

17. Safety and Work Conditions

The Contractor agrees to comply with all health, safety, venue, and legal requirements applicable to the assignment.

The Contractor shall take reasonable precautions to avoid injury, damage, and unsafe conditions. The Contractor may refuse to perform any act that presents an unreasonable safety risk or is unlawful, but must notify the Company immediately and continue safe performance where reasonably possible.

18. Force Majeure

Neither Party shall be liable for failure to perform due to events beyond reasonable control, including serious illness, natural disasters, acts of God, war, terrorism, government orders, transportation shutdowns, or similar force majeure events.

The affected Party must notify the other Party as soon as reasonably possible and use reasonable efforts to reduce the impact of the event.

Force majeure does not excuse failures caused by avoidable scheduling conflicts, equipment neglect, lack of preparation, or failure to promptly communicate.

19. No Assignment or Subcontracting

The Contractor may not assign, subcontract, or delegate any obligation under this Agreement without prior written consent from the Company.

Any unauthorized assignment or delegation is a material breach of this Agreement.

20. Term and Termination

This Agreement becomes effective on the date it is executed and continues until terminated by either Party in writing.

Termination does not affect any obligations arising from assignments already accepted, including confidentiality, payment rights, copyright ownership, indemnification, and any other provisions that by their nature should survive termination.

The Company may terminate this Agreement immediately for material breach, repeated unprofessional conduct, confidentiality violations, solicitation of clients, failure to perform, or any conduct that reasonably threatens the Company’s reputation or client relationships.

21. Dispute Resolution and Attorneys’ Fees

Any dispute arising out of or relating to this Agreement shall first be addressed through good faith discussions between the Parties.

If the dispute is not resolved informally, it shall be submitted to mediation and, if still unresolved, to binding arbitration or litigation in Los Angeles County, California, unless the Company seeks immediate injunctive relief for confidentiality, client solicitation, copyright, or related matters.

If either Party files suit or other legal action to enforce any term of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, litigation expenses, arbitration costs, and related enforcement costs to the extent permitted by law.

22. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Any mediation, arbitration, or court proceeding arising from this Agreement shall take place in Los Angeles County, California, unless the Parties agree otherwise in writing.

23. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, drafts, understandings, or agreements, whether oral or written.

Any modification to this Agreement must be in writing and signed by both Parties.

24. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Acceptance and Signatures

By signing below, each Party acknowledges that it has read, understood, and agreed to the terms of this Agreement. Electronic signatures and typed names may be accepted as legally binding to the fullest extent permitted by law.