Copyright Transfer and Terms of Use Agreement

(Photographic Works – Exclusive Period)

Article 1 – Parties
1.1. Company: [Title], [MERSIS/TAX ID], [Address]
(Hereinafter referred to as “COMPANY”)
1.2. Photographer: [Name Surname/Title], [Turkish National Identity Number/Tax ID], [Address]
(Hereinafter referred to as “PHOTOGRAPHER”)
The parties together are “Parties”.

Article 2 – Definitions
“Work(s)”: All photographs, negatives/RAW/JPEG/TIFF files, contact sheets, processed versions, derivatives, collages and montages, and all visual content resulting from the shoot, produced by the PHOTOGRAPHER under this Agreement.
“Project”: The work subject to the shooting plan/brief and schedule included in Annex 1.
“Delivery”: Delivery of the digital/physical files and materials listed in Annex 2.

Article 3 – Subject and Scope 3.1. The PHOTOGRAPHER transfers the financial rights (Article 21 of the Copyright Law, Article 22, reproduction, Article 23, distribution, Article 24, representation, Article 25, public transmission by means of means of transmitting signs/sounds/images) over the Works to be produced within the scope of the Project exclusively to the COMPANY , within the limits specified below in terms of duration and location . 3.2. The transfer includes the rights to use the Works in all media, in all languages , in unlimited quantities and prints, in all known/unknown technologies and formats (digital, print, OOH, TV/OTT, cinema, web/app, social media, POP, vehicle wrapping, building wrapping, fair, corporate presentation, etc.) . 3.3 . This transfer includes the creation of derivative works from the Works , reframing, collage, montage, color/tone/retouching adjustments, and their use together with/separately from other works, without requiring any additional payment

Article 4 – Duration, Place and Exclusivity 4.1. Place: Worldwide (universal). 4.2. Duration: For the duration of the protection period of the works (PHOTOGRAPHER's life + 70 years) or [alternative: … years] (If the parties prefer a commercial transfer shorter than the protection period, the duration will be written here). 4.3. Exclusivity: The transfer is exclusive . The PHOTOGRAPHER may not license, transfer, or allow the use of the works and raw/intermediate outputs to third parties .

Article 5 – Moral Rights and Consents 5.1. Moral rights are non-transferable (Law on Intellectual and Artistic Works, Articles 14-17). The PHOTOGRAPHER acknowledges that he/she has given exclusive consent for the publication of the works, including but not limited to , modifications , merging/removing, for promotional and marketing purposes ; and that these actions may be carried out by the COMPANY to the extent that they do not damage the photographer's honor and reputation. 5.2. The use of names in publications is at the discretion of the COMPANY. The COMPANY may use the phrase “Photo: [Name Surname]” if it wishes.

Article 6 – Third Party Permissions and Waivers 6.1. The PHOTOGRAPHER is obligated to obtain the necessary model release, property release, and trademark/work permissions for the models, extras, employees , and also the location/building works, trademarks/visual elements included in the Works (Appendix-3). 6.2. The PHOTOGRAPHER acknowledges that the Works are free from defects and in compliance with the law , and indemnifies and holds harmless the COMPANY from any damages arising from claims of copyright/personal data/personal rights infringement by third parties .

Article 7 – Delivery, Acceptance and Technical Standards 7.1. The PHOTOGRAPHER takes the photos in accordance with the schedule in Annex-1; delivers them to the COMPANY in the formats in Annex-2 (e.g. RAW + high-resolution TIFF/JPEG, 300 DPI, color profile, metadata) on [date/time] . 7.2. The COMPANY notifies of any defects within [5] business days of delivery . If necessary, free revision/re-shooting will be done by the PHOTOGRAPHER within [reasonable number of tours and dates] . 7.3. All source files (RAW, project files, LUT/Presets, layered PSD/AI, etc.) are also included in the process.

Article 8 – Fee and Payment 8.1. Total price: [… TL + VAT] (including exclusive financial rights transfer + delivery + all costs and expenses). 8.2. Payment plan: [%50 contract / %50 acceptance] or [schedule]. 8.3. Payment is made by bank transfer within […] days of invoice . The price includes all transportation/accommodation/equipment/support staff/leave/expenses. No additional fees can be requested . 8.4. In case of delay, default interest will be applied according to the Turkish Code of Obligations.

Article 9 – Tax, Social Security and Nature of Employment Relationship
9.1. The PHOTOGRAPHER is an independent service provider; not considered an employee. Social Security, taxes, and incidental expenses are the responsibility of the PHOTOGRAPHER.
9.2. A self-employment receipt/invoice [e-Invoice/e-SMM] is issued.

Article 10 – Privacy and GDPR 10.1. The PHOTOGRAPHER shall keep confidential all trade/industrial secrets, campaign visuals, and strategy information belonging to the COMPANY ; and shall not disclose them to third parties. 10.2. Personal data shall be processed in accordance with the GDPR No. 6698 and related legislation, and shall only be used for the purposes of this Agreement. The PHOTOGRAPHER undertakes that it has obtained the model/employee information text and explicit consents within the scope of Annex 3

Article 11 – Breach of Contract, Penalty and Compensation 11.1. In the event of a breach by the PHOTOGRAPHER regarding exclusivity, confidentiality, delivery, and transfer of rights, the COMPANY may immediately terminate the Contract for just cause and claim for any direct/indirect damages incurred. 11.2. Furthermore, the PHOTOGRAPHER agrees to pay a penalty of [… TL/USD] in cash and in full for each breach . The penalty does not preclude a claim for compensation (Turkish Code of Obligations, Article 179 et seq.). 11.3. In accordance with the evidence agreement, the COMPANY's books, documents, and electronic records shall be considered exclusive evidence within the scope of Article 193 of the Turkish Code of Civil Procedure .

Article 12 – Termination
12.1. The COMPANY without giving any reason by giving written notice [7] days in advance; work delivered and found suitable until termination will be paid proportionally.
12.2. In case of gross breach by the PHOTOGRAPHER, termination immediately ; payments made will be refunded and damages will be claimed.

Article 13 – Force Majeure If
events beyond the control of the parties (war, disaster, strike, epidemic, serious malfunction, etc.) [30] days, the parties shall negotiate; if no agreement is reached, termination is possible.

Article 14 – Transfer and Subcontracting 14.1. The COMPANY may transfer its rights arising from this Agreement to its group companies/business partners . 14.2. The PHOTOGRAPHER may not transfer its rights and obligations ; if it uses a subcontractor, it must obtain written approval from the COMPANY and is jointly and severally liable for the actions of the subcontractor .

Article 15 – Applicable Law and Jurisdiction
Turkish law shall apply. The [Istanbul (Central) Courts and Enforcement Offices] shall have jurisdiction in disputes.

Article 16 –
The addresses of the parties to notification are the addresses in the heading. Unless changes notary/KEP (Registered Electronic Mail), notifications sent to the old address shall be valid.

Article 17 – Separability and Integrity of Provisions
The invalidity of any provision shall not affect the other provisions. The Annexes are an integral part of this Convention.

Article 18 – Effective Date and Number Signed on …/…/20…, in … pages and 2 copies

APPENDICES

• Appendix 1: Project brief and shooting schedule

• Appendix 2: Delivery list and technical specifications (RAW, TIFF/JPEG, resolution, profile, metadata, file naming)

• Appendix 3: Model/Property Release Examples, Information Text & Explicit Consent

• Appendix 4: Fee/payment schedule and bank details

COMPANY
Name: …
Authorized Person: …
Signature/Stamp: …

PHOTOGRAPHER
Name/Title: …
Signature: …