INTELLECTUAL PROPERTY ASSIGNMENT

This Intellectual Property Assignment (this No rights of any kind are reserved to or by Photographer
“Assignment”) is entered into as of / / or shall revert to Photographer who expressly waives
by and between SG Services, Inc. (“SG”) and any rights of attribution or integrity.

3. Consideration. Subject to Photographer’s fulfillment

(“Photographer”). WHEREAS, Photographer shot of Photographer’s obligations herein, SG shall provide
and owns certain photos identified in Section 1 below Photographer with a free three (3) month membership
and Photographer has agreed to assign all rights, to the SG website upon the full execution of this
title, and interest in and to such photos to SG. NOW, Assignment.
THEREFORE, in consideration of the terms and the
mutual promises herein and for other good and valuable 4. Representations and Warranties. Photographer
consideration, the receipt and sufficiency of which are represents and warrants that: (i) Photographer solely
hereby acknowledged, SG and Photographer hereby created the Photos; (ii) Photographer has good and
agree as follows: valid title to the Photos, free and clear of all liens,
claims, charges, claims of co-ownership, claims of
1. Photos. Photographer shot and owns the infringement, restrictions and encumbrances; (iii) all
following photos: clearances, releases, permits and consents necessary
for SG’s use of the Photos have been obtained and that
Number of photos in photoset: the use of any Photos does not (and will not) infringe,
misappropriate or otherwise violate the rights of any
Description of photoset: person or entity; (iv) that Photographer has (and will)
complied with all applicable international, federal, state,
and local laws, regulations and rules (including, without
limitation, obtaining and retaining such documentation
from any person depicted in any Photos as is required
by such laws, rules or regulations to verify such
person’s identity, age and consent to be included in the
Full name of model(s) appearing in photoset: Photos) and that all Photos comply with such laws, rules
and regulations.

Date photos were submitted to SG: 5. Confidentiality. Without prior written consent of
The above photos shall be referred to herein
as the “Photos”.
2. Assignment. Without reservation or limitation,
Photographer hereby irrevocably transfers, sells,
assigns, delivers and conveys to SG all rights, title and
interest in and to the Photos as of the moment of the
Photos creation and all rights, title and interest in and
to the Photos in any format (e.g., paper or electronic)
and all corresponding negatives or other component
parts, whether or not delivered to SG. Photographer
also grants SG its affiliates, agents, successors,
licensees and assigns a worldwide, perpetual, royalty-
free, irrevocable, fully paid up right and license to use
Photographer’s name in connection with any Photos.
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SG, except to the extent required by an order of a court
having competent jurisdiction, or under subpoena from
a governmental body or agency, Photographer shall
not disclose any trade secrets, proprietary information,
customer lists, information regarding product
development, marketing plans, financial records, or
other financial, commercial, business, or technical
information or records relating to SG, including but not
limited to the terms of this Assignment (collectively,
“Confidential Information”), to any third person, unless
such Confidential Information has been previously
disclosed to the public by SG or is in the public domain
(other than by reason of Photographer’s breach of this
Assignment or by a third party’s violation of its obligation
of confidentiality).
 6. Indemnity. Photographer shall indemnify and hold upon and shall inure to the benefit of the parties to
harmless SG and its affiliates, employees, officers, this Assignment and their respective successors
directors, shareholders, licensees and agents from and and assigns and constitutes the entire agreement
against any damages, losses, costs, liabilities and/or between the parties and supersedes all prior and
expenses (including attorneys’ fees) which SG or such contemporaneous negotiations and agreements
other party may incur as the result of any demand, regarding the subject matter in the Assignment. No
claim, suit, action or proceeding made or brought amendment to or modification of this Assignment will
against SG or such other party and based directly or be valid and binding unless in writing signed by both
indirectly on: (i) any Photos; (ii) the acts or omissions parties. This Assignment shall be governed by and
of Photographer; or (iii) Photographer’s breach of this construed under the laws of the State of Oregon and
Assignment. the parties hereby consent to the exclusive jurisdiction
of and venue in the courts sitting in Portland, Oregon.
7. Non-Competition. Photographer agrees that for
two (2) years after the full execution of this Assignment, The parties have executed this Assignment to be
Photographer will not directly or indirectly: (i) sell or effective as of the date first written above.
otherwise provide Internet, photographic, video, film,
audio, text, design, artistic or other creative content AT THE TIME THAT PHOTOGRAPHER SIGNS THIS
to any “SG Competitor”; or (ii) own, manage, operate, ASSIGNMENT, PHOTOGRAPHER AGREES THAT
join, control, finance or participate in the ownership, PHOTOGRAPHER IS EIGHTEEN (18) YEARS OF
management, operation, control or financing of, or be AGE OR OLDER.
connected as an officer, director, employee, partner,
member, principal, agent, representative, consultant “Photographer”
or otherwise, to any “SG Competitor”. “SG Competitor”
means any person, entity or organization other than SG
that competes with SG, including but not limited to any
SIGNATURE
person, entity or organization that creates, develops,
manufactures, produces, distributes, markets, licenses
or sells events, products or services that compete with PRINTED NAME
SG.
DATE
8. Non-Solicitation. Photographer agrees that for two
(2) years after the full execution of this Assignment,
Photographer will not hire (as an employee, agent
or consultant) any employee, advisor or consultant
“SG” [OFFICE USE ONLY]
of SG or directly or indirectly seek to persuade any
employee, advisor or consultant of SG to discontinue
his or her relationship with SG or to become involved
with any business which is a SG Competitor, nor will SIGNATURE
Photographer assist anyone else to engage in any of
the foregoing.
PRINTED NAME

9. MISCELLANEOUS. Photographer is an independent

contractor and nothing contained in this Assignment TITLE
shall be construed to establish an employer/employee,
partnership, agency or a joint venture relationship
DATE
between Photographer and SG. Photographer shall
acquire no right to use, and shall not use without SG’s
express prior written consent, any SG intellectual
property. For two (2) years after the full execution of
this Assignment, Photographer agrees not to disparage
SG in any manner. This Assignment shall be binding

10/22/07