Distributor Photo Authorization

This Photograph License Agreement (“Agreement”) is entered into this day between PortaFab Corporation (“PortaFab”), 18080 Chesterfield Airport Road, Chesterfield, Missouri 63005 (“PortaFab”) and,

1. PortaFab manufactures and sells various fabricated buildings and related products (“Products”) for delivery and installation at purchasers’ desired locations.
   
   
2. Distributor sells and distributes to end users such Products of PortaFab.
   
   
3. Distributor has requested to utilize photographs of PortaFab’s Products in Distributor’s sales and promotional literature and electronic media, including PortaFab’s own photographs of the Products, and PortaFab consents to such use of such photographs in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises, and for other valuable consideration, the receipt of which PortaFab and Distributor each acknowledge, the parties agree as follows:

1. PortaFab hereby grants to Distributor a revocable license to use photographs of PortaFab’s Products in any written or electronic media of Distributor, for the purposes of promoting, advertising, or selling such Products; PortaFab’s grant of such license is conditioned upon the following:
   
   
2. All photos depicting PortaFab’s Products shall acknowledge PortaFab as the manufacturer of such Products;
   
   
3. Distributor represents that Distributor has no past-due monetary amount owed to PortaFab; and,
   
   
4. Distributor does not represent, distribute, or sell any product manufactured by any other company or entity which manufactures similar or competing products as the products manufactured by PortaFab; in the event Distributor is uncertain whether any manufacturer is a direct competitor of PortaFab, Distributor shall inquire of PortaFab.
   
   
5. Distributor acknowledges that, if Distributor allows any balance owed to PortaFab to become past due, or if Distributor represents, distributes, or sells any products manufactured by any direct competitor or PortaFab, this license to use photographs of PortaFab’s Products shall immediately terminate as to all future use or publications of any photos of PortaFab Products, including the right to re-publish or re-transmit existing photographs after such license is terminated.
   
   
6. PortaFab and Distributor agree that any dispute between them concerning this Agreement shall be resolved in the Circuit Court of St. Louis County, Missouri, and both PortaFab and Distributor consent to the exclusive jurisdiction and venue of such court. The prevailing party in any action concerning this Agreement shall recover its reasonable attorneys fees and costs from the nonprevailing party, in addition to any other damages to which the prevailing party may be entitled.
   
   
7. Distributor and PortaFab acknowledge that damages resulting from any breach of this Agreement may be difficult to calculate; accordingly, Distributor agrees that, in the event Distributor violates this Agreement, PortaFab shall be entitled to seek an injunction against such violation in any court of competent jurisdiction, and that no bond shall be required for such action.

Agreement made between, PortaFab Corporation (“PortaFab”) 18080 Chesterfield Airport Road Chesterfield, MO 63005, and;