COLLABORATION AGREEMENT: The Mighty Studio x Namesake x Ali Budd Interiors

SUMMARY

SHOOT: October 14, 2026, 10:00 a.m. to 4:00 p.m., at 63 Wingold Ave, Toronto.

FEE: None. The Mighty Studio provides photography, equipment and editing at no cost.

PAYMENT: One Namesake leather jacket of Hailey’s choice, retail value up to $6,000 CAD including customization and alterations. Choice confirmed by October 14. Standard styles delivered by December 31, 2026; custom work on Namesake’s standard production timeline, with the date confirmed in writing at order. If no jacket, Namesake pays a discounted collaboration fee of $6,000 plus HST.

DELIVERY: Edited, high-resolution JPEGs without watermarks, minimum 3 per grouping, by October 23, 2026.

OWNERSHIP: Copyright in the delivered images passes to Namesake and ABI on delivery. Hailey keeps a permanent right to use them and her right to be credited.

CREDIT: Every use, everywhere, forever: “Photos by Hailey York of The Mighty Studio” plus @the.mightystudio. Missed credits on your own channels fixed within 24 hours. Press must receive the credit with every image, and any omission is chased within 24 hours.

RESPONSIBILITY: Namesake and ABI are each responsible for their own obligations, their own use and their own credits.

GIVEAWAY: October or November 2026. Namesake gives an outfit; The Mighty Studio gives a gift card of equal retail value. All three accounts post; entry requires following all three.

LIABILITY: The Mighty Studio carries none. Each Collaborator is responsible for its own people and product.

The full terms below govern.

1. PARTIES AND PURPOSE

This Agreement is between:

  1. The Mighty Studio, owned by Hailey York (the “Photographer”);

  2. The Namesake Inc., operating as Namesake (“Namesake”); and

  3. [ABI full legal entity name], operating as Ali Budd Interiors (“ABI”).

Namesake and ABI are together the “Collaborators”. Each Collaborator is responsible only for its own obligations, its own acts and its own use of the images under this Agreement, and not for the other Collaborator’s. Rosa Halpern signs on behalf of Namesake and Ali Budd signs on behalf of ABI. Each confirms that she has full authority to bind her company to this Agreement.

The parties are collaborating on an editorial shoot and a joint Instagram giveaway designed to grow each party’s audience. Promotion of the Photographer through credit under Section 4 is a central part of what she receives in this exchange. No money is payable to the Photographer except as stated in Section 3. Each party agrees that the exchange of services, goods, promotion and audience access under this Agreement is good and sufficient consideration.

2. SHOOT AND DELIVERABLES

2.1 Shoot. October 14, 2026, 10:00 a.m. to 4:00 p.m., at 63 Wingold Ave, Toronto, Ontario (the “Location”). The shoot ends at 4:00 p.m. Delays caused by the Collaborators, their staff, talent or any third party they bring count toward shoot time.

2.2 What the Photographer provides. Photography, equipment and standard editing, at no fee.

2.3 Shot list and groupings. Before October 14, 2026, the Collaborators will send the Photographer, in writing, the list of looks, sets and groupings, along with any must-have shots. A “grouping” is each look or set on that list, as confirmed on the day of the shoot. The Photographer will make reasonable efforts to capture the must-have shots within the time available.

2.4 Deliverables. Edited, high-resolution JPEG files, with a minimum of three (3) images per grouping, delivered without watermarks. If delays reduce shooting time, the minimum is reduced to what could reasonably be produced in the time actually available.

2.5 Delivery. During the week of October 19, 2026, and no later than October 23, 2026, via Pic-time.

2.6 Collaborators provide. Wardrobe, product, styling, hair and makeup, and all talent, each for its own portion of the shoot. Before the shoot, each Collaborator will deliver to the Photographer signed model releases for every person it brings to be photographed, and confirm it has authority to permit photography of any artwork, furniture, product or design it brings or features.

3. COMPENSATION (BARTER)

3.1 The Jacket. In exchange for the Photographer’s services, Namesake will provide the Photographer with one (1) leather jacket from the Namesake collection, in the style, leather, finish and size of the Photographer’s choosing (the “Jacket”), with a retail value of up to $6,000 CAD, including any customization and alterations.

3.2 Selection. The Photographer will confirm her Jacket selection in writing by October 14, 2026. If her selection exceeds $6,000 CAD in retail value, Namesake will provide a written quote for the difference, and the Photographer may either pay the difference or adjust her selection.

3.3 Delivery. Namesake will deliver the Jacket after the full edited gallery has been delivered under Section 2.5, at no cost to the Photographer, including taxes, alterations and shipping:

  1. Standard styles and leathers: no later than December 31, 2026.

  2. Custom finishes, specialty leathers or add-ons: on Namesake’s standard production timeline, with a delivery date confirmed by Namesake in writing when the Photographer places her order (the “Confirmed Date”).

3.4 Images not affected by timing. A change in the Jacket’s production timeline does not delay, suspend or affect the Collaborators’ ownership and use of the images under Section 5.

3.5 Fee if no Jacket. If the Jacket is not delivered by December 31, 2026 (or by the Confirmed Date, for custom work), Namesake will instead pay the Photographer a fee of $6,000 plus HST within fourteen (14) days of that date. The parties acknowledge that this is a discounted fee specific to this collaboration and not the Photographer’s standard rate, which for comparable work is upward of $1,200 per hour plus HST.

4. CREDIT (MANDATORY)

Credit is a condition of every use of the images, by each Collaborator and anyone it provides images to, in every medium, with no expiry. Each Collaborator is responsible for its own credits.

4.1 Credit line. Every use of any image must carry this credit exactly:

Photos by Hailey York of The Mighty Studio

4.2 Tagging. On every platform that allows tagging (including Instagram posts, carousels, Reels and Stories, Facebook, TikTok, Pinterest and LinkedIn), the post must also tag @the.mightystudio. On carousels, the tag is applied to each image where the platform allows.

4.3 Websites and email. On websites, the credit line must appear next to the images and link to www.themightystudio.ca. In emails and lookbooks, the credit line must appear with the images.

4.4 Ad formats. Where a paid ad format genuinely cannot display a visible credit line, the @the.mightystudio tag or a caption credit is sufficient.

4.5 Channels you control. If a credit or tag is missing from any use on a channel a Collaborator controls (its website, social accounts, email, ads or printed materials), that Collaborator will correct it within 24 hours of notice. Notice by text message or email is sufficient.

4.6 Press and third parties. For every image a Collaborator sends to a press outlet or other third party, that Collaborator must:

  1. include the credit line in the body of the email and in each file name;

  2. explicitly request in writing that the outlet publish the credit as: Photos by Hailey York of The Mighty Studio; and

  3. if the outlet publishes without the credit, send a correction request within 24 hours of learning of it, copying the Photographer.

A Collaborator will not supply images to any outlet that has said it will not credit. If the Collaborator has met items 1 to 3, an outlet’s own failure to publish the credit, or its delay in correcting, is not the Collaborator’s breach.

4.7 No removal. The Collaborators will not crop out, cover or strip any credit or metadata from the images.

4.8 Breach. A failure to correct a missed credit within the times above, or a repeated or wilful failure to credit, is a material breach of this Agreement and an infringement of the Photographer’s moral right to be associated with the images by name. The Photographer may pursue any remedy available at law. Printed materials already distributed before notice do not need to be recalled, but must be corrected in any reprint.

5. OWNERSHIP AND USE OF IMAGES

5.1 Ownership. On delivery of the edited gallery under Section 2.5, the Photographer assigns to Namesake and ABI, as co-owners, the copyright in the delivered images. Each Collaborator may use the delivered images independently, for any purpose and in any medium, including press, editorial, website, social media, email, lookbooks, marketing and paid advertising, without accounting to the other and without any licensing fee. Every use remains subject to Section 4.

5.2 Photographer’s retained rights. The Photographer keeps a perpetual, irrevocable, worldwide, royalty-free right to use the delivered images, and any other images from the shoot, for her own work and promotion, including her portfolio, website, social media, marketing, exhibitions, publications, awards and competitions.

5.3 Moral rights. The Photographer does not waive her moral rights, including her right to be associated with the images by name and her right to the integrity of the images.

5.4 Design use. The Collaborators may add text, logos and layout around or over the images for ads, lookbooks, email and similar marketing. They may crop or resize the images. They may not retouch, recolour, apply filters to, composite or otherwise alter the images themselves, or use them to train any AI system.

5.5 Third parties. If a Collaborator provides, licenses or transfers any image to anyone else, it will require that person to follow Section 4 and Section 5.4, and remains responsible for the credit on any use it supplies.

5.6 Unedited files. Copyright in RAW files, outtakes and any images not delivered stays with the Photographer and is not assigned.

6. GIVEAWAY

6.1 Timing. The giveaway runs in October or November 2026, on dates the parties agree in writing (text message is sufficient).

6.2 Prizes. Namesake provides one outfit from its collection, at its own cost, with a confirmed retail value of $[amount] CAD. The Photographer provides a Mighty Studio gift card of the same value, $[amount] CAD, redeemable under The Mighty Studio’s standard client terms, with no cash value.

6.3 Participation. All three accounts will post and promote the giveaway on the agreed launch date, as a collaborative post where the platform allows. Entry requires following all three accounts. Every giveaway post must meet Section 4.

6.4 Administration. The Collaborators are responsible for the rules, eligibility, winner selection and delivery of the outfit, and for compliance with all applicable laws (including Canadian contest law and any required skill-testing question) and platform rules, including Meta’s promotion guidelines. The Photographer’s only obligations are to post and to provide her prize.

7. CREATIVE CONTROL AND EDITING

7.1 The Collaborators engage the Photographer based on her portfolio, vision and editing style. Subject to Section 2.3, the Photographer has sole discretion over image selection, composition, cropping, editing, and colour or black and white.

7.2 Galleries are curated and are not a complete record of the shoot. All images are delivered as high-resolution JPEG files without watermarks. RAW files and unedited images will never be provided or shown, including during the shoot.

7.3 Additional edits or retouching are billed at $150 per hour plus HST, one hour minimum, paid before work begins. The Photographer may decline requests inconsistent with her style.

7.4 Galleries remain available for six (6) months from delivery. The Collaborators are responsible for downloading their files.

7.5 Dissatisfaction based on subjective preference is not a failure to perform.

8. LIABILITY, INDEMNITY AND CANCELLATION

8.1 Assumption of risk. Each Collaborator assumes full responsibility for itself, its staff, talent, guests, wardrobe, product and property during the shoot, and for any damage it causes at the Location. Each Collaborator is responsible for its own insurance.

8.2 No liability. To the maximum extent permitted by law, the Photographer is not liable for any injury, loss, damage or distress in connection with this Agreement, the shoot, the images or the giveaway, and is not liable for any indirect, consequential or lost-profit damages. The Photographer’s total liability for any claim is capped at the fees paid to her under this Agreement, which the parties acknowledge are $0.

8.3 Indemnity. Each Collaborator, for itself only, will defend, indemnify and hold harmless the Photographer and The Mighty Studio from all claims, losses and legal costs arising from: its own staff, talent, guests, wardrobe or product; its own missing or defective releases or permissions; its role in the giveaway; its own use of the images, or any third party’s use of images it supplied; or its own breach of this Agreement.

8.4 Technical failure. If images are lost or damaged through equipment malfunction, data loss or circumstances beyond her control, the Photographer’s only obligation is reasonable efforts to remedy, which may include rescheduling.

8.5 Cancellation. A minimum of 24 hours’ notice is required to cancel or reschedule. The Photographer may reschedule for illness, emergency or events beyond her control without liability.

8.6 Force majeure. No party is liable for delay or failure caused by events beyond its reasonable control.

9. GENERAL

9.1 This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. The parties submit to the courts in Toronto.

9.2 This is the entire agreement between the parties. Changes must be agreed by all three parties in writing, including by text message.

9.3 Sections 3 through 9 survive the end of this Agreement. The credit obligations in Section 4 and the Photographer’s rights in Section 5.2 and 5.3 continue with no expiry.

9.4 If any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the rest of the Agreement remains in effect.

9.5 This Agreement may be signed electronically and in counterparts.