WORK FOR HIRE AGREEMENT
This WORK FOR HIRE AGREEMENT (hereinafter referred to as the “Agreement”)
is made this ___ day of _____, 2022 (hereinafter referred to as the “Effective Date”),
by and between _____________________ (“Company”) and __________________
(“Contractor”).
WHEREAS the Contractor is in the business of developing programs, and the
Contractor and the Company wish to enter into an agreement to further protect and
preserve the Company’s intellectual property rights and interests;
NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt of which is acknowledged by each party, the parties
hereto, intending legally to be bound, hereby agree as follows:
1. Acknowledgment.
The Contractor has carefully read and considered the provisions of this Agreement
and, having done so, agrees that the provisions hereunder are fair and reasonable
and are reasonably required to protect the interests of the Company and its officers,
directors, stockholders, and Contractors.
2. Non-Disclosure.
The Contractor covenants that he has not and shall not, at any time, from the date of
first being involved with the Company and thereafter, directly or indirectly, use or
commercially exploit for any purpose, disclose, communicate, or disseminate any
Confidential Information without first obtaining the consent of the Company.
3. Acknowledgment and Assignment.
The Contractor acknowledges that all programs now or hereafter existing made or
developed by the Contractor related to the Company are works made in the course
of or as a result of the Contractor’s services with the Company, constitute works for
hire under U.S. copyright law, and the Contractor shall and does hereby irrevocably:
i. Assign to the Company all of his rights, title, and interest in and to all of the
program and all Intellectual Property Rights therein;
ii. Waives any moral rights with respect to the program and all Intellectual
Property Rights therein; and
iii. Acknowledges that the Company owns all Intellectual Property Rights in and
to the program.
4. Assistance to Company.
The Contractor agrees to promptly and fully disclose to the Company any and all
Innovations of which the Contractor becomes aware and, at the request of the
Company, to assist with, execute and deliver all further documents, applications,
declarations, verifications, submissions, transfers and assignments and do all other
things requested by the Company, during and after employment with the Company,
to enable the Company or its nominees to apply for, acquire, prosecute, perfect,
enforce and/or maintain any right, title, and interest in and to the Innovations and all
Intellectual Property Rights therein.
5. Return of Materials.
The Contractor acknowledges that all Company Materials belong exclusively to the
Company, and the Contractor covenants that he shall return to the Company all
originals and copies of such Company Materials in the Contractor’s possession
and/or control, at the request of the Company, or, in the absence of such a request,
upon the termination of the Contractor’s employment with the Company.
6. Term and Termination.
This Agreement shall continue until terminated. This Agreement may, with written
notice, be terminated by either party should the Contractor’s engagement with the
Company terminate.
7. Injunctive Relief.
The parties of this Agreement recognize that a breach by the Contractor of any of the
provisions contained herein would cause irreparable harm to the Company, for which
recovery of monetary damages would be inadequate. Accordingly, the Contractor
agrees that the Company shall be entitled to obtain timely injunctive relief to protect
its rights hereunder in addition to any other legal remedies.
8. Time.
Time shall be of the essence for every term and condition hereof.
9. Severability.
Any provision of this Agreement that is prohibited or unenforceable shall be
automatically amended so that it is enforceable to the maximum extent permissible
under the laws of that jurisdiction without invalidating the remaining provisions
hereof.
10. Governing Law.
This Agreement shall be construed, enforced, performed, and in all respects
governed by and by the laws of the State of _______________.
11. Entire Agreement.
The provisions contained herein constitute the entire agreement between the parties
and supersede all previous communications, representations, expectations,
understandings, and agreements, whether written or unwritten, between the parties
with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
By the COMPANY: –
Signature:
__________________________
Date:
______________________________
Email Address:
_____________________
By the CONTRACTOR: –
Signature:
_________________________
Date:
______________________________
Email Address:
_____________________
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