Business WMIT Template

Business WMIT Template

This Work Made for Hire and Intellectual Property Transfer Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: with Address: , and Contractor Name: with Address: .

WHEREAS

WHEREAS, Client wishes to commission certain services and deliverables described herein and Contractor represents that Contractor has the skill and experience to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties intend that the work performed by Contractor that results in deliverables shall, to the fullest extent permitted by law, be treated as work made for hire and that all right, title, and interest in and to such deliverables and related intellectual property shall be owned by Client.

WHEREAS, the parties desire to set forth their respective rights and obligations regarding performance, payment, confidentiality, and transfer of intellectual property.

SCOPE OF WORK

Deliverables shall include but are not limited to the items described above and any ancillary materials reasonably necessary for Client to exploit the deliverables. Contractor shall perform all services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

All payment amounts shall be payable in U.S. Dollars and are exclusive of applicable taxes. Payments shall be made within the timeframes described in the Payment Schedule. Unless otherwise agreed in writing, payments not received within days of invoice date shall be deemed late.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Contractor shall deliver to Client all completed deliverables and work in progress and Client shall pay Contractor for services performed and authorized expenses incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that (i) was known to Recipient without restriction prior to disclosure, (ii) becomes publicly available through no fault of Recipient, (iii) is rightfully received from a third party without confidentiality obligations, or (iv) is independently developed by Recipient. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND ASSIGNMENT

Contractor acknowledges and agrees that the parties intend the deliverables and any work product first created, conceived, or reduced to practice by Contractor under this Agreement to be "work made for hire" as defined under copyright law. To the extent any such deliverable or work product does not qualify as work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such deliverables and all associated intellectual property rights, including copyrights, patents, moral rights, and trade secrets.

Contractor hereby waives and agrees not to assert any moral rights in the deliverables. Contractor shall execute and deliver such instruments and take such further actions as Client may reasonably request to effectuate and record Client's ownership of the deliverables and intellectual property rights.

WARRANTIES, INDEMNITY, AND LIMITATION OF LIABILITY

Contractor represents and warrants that (a) Contractor has the full power and authority to enter into this Agreement, (b) the deliverables will be original to Contractor and will not infringe the intellectual property or other rights of any third party, and (c) Contractor will perform services in a professional manner in accordance with applicable industry standards.

Contractor shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Contractor's breach of the foregoing warranties or from Contractor's negligence or willful misconduct. EXCEPT FOR A PARTY'S OBLIGATIONS FOR BREACH OF CONFIDENTIALITY, INFRINGEMENT, OR INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of state and federal courts located in that state for any dispute arising under this Agreement.

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or modification of this Agreement will be binding unless made in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a sale of substantially all of Client's assets.

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