Employment Content Agreement

Employment Content Agreement

This Employment Content Agreement (the Agreement) is entered into as of by and between Employer Name: with principal address: and Employee Name: , with residence: .

Personal Information

Position Information

Employment History

Education

References

Recitals and Definitions

Whereas the Employee will create, curate or otherwise contribute original content, audiovisual materials, written materials, designs, drafts, data, code and other deliverables (collectively, Content) in the course of employment; and whereas the Employer requires clear ownership and license arrangements for such Content, the parties agree as follows.

For purposes of this Agreement, "Work Product" means all Content, inventions, discoveries, works of authorship, mask works, designs, developments, trade secrets, improvements and other results conceived, authored, or reduced to practice by Employee, alone or jointly with others, during the Term and related to the Employer's business. "Pre-Existing Works" means materials authored by Employee prior to employment and disclosed in writing to Employer at the time of execution.

Assignment of Rights and Work for Hire

Employee hereby assigns and agrees to assign to Employer all right, title and interest worldwide in and to all Work Product, including all copyrights, moral rights to the extent permitted by law, patent rights, trade secret rights and any other proprietary rights. To the extent any Work Product may not be considered a work made for hire under applicable law, Employee hereby assigns all such rights to Employer as set forth in this Agreement.

Moral Rights; Further Assurances

Employee irrevocably waives, to the maximum extent permitted by law, any moral rights or similar rights in Work Product. Employee shall execute and deliver instruments and take such other actions reasonably requested by Employer to evidence, confirm or effectuate the assignment and protection of Employer's rights in Work Product.

Pre-Existing Works and Third-Party Materials

Employee identifies Pre-Existing Works below and grants Employer a perpetual, transferable, royalty-free license to use, modify and incorporate such Pre-Existing Works to the extent necessary for Employer's use of Work Product. Employee shall not incorporate third-party materials into Work Product without prior written authorization; any authorized third-party materials must be accompanied by a license permitting Employer's contemplated uses.

Compensation; Consideration

Employee acknowledges that assignment of rights and other obligations under this Agreement are an express condition of employment and that Employee has received good and sufficient consideration, including compensation, access to Employer resources, and other benefits. Except as expressly set forth in a separate written agreement signed by Employer, no additional compensation shall be due for the assignment of rights in Work Product.

Confidentiality; Use of Name and Likeness

Employee shall maintain as confidential all Confidential Information of Employer and shall not disclose or use such information except as necessary to perform duties for Employer. Employee grants Employer the nonexclusive right to use Employee's name, likeness and biographical information in connection with Work Product, promotional materials and Employer's business, subject to any applicable Employer policies.

Representations, Warranties and Indemnification

Employee represents and warrants that (a) Employee is the sole author of Work Product (except where otherwise identified), (b) Work Product does not infringe or misappropriate any third party's rights, and (c) Employee has authority to enter into this Agreement. Employee shall indemnify and hold Employer harmless from all losses, liabilities, damages and expenses arising from breach of these representations.

Term; Survival; Governing Law

This Agreement shall commence on the Effective Date and continue for the duration of Employee's employment and thereafter for so long as Employer retains rights in Work Product. Provisions concerning assignment of rights, confidentiality, indemnification and governing law shall survive termination. This Agreement shall be governed by the laws of the state identified in the Notices section below, without regard to conflict of law principles.

Notices

Legal Disclosures

At-Will Employment: Nothing in this Agreement shall be construed to alter Employee's at-will employment status; either Employee or Employer may terminate employment at any time, with or without cause, unless a separate written employment contract states otherwise.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics under applicable law.

I acknowledge receipt and understanding of the At-Will and Equal Opportunity statements:

Applicant Certification & Authorization

I certify that all information provided in this Agreement, including Personal Information, Employment History and Education, is true, complete and correct. I understand that false statements or omissions may be grounds for disciplinary action, up to and including termination.

I authorize Employer and its agents to contact my former employers, references and other persons and organizations to obtain information about my background, employment history and qualifications, and to conduct background checks as permitted by applicable law.

Miscellaneous

Amendment: This Agreement may be amended only by a writing signed by both parties. Severability: If any provision is held invalid, the remaining provisions shall remain in full force. Assignment: Employer may assign this Agreement and related rights without Employee's consent; Employee may not assign his or her obligations without Employer's prior written consent.

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