Work Made for Hire Agreement

Work Made for Hire Agreement

Agreement made on the day of , 20 between

of

referred to herein as Owner, and

of

referred to herein as Designer.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Owner has specially commissioned Designer to create the materials described in Exhibit A attached to this Agreement (the Work).

2. Designer agrees and acknowledges that the Work is a work made for hire, as that term is defined in Section 101 of Title 17 of the United States Code (the Copyright Act). As a work made for hire, the Work is the sole property of Owner. Owner has the unlimited and unrestricted right to reproduce the Work, to distribute the Work, to create derivative materials based on the Work, to publicly display the Work, to publicly perform the Work, and to transmit the Work digitally or by any other means.

3. If all or part of the Work is, for any reason, deemed not to be a work made for hire, Designer agrees to execute all documents necessary to transfer to Owner the ownership of any and all rights Designer may have in the Work, including but not limited to copyrights.

4. To the extent that Designer has any moral rights or similar rights in the Work, under the law of any jurisdiction, Designer waives those rights. In particular, Designer waives any right to have the Work attributed to Designer or to prevent the Work from being modified, edited, transformed, or otherwise adapted as Owner may deem necessary.

5. Designer agrees to deliver the completed Work to Owner no later than (Date)

The Work will be delivered in the following format:

6. Designer acknowledges that Designer acted as an independent contractor in creating the Work and that Designer is not an employee or agent of Owner.

7. As consideration for the Work, Owner will pay Designer $ payable as follows:

8. Except for material in the public domain or obtained with permission from its owner, Designer represents and warrants that each element of the Work is original material created by Designer. Designer further represents and warrants that the Work does not infringe the copyright, trademark, patent, moral rights, right of privacy, or right of publicity of any third party or contain any defamatory material.

9. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

10. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

11. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

14. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

17. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.