Tuesday, August 1, 2017

Basic IP Ownership Agreement

This template can be used when you give some materials to the other party that performs services for you.  For example, you are a graphic designer and you send files to photo editors, animators, etc. Or, you are an IT business that sends portions of code to your freelancer abroad for inclusion in the final work product. So, this Agreement ensures that you retain all rights to the materials you share and the other party cannot use them for its own purposes.

This Agreement is  made effective as of _________________ (“Effective Date”) between  ______________________________(“Owner”);  and  _______________________ ________________________________________________                (“Recipient”). In consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       MATERIALS
A.                  Owner will provide to Recipient ____________________________ (collectively, “Materials”) for the purpose of _____________________.
B.                  Recipient agrees to refrain from copying, using, showing, selling, or offering for sale any and all of said Materials, other than at the request of Owner. Recipient agrees to keep confidential and refrain from disclosing the methods by which the Owner created the Materials.
C.                  Recipient  acquires no ownership or license rights to Materials under this Agreement.  All documentation and communications related to Materials and all  reproductions thereof shall  at all  times remain  the sole property of Owner and shall promptly be destroyed or returned by Recipient upon request.

A.                  All products and results of Recipient’s services that involve the Materials (the "Work") are works made for hire. Recipient acknowledges and agree that the  Work  (and  all  rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of Owner.
B.                  Recipient hereby  assigns  and  transfers  to Owner, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from,  or  incorporating  the Work; all income, royalties, damages, claims and payments now or hereafter due or payable     with respect thereto; all causes of action, either in law or  in  equity for  past, present, or  future infringement based on the copyrights; and all rights corresponding to the foregoing throughout  the world. Recipient agrees to execute all papers and to perform such other proper acts as Owner may deem necessary to secure for Owner or its designee the rights herein assigned.

3.       GENERAL
A.      Specific Performance. Recipient  agrees  that, should Recipient breach any of  the promises contained in  this Agreement,  Owner would suffer irreparable harm and Owner would be without adequate remedy at law and that Owner may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by Owner for Recipient’s breach of this Agreement.
B.      No Waiver.  Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party's right thereafter to demand compliance therewith  or  with  any  other  provision.  A party shall not be deemed to have waived any rights hereunder unless such waiver  is  in writing  and signed by a duly authorized officer  of the party making such waiver.
C.      Severability.  Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.
D.      Merger. Recipient agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties.
E.       Choice  of Law. This Agreement shall be governed by, construed,  and  enforced  in  accordance  with  the  laws  of  _________________.  Any dispute involving the  terms  or  conditions of  this  Agreement shall be brought in the courts located in ______________________.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

By: ____________________
Name/Title: _____________

By: _________________________
Name/Title: ___________________
Date: _________________________