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.
INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT
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.
2.
INTELLECTUAL PROPERTY
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.
|
OWNER:
By: ____________________
Name/Title: _____________
Date:_____________________
|
RECIPIENT:
By: _________________________
Name/Title: ___________________
Date:
_________________________
|
