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Intellectual Property Agreement Contractor
"I need an Intellectual Property Agreement Contractor for a software developer who will be creating a new mobile app for my company, ensuring all code and designs created are owned by us, with work starting in March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement including definitions of IP Rights, Works, and Deliverables
4. IP Rights Assignment: Core provisions regarding transfer and assignment of intellectual property rights from contractor to company
5. Warranties and Representations: Contractor's assurances regarding ownership, originality, and right to transfer IP
6. Confidentiality: Obligations regarding protection of confidential information and trade secrets
7. Further Assurance: Contractor's obligations to assist with IP protection and enforcement
8. Term and Termination: Duration of agreement and circumstances for termination
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. License Back Provisions: Used when contractor needs to retain certain usage rights for portfolio or other specified purposes
2. Moral Rights: Waiver or assertion of moral rights, particularly relevant for creative works
3. Third Party Rights: Provisions regarding third party involvement and rights clearance
4. Non-Compete Clause: Restrictions on contractor's ability to work on similar projects for competitors
5. Payment Terms: Details of any consideration or payment for IP transfer, if not covered in main services agreement
1. Schedule of Works: Detailed description of works and deliverables covered by the IP assignment
2. Schedule of IP Rights: Comprehensive listing of all IP being transferred including patents, copyrights, trademarks, and designs
3. Form of Assignment: Template for formal IP assignment documentation that may need to be executed
4. Payment Schedule: Breakdown of any payments related to IP transfer, if applicable
Authors
Background IP
Confidentiality
Consideration/Payment
Contractor Obligations
Data Protection
Definitions and Interpretation
Delivery and Acceptance
Dispute Resolution
Duration and Termination
Further Assurance
Governing Law and Jurisdiction
Indemnification
License Grants
Limitation of Liability
Moral Rights
Non-Compete
Non-Solicitation
Notices
Parties and Interpretation
Payment Terms
Representations and Warranties
Severability
Third Party Rights
Variation and Waiver
Warranties of Title
Waiver of Rights
Whole Agreement
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