A "Work Made for Hire" clause stipulates that any work created by an employee within the scope of their employment, or certain commissioned works falling under specific categories, is automatically owned by the employer or commissioning party from the moment of creation. This ensures that the entity paying for the work retains all intellectual property rights, rather than the individual creator.
a)Work Made for Hire. To the extent that the Services include any work of authorship entitled to protection under U.S. Copyright Law that has been newly created by Consultant for the purposes of this Agreement ("Work Product"), the parties agree that the Work Product has been specially ordered and commissioned by Arhaus for a collective work, a supplementary work or other category of work eligible to be treated as a work made for hire under the United States Copyright Act; the Work Product shall be deemed a commissioned work and a work made for hire to the greatest extent permitted by law; and Arhaus shall be the sole author of the Work Product according to the United States Copyright Act;
2.2.Works for Hire; Assignment. Consultant acknowledges that all work emanating from Consultant’s performance of the Services hereunder that falls within a category of “work made for hire,” as that term is defined in the U.S. Copyright Act, shall be considered “work made for hire” (collectively, “Work Made For Hire”), with all copyrights in such Work Made For Hire being owned solely by the Company. Consultant shall assist the Company (at the Company’s expense) in obtaining, enforcing and maintaining the Company’s rights in and to all Work Made For Hire. To the extent any or all of the Company Intellectual Property does not qualify as Work Made For Hire, Consultant hereby assigns to the Company all right, title and interest, including any present or future interest, any associated patent, copyright and any other intellectual property or proprietary right, in and to all Company Intellectual Property. This assignment includes, without limitation, all rights under U.S. Copyright Act Section 106, i.e., to reproduce the work, prepare derivative works, distribute copies of the work to the public by sale, transfer of ownership, rental, lease, or lending, perform the work publicly or display the work publicly.
3. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Company under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Company. Service Provider agrees, and shall cause its employees (collectively, “Service Provider Personnel”) to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Company. To the extent that any of the Deliverables do not constitute a “work made for hire,” Service Provider hereby irrevocably assigns, and shall cause the Service Provider Personnel to irrevocably assign to Company, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Service Provider shall cause Service Provider Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Service Provider Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
Developer will perform for Client, as a “work made for hire”, the services for the development, improvement and finalization of the “Psychologist-24” mobile software application for iOS devices and Android OS devices, that are more particularly described in any schedules, invoices, purchase order or statements of work (“hereinafter all referenced as “Schedules”) that the parties have executed, or may execute from time to time, which shall be and are hereby incorporated by reference and made a part of this Agreement. Any and all services and/or Schedules performed by Developer (hereinafter referred to as “Work”), may include, but are not limited to, the development and/or the delivery of "Psychologist-24" software and application, technologies, materials, inventions, ideas, designs, concepts, techniques, discoveries, or improvements created by Developer. Developer is not obligated to perform any Work, and Client has not contracted for any Work, unless and until a Schedule is executed by both parties. Both parties agree the requirement of a written signed Schedule is satisfied upon either (a) Developer and Client’s signing a Schedule, or (b) Developer’s commencing Work described in an electronic Schedule or purchase order transmitted by an authorized and designated Client employee. In the event that Developer performs and Client pays for any services without having executed a Schedule or any other written agreement applying to such services, then such services will constitute Work under this Agreement and will be governed by the terms and conditions of this Agreement. Developer agrees to deliver final software application (and all source code and object code related thereto) to Client no later than thirty (30) months for the amount of $55,000 shall be due and payable in full thirty (30) months from the date hereof.
1. SERVICES. Developer will perform for Client, as a “work made for hire”, the development of a food delivery application for iOS devices and Android devices, that are more particularly described in any schedules, invoices, purchase order or statements of work (“hereinafter all referenced as “Schedules”) that the parties have executed, or may execute from time to time, which shall be and are hereby incorporated by reference and made a part of this Agreement. Any and all services and/or Schedules performed by Developer (hereinafter referred to as “Work”), may include, but are not limited to, the development and/or delivery of any software, applications, technologies, materials, inventions, ideas, designs, concepts, techniques, discoveries, or improvements created by Developer. Developer is not obligated to perform any Work, and Client has not contracted for any Work, unless and until a Schedule is executed by both parties. Both parties agree the requirement of a written signed Schedule is satisfied upon either (a) Developer and Client’s signing a Schedule, or (b) Developer’s commencing Work described in an electronic Schedule or purchase order transmitted by an authorized and designated Client employee. In the event that Developer performs and Client pays for any services without having executed a Schedule or any other written agreement applying to such services, then such services will constitute Work under this Agreement and will be governed by the terms and conditions of this Agreement. Developer agrees to deliver final software applications (and all source code and object code related thereto) to Client no later than 3 months after receiving the $5,000 payment, described in Section 5, to commence activities related to the Work described in the Schedule.
11. Work Made for Hire. The Strategic Consultant agrees that the Services, including all tasks, duties, results, inventions and intellectual property developed or performed pursuant to this Agreement, are considered "work made for hire" as defined in 17 U.S.C. Section 101, and that any such work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future. In the event that any work created by the Strategic Consultant does not qualify as a work made for hire, the Strategic Consultant hereby irrevocably assigns and agrees to assign, without additional consideration, all right, title and interest in and to all such works, whether currently existing or created or developed later, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future, effective immediately upon the inception, conception, creation or development thereof. The Strategic Consultant shall (a) disclose promptly to the Company all works in connection with this Agreement, and (b) whether during or after the term of this Agreement with the Company, upon the reasonable request of the Company, agree to execute any and all documents prepared by the Company and to do all other lawful acts reasonably requested by the Company as may be required to establish, document, and protect such rights.
10. Work Made for Hire, Copyright. Clinical Advisor agrees that all works of authorship created by Clinical Advisor under this Agreement, including but not limited to reports, drawings, models, specifications, software code, notes and memoranda (collectively, the “Work”), shall be deemed to be “work made for hire” and that Accelerate, as the entity for which the Work is prepared, shall own all right, title and interest in and to the Work, including the entire copyright in the Work. Clinical Advisor further agrees that to the extent the Work or any part of the Work is not “work made for hire,” Clinical Advisor agrees to assign, and hereby assigns, to Accelerate, ownership of all right, title and interest in and to the Work or such part thereof, including the entire copyright in the Work or such part thereof. Clinical Advisor agrees to execute all assignments and other instruments and documents necessary for Accelerate to perfect its ownership of its rights in the Work. No copyright license is granted to Clinical Advisor either expressly or by implication, estoppel or otherwise. To the extent any pre-existing materials are contained in the Work, Clinical Advisor agrees to grant, and hereby grants, to Accelerate an irrevocable, non-exclusive, worldwide, royalty-free copyright license to such preexisting materials.
3.Work-Made-for Hire. (a)All right, title and interest in any and all writings, ideas, inventions, know-how, designs, improvements or other property created during Consultant’s consulting relationship relating in any way to the assets, business or operations of the Company, constituting copyrights, patents, trademarks, service marks and related rights or other forms of proprietary rights or information (regardless of whether any such copyrights, patents, trademarks and service marks or other rights have or may be registered) that are created, adapted or improved by Consultant (whether alone or in conjunction with any other person or employee), and all material created during Consultant’s consulting relationship that includes any of the foregoing (collectively, “Covered Material”), shall be owned by the Company and to the extent that it includes copyrightable subject matter, shall be deemed a work made for hire for the Company within the meaning of the United States Copyright Act of 1976 and for all other purposes. If any Covered Material is deemed not to be work made for hire, such Covered Material is hereby assigned by Consultant to the Company and Consultant shall not have or claim to have, under this Agreement or otherwise, any right, title or interest of any kind or nature whatsoever in such Covered Material. (b)The Company shall have the right to apply for and obtain registrations in the United States Copyright Office and the United States Patent and Trademark Office, in its own or its designee’s name, of its rights in any or all of the Covered Material. If for any reason the rights in any Covered Material are registered, or applied to be registered, in Consultant’s name, Consultant shall assign in writing such application or registration to the Company and hereby authorizes and appoints the Company its agent for the purpose of recording such assignment. (c)Whenever the Company shall so request, whether during or after Consultant’s consulting relationship, Consultant shall execute, acknowledge and deliver all applications, assignments or other instruments; make or cause to be made all rightful oaths; testify in all legal proceedings; communicate all known facts which relate to such works, copyrights, inventions, ideas, discoveries, designs and improvements; perform all lawful acts and otherwise render all such assistance as the Company may deem necessary to protect the Company’s interest therein including any assistance which the Company shall deem necessary in connection with any proceeding or litigation involving the same. The Company shall reimburse Consultant for all reasonable out-of-pocket costs (such as travel, meals, and lodging), incurred by Consultant in rendering any such assistance requested by the Company pursuant to this Section.
5. Work Product. 5.1. Ownership. Consultant will promptly and fully disclose in confidence to Voyager any and all inventions, discoveries, improvements, ideas, concepts, designs, processes, formulations, products, computer programs, works of authorship, databases, mask works, trade secrets, know-how, information, data, documentation, reports, research, creations and other products (whether or not patentable or subject to copyright or trade secret protection) arising from or made in the performance of the Services, whether solely by Consultant or jointly by Consultant and Voyager’s employees, contractors, and/or agents (collectively, the “Work Product”). The Work Product shall constitute a “work made for hire” for the purposes of United States copyright laws, except to the extent that it cannot legally constitute a “work made for hire.” Consultant hereby assigns to Voyager any and all of Consultant’s rights, title and interest, throughout the world, in and to any and all Work Product that cannot legally constitute a “work made for hire” for the purposes of United Sates copyright laws, except to the extent that such Work Product is not legally assignable. To the extent that any such Work Product cannot by law constitute a “work made for hire” and is not otherwise legally assignable, Consultant grants to Voyager an exclusive (even as between Voyager and Consultant), royalty-free, fully paid-up right and license to practice, use, and exploit such Work Product for any and all purposes. Consultant understands that the provisions of this Agreement requiring assignment do not apply to any invention which is subject to and qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B).
(f)Intellectual Property. Grantee agrees that the following, without limitation, belongs to and shall be the sole intellectual property of the Company: all inventions, improvements, products, designs, specifications, original works of authorship, trademarks, service marks, trade dress, discoveries, formulas, algorithms, processes, models, software or computer programs (including any modifications), data processing systems, analyses, data, techniques, trade secrets, know-how, ideas, creations, or work product (regardless of whether it contains Confidential or Proprietary Information or trade secrets), and any applications and registrations thereto, conceived, developed, made or improved on by Grantee: (i) in the course of employment with or work for a Cowen Inc. Company; or (ii) with the use of a Cowen Inc. Company’s time, material or facilities in any way related to or pertaining to or connected with the present or anticipated business, development, work or research of a Cowen Inc. Company (“Work Made for Hire”). The Company shall exclusively own all rights, title and interest in any Work Made for Hire, and shall be the author for all purposes under copyright law. Grantee hereby assigns such Work Made for Hire to the Company and agrees, without further compensation or consideration, to immediately take such actions to effect such assignment as may be requested by the Cowen Inc. Company. If any intellectual property is not deemed a Work Made for Hire, or if Grantee, by operation of law, is deemed to obtain any rights to the Work Made for Hire, Grantee shall irrevocably assign to the Company, without further compensation or consideration, your entire right, title, and interest in and to the intellectual property. Grantee further agrees not to impermissibly reproduce, copy, display, distribute, forward, plagiarize, or use (whether in hardcopy or electronically, including via e-mail) any Third Party Copyrighted Materials in violation of any license, subscription agreement, or law. “Third Party Copyrighted Materials” are copyrighted works, other than those of a Cowen Inc. Company including, but are not limited to, printed articles from publications; electronic articles and reports in online publications; database content; websites; streaming media; musical compositions, mobile apps; online videos; movies; sound recordings, including in digital form such as downloads and streams; images; presentations; training materials; manuals; documentation; computer programs, software programs, and blogs.
3. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Customer. Service Provider agrees, and shall cause its employees (collectively, “Service Provider Personnel”) to agree, that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” for Customer. To the extent that any of the Deliverables do not constitute a “work made for hire,” Service Provider hereby irrevocably assigns, and shall cause the Service Provider Personnel to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Service Provider shall cause Service Provider Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Service Provider Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
D. Work Made for Hire. Employee expressly acknowledges and agrees that all discoveries, inventions, processes, designs, plans, writings, creations, programs, product improvements, materials, Confidential Information, and Trade Secrets, whether of a technical nature or not, made or developed by Employee alone or in conjunction with any other person or entity during the course of Employee’s employment with Aflac, which relate to or affect the business of Aflac (“Work Made for Hire”), shall be the sole and exclusive property of Aflac. Employee expressly agrees to disclose and release all such Work Made for Hire and all information regarding the same to Aflac. Employee shall assign all rights, title, and interest in any such Work Made for Hire to Aflac. Employee agrees that Employee will not use or disclose Aflac’s Work Made for Hire to benefit a person or business that competes with Aflac, a client of Aflac, an individual or other entity, without the express, written permission of Aflac. Employee hereby irrevocably assigns all such Work Made for Hire to Aflac and agrees to execute and deliver promptly to Aflac such assignments and other written instruments, and to do such other acts as may be required to patent, copyright or otherwise protect such Work Made for Hire and to invest the entire right, title and interest in such Work Made for Hire in Aflac.
11. Work Made for Hire. The Strategic Consultant agrees that the Services, including all tasks, duties, results, inventions and intellectual property developed or performed pursuant to this Agreement, are considered "work made for hire" as defined in 17 U.S.C. Section 101, and that any such work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future. In the event that any work created by the Strategic Consultant does not qualify as a work made for hire, the Strategic Consultant hereby irrevocably assigns and agrees to assign, without additional consideration, all right, title and interest in and to all such works, whether currently existing or created or developed later, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property and proprietary rights related thereto, whether existing now or in the future, effective immediately upon the inception, conception, creation or development thereof. The Strategic Consultant shall (a) disclose promptly to the Company all works in connection with this Agreement, and (b) whether during or after the term of this Agreement with the Company, upon the reasonable request of the Company, agree to execute any and all documents prepared by the Company and to do all other lawful acts reasonably requested by the Company as may be required to establish, document, and protect such rights.
(b) Works Made for Hire. Consultant acknowledges and agrees that Consultant is and has been retained by the Company to create work product and on a work-made for-hire basis for the Company. In this regard, the Company, and not Consultant, is the sole and exclusive owner of authorship and ownership of all right, title and interest in and to any part of the work product, and any portion of the fruit, proceeds, lay-outs, story boards, slogans, designs, flow charts, etc., created, written, developed, finished, produced, disclosed or acquired by Consultant, alone or in collaboration with others, during Consultant’s engagement with the Company (collectively, the “Work Product”) and any portion of the Intellectual Property are deemed to vest in or be owned by the Company as a work-made-for-hire or by operation of law or otherwise. Notwithstanding the foregoing, upon the termination of the Agreement or earlier termination, the Company has the right to use any Work Product, Property Rights, and Intellectual Rights in perpetuity. Insofar as the authorship and ownership of all right, title and interest in and to any part of the Work Product and any portion of the Intellectual Property are not deemed to vest in or be owned by the Company as a work-made for-hire or by operation of law or otherwise, Consultant agrees to and hereby does assign, sell, transfer, grant and convey to the Company (without the necessity of any further consideration, documentation or further acts by either party) the entirety of whatever right, title and interest Consultant has in the Intellectual Property. At the Company’s request, Consultant shall execute any documents reasonably required by the Company to confirm, establish, record, file applications for, renew or maintain the Company’s rights and ownership in the Intellectual Property worldwide and will cooperate fully with the Company in connection with any or all of these efforts. The Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended, such that all copyrights in such work product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of the Company. If, for any reason, the Work Product does not qualify as “work made for hire,” Consultant is deemed to have hereby irrevocably sold, assigned and transferred to the Company all such copyrights.
8. Work Made For Hire; Disclosure of Works and Inventions/Assignment of Patents. (a) Work Made For Hire. Executive further recognizes and understands that Executive's duties at the Company may include the preparation of materials, including without limitation written or graphic materials, and that any such materials conceived or written by Executive shall be done as "work made for hire" as defined and used in the Copyright Act of 1976, 17 U.S.C. §§ 1 et seq. In the event of publication of such materials, Executive understands that since the work is a "work made for hire", the Company will solely retain and own all rights in said materials, including right of copyright. In the event that any of such works shall be deemed by a court of competent jurisdiction not to be a "work made for hire," this Agreement shall operate as an irrevocable assignment by Executive to the Company of all right, title and interest in and to such works, including, without limitation, all worldwide copyright interests therein, in perpetuity. The fact that such copyrightable works are created by Executive outside of the Company's facilities or other than during Executive's working hours with the Company shall not diminish the Company's right with respect to such works which otherwise fall within this paragraph. Executive agrees to execute and deliver to the Company such further instruments or documents as may be requested by the Company in order to effectuate the purposes of this paragraph.
a. Manager's Result & Proceeds: All of Manager's workproduct and efforts are deemed "work made for hire" on behalf of Production Company and for the ultimate benefit of PRODUCTION COMPANY. And to the extent any such workproduct is not deemed work made for hire, Manager grants to Member/Financer exclusively and perpetually, all now or hereafter existing rights of every kind and character whatsoever, and the complete unencumbered title throughout the universe in and to: (a) Manager's Services pursuant to this Agreement; and (b) any and all results and proceeds thereof, including without limitation, any and all literary, dramatic and musical material, suggested or otherwise contributed by Manager hereunder, and Member/Financer shall be the sole and exclusive owner of Manager's original ideas, ifany, incorporated into the Picture and all copyrights (and extensions and renewals thereof) in all of the foregoing ("Proceeds"), and Member/Financer shall have the exclusive right in perpetuity to use, exploit, advertise, promote, market, exhibit and otherwise turn to account any or all of the foregoing in any and all media and end user devices, whether now known or hereafter devised, throughout the universe, in all languages, as Member/Financer, in its sole discretion, shall determine, whether in connection with the Picture or in connection with any of Member/Financer's products or services (or the products and services of Member/Financer's assignees or licensees), and the right to use any or all of the foregoing in connection with merchandise, sound recordings, commercial and promotional tie-ins and any partnership marketing campaigns, provided, however, that in no event shall Manager be depicted as endorsing any product, commodity or service without Manager's prior written consent and pursuant to good faith negotiations with Manager for such endorsements. Any such Proceeds contributed by Manager are intended by Manager and Member/Financer to be a "work made for hire" by the Manager pursuant to Section 201 of Title 17 of the United States Code. In the event any such Proceeds are determined not to be a "work made for hire," then Manager hereby exclusively and irrevocably assigns to Member/Financer in perpetuity, all rights (including without limitation, all copyrights and renewals and extensions thereof) in and to such Proceeds. The termination of this Agreement for any reason shall not affect Member/Financer's ownership of the Proceeds of Manager's Services hereunder or alter any warranty, representation, covenant or undertaking on the part of Manager hereunder.
8.Work Made for Hire. Employee hereby agrees that all work, including software programs, databases, developments, designs, inventions, improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee makes or conceives, either solely by Employee or jointly with others and either on or off the Employer’s premises, relating to any actual or planned product, service or activity of Employer of which Employee has knowledge or suggested by or resulting from any work performed by Employee for Employer (a “Development”) shall be considered to be “work made for hire” under the U. S. Copyright Act, 17 U.S.C., Paragraph 101, et seq., and shall be owned exclusively by Employer. In the event that any such Development, or portion thereof, is not construed to be a work made for hire, Employee hereby assigns to Employer, and will in the future upon Employer’s request, confirm such assignment to Employer, of all right, title and interest in such Development or portion thereof.
“Work made for hire” refers to a concept in U.S. copyright law where an employer, and not the employee, is considered the legal author of a created work. This means that the employer holds the copyright to the work, even though it was created by an employee or an independent contractor under certain conditions.
You should use the “work made for hire” concept when:
To write a “work made for hire” clause, you need to include specific language in your employment or contractual agreement. A typical clause might look like this:
“Work Made for Hire: The parties agree that any work prepared by the contractor within the scope of this agreement shall be considered ‘work made for hire’ as defined by U.S. copyright law. All rights, title, and interest in any such work shall vest exclusively with the company.”
Be sure to verify the specific legal requirements and consult with a legal professional to ensure the clause is enforceable.
Contracts that typically contain “work made for hire” clauses include:
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A work order clause outlines the specific tasks, responsibilities, and deliverables that a service provider is contracted to perform under the terms of an agreement. It serves as an essential document in managing and tracking the execution and progress of work related to the contract.
The "Work Product Ownership" clause stipulates that any work products, deliverables, inventions, or materials created by a contractor during the course of a project are the exclusive intellectual property of the hiring party. This clause ensures that the hiring party holds all rights, including copyrights and patents, to the work produced under the agreement.
A "Working Hours" clause typically outlines the agreed-upon days and times an employee is expected to work, including any provisions for overtime, breaks, and flexibility. It serves to set clear expectations for both the employer and employee regarding work schedules and helps ensure compliance with applicable labor laws.
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