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.
19. Confidentiality and Work Product Ownership. Concurrently with execution and delivery of this Agreement and in consideration of your employment by the Corporation, you and the Corporation will enter into a “Confidentiality and Work Product Ownership Agreement” in the form attached hereto as Schedule B.
WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Contractor in connection with the Services will be the exclusive property of Client. Upon request, Contractor will execute all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.
7.Work Product Ownership. Subject to any third party rights in licensed elements approved by the Company, all written materials, documentation, electronic files, data, models, spreadsheets, work papers, memoranda, media, designs, inventions and/or other work product, including any adaptations thereof (collectively, “Work Product”) developed by Consultant on the Company’s behalf, or developed using the Company’s Confidential Information, are and shall be the sole and exclusive property of the Company. Consultant agrees that the Work Product is specially ordered or commissioned by the Company and constitutes works made for hire authored by the Company under 17 U.S.C. §101. To the extent that any of the Work Product is not works made for hire, Consultant hereby conveys, grants, and assigns to the Company all right, title and interest worldwide in and to such Work Product, all physical elements thereof, all intangible rights thereto, and all contractual rights and obligations relating thereto, for all uses and purposes whether now known or hereafter created. Consultant agrees that Consultant shall have no proprietary interest in any such Work Product. Consultant represents, warrants and covenants that no Work Product produced by Consultant under this Agreement or methods or processes used by Consultant in performing services under this Agreement, will infringe the rights of any third party under the intellectual property and similar laws of the United States, any state or any foreign country (including without limitation rights and laws related to copyrights, patents, trademarks, service marks, trade secrets and rights of publicity).
5.WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, drawings, illustrations, characters, text, layout, designs, ideas, digital files, or any other works or other information (collectively, the “Creative Works”) Consultant develops in whole or in part in connection with this Agreement shall be the exclusive property of Paycom. To the extent any Creative Works qualify as a work made for hire, authorship vests in Paycom. If the work does not qualify as a work made for hire, then Consultant hereby assigns all right, title, and interest to Paycom of any such Creative Works authored by Consultant, in whole or in part, in connection with this Agreement during the Term. Consultant agrees that Consultant has no ownership, rights, title, or interest in the Creative Works, nor will Consultant challenge Paycom’s ownership, rights, title, or interest in the Creative Works and its right to register intellectual property rights, and use or license the Creative Works at its sole discretion. Consultant agrees to execute any documents attesting to this that may be necessary for registering copyright or trademark rights with the U.S. or other governments. Consultant agrees that Consultant does not hold any copyright, trademark or other intellectual property interest in the Creative Works, including any changes, derivations, or substantially similar artwork, designs, or writings related to the Creative Works.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Service Provider in connection with the Services provided to Client (collectively the "Work Product") will be work made for hire and the exclusive property of the Client. To the extent deemed not to be work made for hire, Service Provider hereby assigns all Work Product and any and all intellectual property rights related thereto to Client. Upon request, Service Provider will execute all documents necessary to confirm or perfect Client's exclusive ownership of the Work Product. Without limiting the generality of the foregoing, all assets and other creative works created by Service Provider in the provision of the Services and all data and analytics in connection with the Services shall be the exclusive property of the Client.
3. Work Product Ownership; Proprietary Information. (a) Work Product; Moral Rights. You will disclose in writing to Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that you may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing the Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, the “Work Product”). You agree that all Work Product will be the sole and exclusive property of the Company. You hereby irrevocably transfer and assign to Company, and agree to irrevocably transfer and assign to Company, all right, title and interest in and to the Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, you will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Work Product. You hereby appoint the officers of Company as your attorney-in-fact to execute documents on your behalf for this limited purpose. To the fullest extent permitted by applicable law, you also hereby irrevocably transfer and assign to Company, and agree to irrevocably transfer and assign to Company, and waive and agree never to assert, any and all Moral Rights (as defined below) that you may have in or with respect to any Work Product, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a “moral right.”
Competition and Work Product Ownership. (i) Confidential Information. Consultant has previously received and will continue to have access to the Company’s trade secrets and other confidential information which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company (collectively “Confidential Information”). For purposes of this Agreement, “Confidential Information” includes all confidential or proprietary information (whether tangible, intangible, written, oral, electronic, or other) of the Company or its affiliates. Such confidential or proprietary information shall include, but shall not be limited to, all trade secrets and the following items (as well as all information relating to the following items): (a) all confidential or competitively sensitive information relating to the business of the Company or its subsidiaries and affiliates, (b) all intellectual property and proprietary rights of the Company or its subsidiaries and affiliates (including, without limitation, the Intellectual Property), (c) computer codes and instructions, processing systems and techniques, inputs and outputs (regardless of the media on which stored or located) and hardware and software configurations, designs, architecture and interfaces, (d) business research, studies, procedures, costs, plans and strategies, (e) financial data, budgets and plans, (f) distribution methods, plans and strategies, (g) marketing data, research, methods, plans, strategies and efforts, (h) information regarding actual and prospective suppliers and customers (including lists, profiles, identities of and customer nonpublic personal information), (i) the terms of contracts and agreements with, the needs and requirements of, and the Company’s course of dealing with, actual or prospective suppliers and customers, (j) personnel information (including the names, contact information, skills and compensation of employees, contractors and other service providers of the Company), (k) customer and vendor credit information, (l) information received from third parties subject to obligations of non-disclosure or non-use, (m) costs, pricing and pricing strategies, (n) audit processes, management methods and information, reports, recommendations and conclusions, and (o) development tools, techniques and processes and training methods and manuals. Failure by the Company to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. For purposes of this Agreement, “Intellectual Property” means: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and patent applications claiming such inventions, (b) all trademarks, service marks, trade dress, logos, trade names, fictitious names, brand names, brand marks and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets (including research and development, know how, formulas, compositions, manufacturing and production processes and techniques, methodologies, technical data, designs, drawings and specifications), (f) all computer software (including data, source and object codes and related documentation), (g) all other proprietary rights, (h) all copies and tangible embodiments thereof (in whatever form or medium), or (i) similar intangible personal property which have been or are developed or created in whole or in part by the Consultant (1) at any time and at any place while the Consultant is providing services to the Company and which, in the case of any or all of the foregoing, are related to and used in connection with the business of the Company or (2) as a result of tasks assigned to the Consultant by the Company.
3.3 Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, software or other information designed and/or developed, in whole or in part, by Independent Contractor in connection with the Services shall be the exclusive property of Company (hereinafter collectively referred to as the “Work Product”). Upon request, Independent Contractor shall sign all documents necessary to confirm and/or perfect the exclusive ownership of Company in the Work Product.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Service Provider in connection with the Services provided to Customer (collectively the “Work Product”) will be work made for hire and the exclusive property of the Customer. To the extent deemed not to be work made for hire, Service Provider hereby assigns all Work Product and any and all intellectual property rights related thereto to Customer. Upon request, Service Provider will execute all documents necessary to confirm or perfect Customer’s exclusive ownership of the Work Product. Without limiting the generality of the foregoing, all assets and other creative works created by Service Provider in the provision of the Services and all data and analytics in connection with the Services shall be the exclusive property of the Customer. Notwithstanding any provision in this Agreement to the contrary, Work Product shall not include, and Service Provider shall be allowed to use, any and all audience data whatsoever including, without limitation, lookalike data, investor data and digital footprints, targeted investors and their data and digital footprints, and the like.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Service Provider in connection with the Services provided to Client (collectively the "Work Product") will be work made for hire and the exclusive property of the Client. To the extent deemed not to be work made for hire, Service Provider hereby assigns all Work Product and any and all intellectual property rights related thereto to Client. Upon request, Service Provider will execute all documents necessary to confirm or perfect Client’s exclusive ownership of the Work Product. Without limiting the generality of the foregoing, all assets and other creative works created by Service Provider in the provision of the Services and all data and analytics in connection with the Services shall be the exclusive property of the Client.
5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by Service Provider in connection with the Services provided to Client (collectively the "Work Product") will be work made for hire and the exclusive property of the Client. To the extent deemed not to be work made for hire, Service Provider hereby assigns all Work Product and any and all intellectual property rights related thereto to Client. Upon request, Service Provider will execute all documents necessary to confirm or perfect Client's exclusive ownership of the Work Product. Without limiting the generality of the foregoing, all assets and other creative works created by Service Provider in the provision of the Services and all data and analytics in connection with the Services shall be the exclusive property of the Client. Notwithstanding any provision in this Agreement to the contrary, Work Product shall not include, and Service Provider shall be allowed to use, any and all audience data whatsoever including, without limitation, lookalike data, investor data and digital footprints, targeted investors and their data and digital footprints, and the like.
6.3 Work Product Ownership. If Sun Country or a Sun Country Provider delivers or is required to deliver to Amazon any work product in connection with the Services, Amazon owns, or upon assignment by the creator will own, all right, title and interest (including, all copyrights and any other intellectual property rights) in such work product. The work product has been specially ordered and commissioned by Amazon as “work made for hire” for copyright purposes; or, to the extent such deliverable does not so qualify, Sun Country or such Sun Country Provider (as applicable) hereby assigns to Amazon, its successors and assigns, all right, title and interest in and to the work product.
6.3Work Product Ownership. Each Party retains all right, title and interest (including all Proprietary Rights) in and to its concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technology, tools, and any other intellectual property, and any third party licenses or other rights to use any of the foregoing, that: (a) exists prior to the Effective Date; or (b) are developed entirely independently by a Party, at any time without any use, knowledge of, or reference to, the other Party’s confidential information or other information obtained in connection with this Agreement (“Retained Intellectual Property”). If Hawaiian or a Hawaiian Provider delivers or is required to deliver to Amazon any work product in connection with the Services, Amazon owns, or upon assignment by the creator, will own, all right, title and interest (including, all copyrights and any other intellectual property rights) in such work product, provided that Hawaiian or the applicable Hawaiian Provider shall retain its interest in any Retained Intellectual Property contained in the work product. The work product has been specially ordered and commissioned by Amazon as “work made for hire” for copyright purposes; or, to the extent such deliverable does not so qualify, Hawaiian or such Hawaiian Provider (as applicable) hereby assigns to Amazon, its successors and assigns, all right, title and interest in and to the work product.
6.3 Work Product Ownership. If Sun Country or a Sun Country Provider delivers or is required to deliver to Amazon any work product in connection with the Services, Amazon owns, or upon assignment by the creator will own, all right, title and interest (including, all copyrights and any other intellectual property rights) in such work product. The work product has been specially ordered and commissioned by Amazon as “work made for hire” for copyright purposes; or, to the extent such deliverable does not so qualify, Sun Country or such Sun Country Provider (as applicable) hereby assigns to Amazon, its successors and assigns, all right, title and interest in and to the work product.
Work Product Ownership refers to the legal rights and responsibilities associated with the materials, documents, designs, inventions, code, content, or other outputs that are created as a result of a work endeavor. This term is frequently encountered in professional and contractual settings, particularly where intellectual property (IP) is concerned.
Work product ownership determines who has control over the use, distribution, reproduction, and modification of the work product. Ownership can reside with the individual who created the work (the creator) or an entity such as an employer or client, depending on the terms of the agreement that governs the work relationship.
You should address Work Product Ownership in situations where the creation of intellectual property or other work product is a central component of a professional or business relationship. Some key scenarios include:
Employment Contracts: When hiring employees, to clarify who owns the work they produce, especially concerning inventions, code, and creative outputs.
Consulting Agreements: When engaging consultants or freelancers, to determine whether the work they produce will belong to the consultant or the contracting entity.
Partnership Agreements: When collaborating with another entity or individual, to establish ownership of jointly created work products.
Service Contracts: When outsourcing services (e.g., software development, marketing), to stipulate the ownership of deliverables.
R&D Projects: In research and development projects, to specify who will own patents or other IP resulting from the project.
When writing Work Product Ownership clauses for a contract, clarity and comprehensiveness are essential. Below are some steps and tips for drafting effective clauses:
Define Key Terms: Clearly define what constitutes “work product,” including examples like documents, software code, designs, and other specific deliverables.
Specify Ownership: Clearly state who will own the work product created during the contract. Whether the creator retains rights or these rights are transferred to the employer/client should be explicitly mentioned.
Detail Rights and Responsibilities: Outline the rights of both parties concerning the use, modification, distribution, and reproduction of the work product.
Include IP Considerations: Clearly cover aspects like patents, copyrights, and trade secrets, explaining who will hold these rights.
Address Work for Hire: If applicable, specify that the work product is a “work for hire,” and thus the employer or client will own all rights from the outset.
Work Product Ownership: All documents, designs, inventions, and any other materials or outputs created by [Contractor/Employee] while performing services for [Client/Employer] under this Agreement shall be the sole property of [Client/Employer]. [Contractor/Employee] hereby assigns all rights, title, and interest, including intellectual property rights, to [Client/Employer].
Work Product Ownership clauses are commonly found in various types of contracts that involve the creation of intellectual property or other significant outputs. Some typical contracts include:
By including clear Work Product Ownership clauses in these contracts, parties can prevent disputes and ensure that the rights to valuable work products are well-defined and protected.
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