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Work Made for Hire Agreement (DOC)

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Work Made for Hire Agreement (DOC) Powered By Docstoc
					                            Work Made for Hire Agreement

This Agreement is made between ____________________ (Client), with a principal place of
business at ____________________, and ____________________ (Writer), with a principal
place of business at: ____________________.



1. Services to Be Performed

[Choose one of the following alternatives:]

[Alternative 1:]

Writer agrees to perform the following services:

________________________________________________________

[Alternative 2:]

Writer agrees to perform the services described in Exhibit A, which is attached to and made part
of this Agreement.

2. Deadline

Writer's work must be completed by ___[date]___.

3. Payment

In consideration for the services to be performed by Writer, Client agrees to pay Writer as
follows: ___________________________________.

4. Terms of Payment

[Choose one of the following alternatives:]

[Alternative 1:]

Upon completing Writer's services under this Agreement, Writer shall submit an invoice. Client
shall pay Writer the compensation described within ___ days after receipt of Writer's invoice.

[Alternative 2:]
Writer shall be paid $______ upon signing this Agreement and the rest of the sum described
above when the Writer completes services and submits an invoice.

[Alternative 3:]

Writer shall submit an invoice to Client on the last day of each month for the work performed
during that month. The invoice should include: an invoice number, the dates covered by the
invoice, the hours expended, and a summary of the work performed. Client shall pay Writer's fee
within ___ days after receipt of the invoice.

5. Expenses

[Choose one of the following alternatives:]

[Alternative 1:]

Writer shall be responsible for all expenses incurred while performing services under this
Agreement.

[Alternative 2:]

Client shall reimburse Writer for the following expenses incurred while performing services
under this Agreement: _____________________________.

Writer shall submit an itemized statement of such expenses. Client shall pay Writer within ___
days after receipt of each statement.

6. Independent Contractor Status

Writer is an independent contractor, not Client's employee. Writer's employees or contract
personnel are not Client's employees. Writer and Client agree to the following rights consistent
with an independent contractor relationship.

      Writer has the right to perform services for others during the term of this Agreement.

      Writer has the sole right to control and direct the means, manner, and method by which
       the services required by this Agreement will be performed.

      Writer has the right to perform the services required by this Agreement at any place,
       location, or time.
      Client will not withhold FICA (Social Security and Medicare taxes) from Writer's
       payments or make FICA payments on Writer's behalf, make state or federal
       unemployment compensation contributions on Writer's behalf, or withhold state or
       federal income tax from Writer's payments.

      Writer is ineligible to participate in any employee pension, health, vacation pay, sick pay,
       or other fringe benefit plan of Client.

      Client shall make no state or federal unemployment compensation payments on behalf of
       Writer and Writer will not be entitled to these benefits in connection with work
       performed under this Agreement.

7. Intellectual Property Ownership

To the extent that the work performed by Writer under this Agreement (Writer's Work) includes
any work of Authorship entitled to protection under the copyright laws, the parties agree to the
following provisions.

      Writer's Work has been specially ordered and commissioned by Client as a contribution
       to 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.

      Writer's Work shall be deemed a commissioned work and a work made for hire to the
       greatest extent permitted by law.

      Client shall be the sole author of Writer's Work and any work embodying the Writer's
       Work according to the United States Copyright Act.

      To the extent that Writer's Work is not properly characterized as a work made for hire,
       Writer grants to Client all right, title, and interest in Writer's Work, including all
       copyright rights, in perpetuity and throughout the world.

      Writer shall help prepare any papers Client considers necessary to secure any copyrights,
       patents, trademarks, or intellectual property rights at no charge to Client. However, Client
       shall reimburse Writer for reasonable out-of-pocket expenses incurred.

[Optional Clause:]
Writer agrees not to use any of the intellectual property mentioned above for the benefit of any
other party without Client's prior written permission.

8. Confidentiality

Writer will not disclose or use, either during or after the term of this Agreement, any proprietary
or confidential information of Client without Client's prior written permission except to the
extent necessary to perform services on Client's behalf.

Proprietary or confidential information includes:

      the written, printed, graphic, or electronically recorded materials furnished by Client for
       Writer to use

      business plans, customer lists, operating procedures, trade secrets, design formulas,
       know-how and processes, computer programs and inventories, discoveries and
       improvements of any kind, and

      information belonging to customers and suppliers of Client about whom Writer gained
       knowledge as a result of Writer's services to Client.

Writer shall not be restricted in using any material which is publicly available, already in
Writer's possession, or known to Writer without restriction, or which is rightfully obtained by
Writer from sources other than Client.

Upon termination of Writer's services to Client, or at Client's request, Writer shall deliver to
Client all materials in Writer's possession relating to Client's business.

9. Terminating the Agreement

[Choose one of the following alternatives:]

[Alternative 1:]

With reasonable cause, either Client or Writer may terminate this Agreement, effective
immediately upon giving written notice.

[Alternative 2:]

Either party may terminate this Agreement any time by giving thirty days written notice to the
other party of the intent to terminate.
10. Writer's Representations and Warranties

Writer represents and warrants that:

      Writer is free to enter into this agreement, and

      Writer will not violate the right of privacy or publicity or infringe upon any copyright or
       other proprietary right of any other person or entity.

11. Exclusive Agreement

This is the entire Agreement between Writer and Client.

12. Applicable Law

This Agreement will be governed by the laws of the State of __________________.

13. No Partnership

This Agreement does not create a partnership relationship. Writer does not have authority to
enter into contracts on Client's behalf.

14. Assignment

[Choose one of the following alternatives:]

[Alternative 1:]

Either Writer or Client may assign or subcontract any rights or obligations under this Agreement.

[Alternative 2:]

Writer may not assign or subcontract any rights or obligations under this Agreement without
Client's prior written approval.

15. Dispute Resolution

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in the following location: ___[List city or state
where mediation will occur]___. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties
agree to submit the dispute to binding arbitration in the following location: ___[List city or state
where arbitration will occur]___ under the rules of the American Arbitration Association.
Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction
to do so.



Signatures

Client:

Name of Client: ____________________________

_____________________________________
Signature

_____________________________________
Typed or Printed Name

Title: __________________________________

Date: ____________________

Writer:

Name of Writer: ____________________________

_____________________________________
Signature

_____________________________________
Typed or Printed Name

Taxpayer ID Number: _________________

Date: ____________________

				
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