INDEPENDENT CONTRACTOR, ASSIGNMENT OF OWNERSHIP
AND NONDISCLOSURE AGREEMENT
THIS AGREEMENT is entered into this [__] day of [_________] 2007 by and between Brigham
Young University, a Utah nonprofit corporation and educational institution ("BYU") and
"Contractor" identified below:
[Business Name of Independent Contractor]
[Independent Contractor’s Business Mailing Address]
Telephone [ ____________________________] Facsimile [ _____________________ ]
Social Security Number or Employer Identification Number [ ______________________ ]
Email Address [ _________________________________________________________ ]
1. BYU desires to contract for the services of Contractor.
2. The Contractor has agreed to perform these services for BYU under the terms and conditions
set forth in this Agreement.
THEREFORE, in consideration of the mutual promises set forth in this Agreement, it is
hereby agreed between BYU and the Contractor as follows:
I. Independent Contractor Arrangement
1. Description of Work - The work to be performed by the Contractor includes the following
[Adequately describe all the work we expect Contractor to accomplish. Ask
yourself what is to be done, how it is to be accomplished, when, where and by
whom. Discuss your expectations with the Contractor to make sure you are in
agreement, and describe here accordingly.]
2. Payment and Work Schedule - BYU will pay the Contractor the total sum of
$[__________] for work to be performed during the contract period of this Agreement.
The Contractor will perform the contract and receive payment according to the schedule
identified on attached Exhibit "A" which is incorporated by reference into this
Agreement. Payment will be made after completion of services described, and
presentation of an acceptable invoice.
3. Relationship of Parties - The parties intend that an independent contractor/employer
relationship will be created by this Agreement. Contractor is not to be considered either
an agent or an employee of BYU for any purpose, and the Contractor is not entitled to
any of the benefits that BYU provides its employees. It is further understood that BYU
does not agree to use Contractor exclusively and that the Contractor is free to contract
for similar services to be performed on behalf of others while he is under contract with
4. BYU Right to Supervision and Inspection - In the performance of the work contemplated
by this Agreement, the Contractor has the primary duty to control and direct
performance of the details of the work. BYU is interested only in the results obtained
and recognizes that the performance of this work is dependent upon the unique and
specialized skills of the Contractor. However, the work contemplated in the Agreement
must meet the approval of BYU and shall be subject to BYU's general right of
inspection and supervision to secure satisfactory completion. BYU may designate a
representative who shall at all times have access to the work premises for purposes of
observing and inspecting the work being performed by the Contractor and to judge
whether or not such work is being performed in accordance with the provisions of this
Agreement. This representative shall be empowered to act for BYU in all matters
relating to the Contractor's performance of the work.
5. Equipment - BYU may furnish to the Contractor facilities, equipment and materials to
assist in the completion of the assigned projects. However, it is recognized the
Contractor may also utilize some of his own facilities, equipment or materials.
6. Liability - BYU will assume all responsibility for the condition of its tools and equipment
used in the performance of this Agreement. The Contractor will assume all
responsibility for the condition of his tools and equipment used in the performance of
this Agreement. Each party agrees to indemnify and hold the other harmless from any
claims, liability or loss of any kind or description arising out of their respective negligent
or unintentional acts or omissions in the performance of this Agreement.
7. BYU Code of Honor - Contractor acknowledges to have read and understood the BYU
Code of Honor and Dress and Grooming Standards, which are incorporated by
reference into this Agreement, and agrees to comply with the same while performing
services on campus for BYU.
II. Assignment of Ownership and Nondisclosure [Choose one of the three sample
paragraph 8’s below or construct one that properly describes the proper intellectual property
8. Contractor Disclaimer of Ownership Interest - The Contractor recognizes that BYU
presently has developed or may, as a result of Contractor's work, develop intellectual
property in the form of data, formulae, computer software specifications, processes,
patents, copyrights, or other technical or product information. Accordingly, Contractor,
as a condition of engagement as an independent contractor, agrees to relinquish and
assign to BYU all of his rights and ownership interests, if any, to any and all intellectual
property presently developed by BYU or to be developed arising in any way out of
Contractor's performance of this Agreement, as (a) Work Made for Hire.
8. Contractor Assignment of Ownership Interest - By executing this Agreement, Contractor
does hereby assign all of his rights and ownership interests of any kind or description to
the intellectual property as described in this Agreement and to all additions and/or
modification to this intellectual property to BYU, as a Work Made for Hire. Contractor
understands that he will not receive income from the sale or licensing of this intellectual
property by BYU.
8. License Agreement for Intellectual Property – The parties agree that, for the
consideration specified herein, all Intellectual Property created by Contractor in
performance of this Agreement shall be licensed to BYU for the uses described herein
and for any future use BYU may have for any such Intellectual Property, in perpetuity,
without payment of any additional royalties, fees, or consideration of any kind.
Furthermore, Contractor agrees that Intellectual Property created in the performance of
this contract shall not be used by Contractor or licensed to others for any uses that might
compete with BYU in any way, that might lessen the value of the Intellectual Property to
BYU, or be used in such a way that creates identity confusion between BYU and any
9. Contractor Duty Regardinq BYU Confidential Information - In the process of performing
work under this Agreement, Contractor may come into contact with or generate certain
information which may consist of data, formulae, computer software specifications,
processes, patents, copyrights, and other technical or product information which is
proprietary or confidential in nature. Accordingly, Contractor understands and agrees
(1) such information is proprietary and owned by BYU; (2) not to publish or disclose any
part of such information to others except as authorized in this Agreement; and (3) not to
make any use of such information except as expressly authorized by BYU in writing.
In addition, anything marked by BYU as "confidential" or "proprietary," which is
disclosed to Contractor or is later designated by BYU as confidential or proprietary, or
anything Contractor reasonably should understand as being confidential or proprietary,
shall not be disclosed by Contractor to anyone other than to those designated in writing
by BYU, and shall not be used by Contractor directly or indirectly, for any use other
than a use specifically authorized in writing by BYU. However, Contractor understands
that he shall not be prevented from using or disclosing information which:
(i) Contractor can demonstrate to BYU's satisfaction by written records was
previously known to Contractor;
(ii) is now, or becomes in the future, public knowledge, other than through acts or
omissions of Contractor; or
(iii) Contractor lawfully obtains from sources independent of BYU.
Moreover, Contractor further agrees that any receipt by Contractor of any BYU
proprietary or confidential information, data or ideas shall not constitute any type of
grant or license to practice any aspect of a trade secret or patent right held then or
thereafter by BYU; that Contractor will protect and not disclose any BYU proprietary or
confidential information, data and ideas, unless authorized by BYU corporate officers in
writing, at any time after Contractor's association with BYU terminates; and that
immediately upon termination of Contractor's participation in research activities with
BYU, Contractor will return to BYU all project notebooks, records, data, programs,
memoranda, models and equipment of any nature in Contractor's possession or under
Contractor's control pertaining to the work performed under this Agreement.
III. Miscellaneous Provisions
10. Non-Fiduciary Relationship - The parties to this Agreement expressly disclaim and
disavow any partnership, joint venture or fiduciary status or relationship between them.
11. Assignments - No party may assign, contract, grant a license or otherwise transfer any
or all of the rights or obligations arising out of this Agreement without the prior written
consent of the other party.
12. Notices - Any notice required or permitted under this Agreement shall be deemed to
have been properly given when made in writing and delivered personally or by United
States mail, return receipt requested, and addressed to the party to whom directed at
the following address:
BYU: [insert name or title and campus address of the person at BYU that should
be contacted with any notices about Contractor’s ability to fulfill the contract, or
any request to modify the Agreement.]
Contractor: [Insert the contact information we should use to notify Contractor of
any requests for amendment etc.]
13. Partial Invalidity - If any provision of this Agreement is held to be void or unenforceable,
the remaining provisions will nevertheless continue in full force without being impaired
or invalidated in any way.
14. Governing Law - This Agreement will be governed by and construed in accordance with
the laws of the State of Utah and the forum for determining any dispute arising under this
Agreement shall be in the applicable state courts of Utah located in Utah County, Utah or
in the applicable federal courts located in Salt Lake City, Utah.
15. Attorneys Fees - In the event that any party shall be found in default or breach of this
Agreement by a court of competent jurisdiction, the defaulting or breaching party shall be
liable to pay all reasonable attorneys fees, court costs and other related collection costs
and expenses incurred by the non-defaulting or nonbreaching party in prosecuting its
16. Construction - The paragraph headings of this Agreement are inserted for convenience
and in no way define, limit or describe the scope or intent of this Agreement. Further, as
used in this Agreement, the masculine shall include the feminine, and the feminine the
masculine, when the context so requires.
17. Entire Agreement - This Agreement constitutes and represents the entire agreement of
the parties with respect to the subject matter and all other prior agreements, covenants,
promises and conditions, verbal or written, between parties are incorporated. No party
has relied upon any other promise, representation or warranty other than those contained
in this Agreement in executing it.
18. Binding Effect - This Agreement shall be binding upon and inure to the benefit of the
parties, their heirs, personal representatives, successors and assigns.
19. Independent contractor and Not an Employee. This agreement creates no agency
relationship. Contractor does not, and will not, represent himself as an agent of the
University, beyond providing the service(s) of a broker as described.
Brigham Young University: [Name of Contracting Company]