|
|
|||||
|
|||||
| Path: Main Street : Resources & Library : Research Articles : Feature Article |
Sample Ownership and Rights Provisions
Back to article: Technology and the net: are you breaking the law?
from typical Web Site Ownership AgreementOwnership and Rights
12.1 Ownership of work product by Customer. Except as set forth below, all elements of all Deliverables shall be exclusively owned by Customer and shall be considered works created by Developer for Customer. Except as set forth below, Customer shall itself exclusively own all Canadian and international copyrights and all other intellectual property rights in the Deliverables.
12.2 Vesting of rights. With the sole exception of any Pre-existing Works identified in section 12.3 hereof, Developer agrees to assign, and upon creation of each element of each Deliverable automatically assigns, to Customer, its successors and assigns, ownership of all Canadian, United States and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment shall be operative with respect to all intellectual property and moral rights in and to each element of each Deliverable. This assignment includes, without limitation, any and all rights to secure any renewals for extensions of copyrights in Canada, the United States and elsewhere and transfers to Customer any and all rights of action and recovery, if any, possessed by Developer for past infringement by others. Furthermore, Developer hereby waives all moral rights in each element of each Deliverable on behalf of itself, its employees, and those of its subcontractors engaged in creation of the Deliverables.
12.3 Developer shall obtain from each and every of its employees, agents, and subcontractors involved in creation each element of each Deliverable any agreement or assignment required to confirm ownership rights in the Deliverables in favour of Customer as well as evidence to confirm waiver of all moral rights therein.
12.4 From time to time upon Customer's request, Developer and/or its personnel shall confirm such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as Customer may request. Customer, its successors and assigns, shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portion(s) thereof.
12.5 Pre-existing works. In the event that any portion of any Deliverable (including the entirety thereof) constitutes a pre-existing work for which Developer cannot grant to Customer the rights set forth in paragraphs 12.1 and 12.2 above, Developer shall specify below:
(a) the nature of such pre-existing work;
(b) its owner;
(c) any restrictions or royalty terms applicable to Developer's or Customer's use of such pre-existing work or Customer's exploitation of the Deliverable as a Derivative Work thereof; and
(d) the source of Developer's authority to employ the pre-existing work in the preparation of the Deliverable.
12.6 The works set forth above will be referred to as "Pre-existing Works". The only pre-existing works that may be used in the construction of any Deliverable are the Pre-existing Works specified above and any Pre-existing Works that may be approved in writing by the managing partner of Customer prior to their use. Further, before initiating the preparation of any Deliverable that contains one or more such Pre-existing Works, Developer shall, at Developer's sole expense, cause Customer, its successors, and assigns, to have and obtain the perpetual, irrevocable, nonexclusive, worldwide, royalty-free right and license to:
(a) use, execute, reproduce, display, perform, distribute internally or externally, sell copies of, and prepare Derivative Works based upon all Pre-existing Works and Derivative Works thereof, and
(b) authorize or sublicense others from time to time to do any or all of the foregoing.
12.7 Indemnification/no infringement. In performing services under this Agreement, Developer agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trade marks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If Developer becomes aware of any such possible infringement in the course of performing any work hereunder, Developer shall immediately so notify Customer in writing. Developer agrees to indemnify, defend, and hold Customer, its partners, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to:
(a) the Agreement;
(b) the performance of the Agreement, or
(c) the Deliverables.
This indemnification shall include attorneys' fees and expenses, unless Developer defends against the allegations using counsel reasonably acceptable to Customer.
13. Agreements with Employees
No individuals or entities other than Developer and Developer's employees shall undertake any work in connection with this Agreement. Developer shall obtain and maintain in effect written agreements with each of its employees who participate in any of Developer's work hereunder. Such agreements shall contain terms sufficient for Developer to comply with all provisions of the Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements also shall impose an obligation of confidence on such employees with respect to Customer's confidential information. It shall be sufficient compliance with this provision of the Agreement if each such employee reads this Agreement and indicates their consent to abide by its terms by signing and dating this SDA or by initialling and dating this paragraph of this SDA.
14. Representations and Warranties
Developer makes the following representations and warranties for the benefit of Customer, as a present and ongoing affirmation of facts in existence at all times when this Agreement is in effect:
14.1 No conflict. Developer represents and warrants that it is under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the work to be performed by Developer under this Agreement. Customer understands that Developer is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Developer's obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
Back to article: Technology and the net: are you breaking the law?
|
|||
