WORK-FOR-HIRE AGREEMENT

[// GUIDANCE: Replace bracketed placeholders with party-specific details. Remove any provisions that are unnecessary for a given engagement and add schedules (e.g., Statement of Work) as needed.]

TABLE OF CONTENTS

I. Document Header & Recitals ............................................... 1
II. Definitions ............................................................................. 2
III. Operative Provisions ............................................................. 4
IV. Representations & Warranties ............................................. 6
V. Covenants & Restrictions ....................................................... 8
VI. Default & Remedies ................................................................. 9
VII. Risk Allocation .................................................................... 11
VIII. Dispute Resolution .............................................................. 12
IX. General Provisions ................................................................. 14
X. Execution Block .................................................................. 16

Page numbers above are illustrative. Remove or update after final formatting.

I. DOCUMENT HEADER & RECITALS

This Work-for-Hire Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [CLIENT LEGAL NAME], a [ENTITY TYPE & JURISDICTION OF ORGANIZATION] with a principal place of business at [CLIENT ADDRESS] (“Client”); and
2. [CONTRACTOR LEGAL NAME], a [ENTITY TYPE & JURISDICTION OF ORGANIZATION] with a principal place of business at [CONTRACTOR ADDRESS] (“Contractor”; Client and Contractor each a “Party” and, collectively, the “Parties”).

Recitals

A. Client desires to engage Contractor to provide certain creative and/or technical services resulting in the production of works of authorship and related deliverables described herein and in any Statement of Work (each, an “SOW”).
B. Contractor represents that it possesses the requisite skill, experience, and resources to perform the Services (as defined below).
C. The Parties intend that all copyrightable material (and all other work product) developed by Contractor in connection with this Agreement constitute a “work made for hire” under 17 U.S.C. § 101. To the extent any such material fails to qualify as a work made for hire, Contractor agrees to assign—and by executing this Agreement hereby irrevocably assigns—all right, title, and interest in and to such material to Client pursuant to Section III(G).

NOW, THEREFORE, in consideration of the mutual covenants and other valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

The following terms, whenever capitalized, shall have the meanings set forth below. All references to Sections and Exhibits are to this Agreement unless otherwise indicated.

“Acceptance Criteria” means the functional, aesthetic, and technical requirements for the Deliverables, as detailed in the applicable SOW.

“Affiliate” means, with respect to any entity, any other entity controlling, controlled by, or under common control with such entity.

“Applicable Law” means all federal, state, local, and international laws, rules, regulations, and ordinances applicable to a Party’s performance under this Agreement, including United States copyright law (17 U.S.C. §§ 101 et seq.).

“Background Materials” means any pre-existing proprietary materials, information, or technology owned or controlled by Contractor prior to the Effective Date or independently developed by Contractor outside the scope of this Agreement.

“Confidential Information” has the meaning assigned in Section V(B).

“Deliverables” means all tangible and intangible results of the Services (including drafts, research, source files, designs, code, documentation, and any other works of authorship) identified in an SOW.

“Fees” means the monetary compensation payable to Contractor for performance of the Services, as set forth in Section III(D) and the applicable SOW.

“Force Majeure Event” has the meaning assigned in Section VII(D).

“Intellectual Property Rights” means all past, present, and future worldwide rights in and to patents, copyrights, moral rights, trade secrets, trademarks, mask-works, database rights, and any analogous rights under Applicable Law.

“Services” means the tasks, functions, and obligations to be performed by Contractor under this Agreement, as described in Section III(A) and any SOW.

“Specifications” means the written functional and technical specifications for the Deliverables agreed by the Parties and incorporated into the applicable SOW.

“Work Product” means, collectively, the Deliverables and any other expressions, inventions, or developments conceived, created, or reduced to practice by Contractor in the course of performing the Services.

[// GUIDANCE: Add or delete definitions to fit the specific project.]

III. OPERATIVE PROVISIONS

A. Engagement of Services

1. Client hereby engages Contractor, and Contractor accepts such engagement, to perform the Services and furnish the Deliverables in accordance with the terms of this Agreement and each SOW.
2. Each SOW shall be deemed incorporated herein by reference upon execution. In the event of conflict, the terms of the main body of this Agreement control unless the SOW expressly states otherwise.

B. Performance Standards & Schedule

Contractor shall perform the Services (a) in a diligent, timely, professional, and workmanlike manner consistent with industry standards, and (b) in compliance with the Schedule set forth in the applicable SOW. Time is of the essence with respect to all deadlines expressly identified as “Milestone” dates in an SOW.

C. Delivery & Acceptance

1. Delivery. Contractor shall deliver each Deliverable in the format and media specified in the applicable SOW.
2. Review Period. Client shall have [NUMBER] days (“Review Period”) after receipt to test the Deliverable against the Acceptance Criteria.
3. Acceptance or Rejection.
   a. If the Deliverable conforms to the Acceptance Criteria, Client shall issue written acceptance.
   b. If the Deliverable fails to conform, Client shall provide written notice detailing the deficiencies, and Contractor shall promptly cure and re-deliver at no additional cost.
   c. Acceptance shall be deemed given if Client neither accepts nor furnishes a deficiency notice before expiration of the Review Period.

D. Fees, Expenses & Payment Terms

1. Fees. Client shall pay Contractor the Fees set forth in each SOW, subject to Contractor’s achievement of the corresponding Milestones.
2. Expenses. Pre-approved, reasonable, out-of-pocket expenses shall be reimbursed at cost upon submission of itemized receipts.
3. Invoices & Payment. Contractor shall submit invoices no more frequently than monthly. Unless disputed in good faith, Client shall pay undisputed amounts within [NET-30/NET-45] days of receipt.
4. Late Payments. Past-due amounts accrue interest at [LESSER OF 1.0% PER MONTH OR THE MAXIMUM RATE PERMITTED BY LAW] until paid.

[// GUIDANCE: Consider linking payment to objective deliverable milestones to mitigate non-performance risk.]

E. Taxes

Contractor is responsible for all taxes, duties, and charges imposed on Contractor arising from or relating to the Fees, excluding taxes based on Client’s net income.

F. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or joint venturer of Client. Contractor shall have no authority to bind Client.

G. Ownership; Work-Made-for-Hire

1. Work-Made-for-Hire. To the maximum extent permitted by Applicable Law, all Work Product shall constitute “works made for hire” (17 U.S.C. § 101) owned exclusively by Client upon creation.
2. Assignment. To the extent any Work Product does not qualify as a work made for hire, Contractor hereby irrevocably assigns to Client all right, title, and interest therein, including all Intellectual Property Rights.
3. Further Assurances. Contractor shall execute and deliver such instruments and take such further actions as Client may reasonably request to effectuate the foregoing.
4. Moral Rights Waiver. To the extent permitted by law, Contractor waives (and shall procure waivers from its Personnel of) any moral rights in the Work Product.

H. Use of Background Materials

Contractor shall not incorporate any Background Materials into the Deliverables without Client’s prior written consent. If consent is given, Contractor hereby grants Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license (with right to sublicense) to use, reproduce, modify, distribute, display, and create derivative works of the Background Materials as part of or in connection with the Deliverables.

IV. REPRESENTATIONS & WARRANTIES

A. Mutual

Each Party represents and warrants that:
1. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
2. it has full power and authority to execute and perform this Agreement; and
3. this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

B. Contractor

Contractor further represents and warrants that:
1. Originality. The Work Product and Deliverables are Contractor’s original work and do not infringe or misappropriate any third-party Intellectual Property Rights;
2. No Restrictions. Contractor has not entered—and will not enter—into any agreement that would conflict with its obligations hereunder;
3. No Harmful Code. Deliverables will be free of viruses, malware, or other malicious code;
4. Compliance. Contractor will perform the Services in compliance with all Applicable Laws.

C. Survival & Remedy

All representations and warranties survive acceptance of the Deliverables. Contractor’s breach of any representation or warranty constitutes a material breach subject to the remedies in Section VI.

V. COVENANTS & RESTRICTIONS

A. Confidentiality

1. Definition. “Confidential Information” means all non-public information disclosed by either Party that is designated as confidential or that a reasonable person would understand to be confidential, including trade secrets, financial data, product plans, and personal data.
2. Obligations. Receiving Party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (b) protect such information using at least the same degree of care it uses to protect its own similar information (but no less than reasonable care).
3. Exclusions. Confidential Information does not include information that is (i) publicly available without breach, (ii) already known to the Receiving Party without obligation of confidentiality, (iii) independently developed without use of Confidential Information, or (iv) rightfully received from a third party without breach.
4. Compelled Disclosure. If required by law or court order to disclose Confidential Information, the Receiving Party shall give prompt written notice (unless legally prohibited) and cooperate in seeking protective measures.

B. Non-Solicitation

During the Term and for [12] months thereafter, neither Party shall solicit for employment any employee or contractor of the other Party who was materially involved in the Services, without prior written consent.

C. Records & Audit

Contractor shall maintain complete and accurate records relating to Services and Fees for [2] years after final payment and, upon reasonable notice, permit Client (or its representative) to audit such records to verify compliance.

VI. DEFAULT & REMEDIES

A. Events of Default

The following constitute “Events of Default”:
1. Material breach of this Agreement that remains uncured [10] days (or, if not curable within [10] days, failure to commence cure within such period and diligently pursue completion) after written notice;
2. Contractor’s failure to meet a Milestone designated as “Critical” in an SOW;
3. Contractor’s insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings.

B. Remedies

Upon an Event of Default, the non-breaching Party may, in addition to any remedies available at law or equity:
1. suspend performance (including payment obligations in the case of Client) until the breach is cured;
2. terminate this Agreement in whole or in part pursuant to Section VI(C);
3. seek specific performance, injunction, or other equitable relief; and
4. recover reasonable attorneys’ fees and costs incurred in enforcing its rights.

C. Termination

1. For Cause. Either Party may terminate this Agreement (and any or all SOWs) upon written notice if the other Party commits an Event of Default that is not timely cured.
2. For Convenience. Client may terminate any SOW for convenience upon [15] days’ prior written notice, subject to payment for Services satisfactorily performed through the termination date.

D. Effect of Termination

Upon expiration or termination of this Agreement or an SOW:
1. Contractor shall promptly deliver to Client all Work Product (in any stage of completion) and all Client Confidential Information;
2. Client shall pay Contractor any undisputed Fees for conforming Services performed prior to the effective date of termination, subject to any offset for damages; and
3. Sections II (Definitions), IV (Representations & Warranties), V(A) (Confidentiality), VI(B)-(D) (Remedies and Effect), VII (Risk Allocation), VIII (Dispute Resolution), IX (General Provisions), and any other provisions that by their nature should survive, shall survive.

VII. RISK ALLOCATION

A. Indemnification by Contractor

Contractor shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (each, a “Client Indemnitee”) from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of any third-party claim alleging that the Work Product, Deliverables, or Contractor’s performance infringe or misappropriate any Intellectual Property Rights or otherwise violate Applicable Law.

B. Indemnification Procedures

Client shall promptly notify Contractor of any claim for which indemnity is sought and cooperate in the defense at Contractor’s expense. Contractor may control the defense, provided (i) it diligently pursues resolution, and (ii) it obtains Client’s prior written consent (not unreasonably withheld) before entering into any settlement that admits liability or imposes an obligation on Client other than monetary damages fully indemnified by Contractor.

C. Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS UNDER SECTION VII(A), (ii) BREACH OF CONFIDENTIALITY UNDER SECTION V(A), OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONTRACTOR UNDER THE SOW GIVING RISE TO THE CLAIM.

D. Insurance

Contractor shall maintain, at its own expense, commercially reasonable insurance covering (i) commercial general liability, (ii) errors & omissions/technology professional liability, and (iii) where required by law, workers’ compensation, in each case with limits not less than [AMOUNTS]. Contractor shall furnish certificates of insurance upon request.

E. Force Majeure

Neither Party shall be liable for delay or failure in performance caused by acts of God, war, terrorism, civil unrest, epidemic, governmental action, or any other circumstance beyond its reasonable control (each, a “Force Majeure Event”), provided that the affected Party (i) promptly notifies the other Party, and (ii) uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

A. Governing Law

This Agreement, and all disputes arising hereunder or relating hereto, shall be governed by United States federal copyright law. To the extent federal law does not apply to a particular claim, the internal laws of the State of [CHOICE-OF-LAW STATE, E.G., NEW YORK], without regard to its conflict-of-laws principles, shall govern.

B. Forum Selection

Subject to Section VIII(C), the Parties consent to the exclusive jurisdiction of, and venue in, the United States District Court for [APPLICABLE FEDERAL DISTRICT], and each Party irrevocably waives objection to such forum.

C. Arbitration (Optional)

[// GUIDANCE: Delete this Section if Parties do not wish to arbitrate.]
1. Either Party may elect to submit any dispute (except claims for injunctive relief) to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in [CITY, STATE] before a single arbitrator.
2. The arbitrator’s award shall be final, binding, and enforceable in any court of competent jurisdiction.
3. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

D. Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

E. Injunctive Relief

Notwithstanding anything to the contrary, either Party may seek interim or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened infringement or misappropriation of its Intellectual Property Rights or breach of confidentiality.

IX. GENERAL PROVISIONS

A. Amendment & Waiver

No amendment or modification of this Agreement is effective unless it is in writing and signed by authorized representatives of both Parties. No waiver is effective unless in writing and signed by the waiving Party. A waiver on one occasion is not a waiver on any subsequent occasion.

B. Assignment

Neither Party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other Party, except that Client may assign this Agreement without Contractor’s consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation of this Section is void.

C. Successors & Assigns

This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and assigns.

D. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force, and the invalid provision will be interpreted to accomplish the original intent as closely as possible.

E. Entire Agreement

This Agreement (including all SOWs and Exhibits) constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications.

F. Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” Any ambiguity shall not be construed against either Party as drafter.

G. Counterparts & Electronic Signatures

This Agreement may be executed in counterparts (including electronic or facsimile signatures), each of which is deemed an original and all of which together constitute one instrument.

H. Notice

All notices required or permitted under this Agreement must be in writing and delivered (i) personally, (ii) by nationally recognized overnight courier, or (iii) by email with confirmation of receipt, to the addresses set forth in the preamble (or as later designated in writing). Notices are effective on receipt.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Add notarization or witness lines only if required under governing state law or Project specifics.]

Exhibit A

Form Statement of Work (SOW)
[// GUIDANCE: Use a separate SOW for each discrete project. Reference Acceptance Criteria, Milestones, payment schedule, and deliverable formats.]
text
1. Project Name:
2. Description of Services:
3. Deliverables & Specifications:
4. Milestones & Schedule:
5. Fees & Payment Terms:
6. Special Requirements/Assumptions:
7. Critical Dependencies:
8. Key Client Responsibilities:
9. Acceptance Criteria:
10. Signatures:

[// GUIDANCE: Always confirm that the final agreement complies with the laws of the jurisdictions in which the Parties operate and that any industry-specific regulations (e.g., privacy, export controls) are addressed.]