WORK-FOR-HIRE AGREEMENT (TEXAS)

TABLE OF CONTENTS

1. Document Header and Recitals
2. Definitions
3. Engagement and Deliverables
4. Fees and Payment
5. Work Made for Hire; Ownership
6. Confidentiality and Data Security
7. Representations and Warranties
8. Covenants and Restrictions
9. Term and Termination
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution

1. DOCUMENT HEADER AND 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 [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ("Client"); and
2. [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ("Contractor").

Recitals
A. Client desires to retain Contractor to perform certain creative and/or technical services as described in one or more Statements of Work (each, an "SOW").
B. Contractor has the skill and resources to perform the Services and deliver the Deliverables.
C. The Parties intend that all Work Product created in connection with this Agreement be owned exclusively by Client as a work made for hire to the maximum extent permitted by applicable law.

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

2. DEFINITIONS

"Acceptance Criteria" means the functional, aesthetic, and technical requirements for the Deliverables set forth in the applicable SOW.

"Background Materials" means any pre-existing materials, tools, code, or know-how owned or controlled by Contractor prior to the Effective Date or developed outside the scope of this Agreement.

"Confidential Information" has the meaning set forth in Section 6.1.

"Deliverables" means all tangible and intangible results of the Services identified in an SOW, including drafts, source files, documentation, and final outputs.

"Intellectual Property Rights" means all worldwide rights in copyrights, patents, trade secrets, trademarks, mask works, and any similar rights.

"Personnel" means Contractor's employees, agents, and approved subcontractors who perform Services.

"Services" means the services Contractor performs under this Agreement and any SOW.

"SOW" means a written statement of work executed by both Parties that describes the Services, Deliverables, schedule, and Fees.

"Work Product" means all Deliverables and any other works of authorship, inventions, or developments created in connection with the Services.

3. ENGAGEMENT AND DELIVERABLES

3.1 Engagement. Client engages Contractor, and Contractor accepts the engagement, to perform the Services and provide the Deliverables in accordance with this Agreement and each SOW.

3.2 SOW Priority. Each SOW is incorporated into this Agreement. If a specific SOW conflicts with this Agreement, the SOW controls only if it expressly states the conflicting term and the Parties sign or initial the change.

3.3 Standard of Performance. Contractor shall perform the Services in a timely, professional, and workmanlike manner consistent with industry standards and the Acceptance Criteria.

3.4 Personnel and Subcontractors. Contractor shall not use subcontractors without Client's prior written consent. Contractor remains responsible for all acts and omissions of its Personnel.

3.5 Delivery and Acceptance.
a. Delivery. Contractor shall deliver the Deliverables in the format and medium specified in the SOW.
b. Review Period. Client shall have [NUMBER] days after delivery to review and test the Deliverables.
c. Acceptance or Rejection. If the Deliverables conform to the Acceptance Criteria, Client shall issue written acceptance. If not, Client shall provide written notice of deficiencies, and Contractor shall promptly cure and re-deliver at no additional cost.
d. Deemed Acceptance. If Client does not provide a deficiency notice within the Review Period, the Deliverables are deemed accepted.

3.6 Change Orders. Any material change to scope, Deliverables, schedule, or Fees must be documented in a written change order signed by both Parties.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Contractor the Fees set forth in each SOW, subject to completion of applicable milestones.

4.2 Expenses. Client shall reimburse pre-approved, reasonable out-of-pocket expenses at cost upon receipt of itemized documentation.

4.3 Invoices and Payment. Contractor shall invoice no more frequently than monthly. Client shall pay undisputed amounts within [NET-30/NET-45] days after receipt.

4.4 Late Payments. Past-due, undisputed amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

4.5 Taxes. Contractor is responsible for all taxes, duties, and withholdings arising from the Fees, excluding taxes based on Client's net income.

5. WORK MADE FOR HIRE; OWNERSHIP

5.1 Work Made for Hire. The Parties intend that all Work Product qualifies as "work made for hire" as defined in 17 U.S.C. 101 and is owned exclusively by Client upon creation. Contractor agrees that the Work Product is specially ordered or commissioned for Client and, where applicable, falls within one or more of the statutory categories of work made for hire.

5.2 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 in and to such Work Product, including all Intellectual Property Rights.

5.3 Further Assurances. Contractor shall execute and deliver any documents and take any actions reasonably requested by Client to confirm, register, or enforce Client's ownership rights.

5.4 Moral Rights Waiver. To the maximum extent permitted by law, Contractor waives, and shall cause its Personnel to waive, any moral rights or similar rights in the Work Product.

5.5 Background Materials. Contractor may incorporate Background Materials only with Client's prior written consent. If approved, Contractor grants Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and create derivative works of the Background Materials as part of the Deliverables.

5.6 Tools and Residuals. Contractor retains ownership of its general tools, methodologies, and know-how developed outside the scope of this Agreement, provided Contractor does not use Client Confidential Information in violation of this Agreement.

5.7 Delivery of Source Files. Upon final payment, Contractor shall deliver to Client all source files, working files, and other materials reasonably necessary to use, maintain, and exploit the Work Product.

6. CONFIDENTIALITY AND DATA SECURITY

6.1 Definition. "Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential, including business, technical, and personal data.

6.2 Use and Protection. The receiving Party shall use Confidential Information solely to perform or exercise rights under this Agreement and shall protect it using at least reasonable care.

6.3 Exclusions. Confidential Information does not include information that is (a) publicly available without breach, (b) rightfully known to the receiving Party without confidentiality obligations, (c) independently developed without use of Confidential Information, or (d) rightfully received from a third party without confidentiality restrictions.

6.4 Compelled Disclosure. If disclosure is required by law, the receiving Party shall provide prompt notice (unless legally prohibited) and cooperate in seeking protective measures.

6.5 Return or Destruction. Upon request or termination, the receiving Party shall return or destroy all Confidential Information and certify destruction in writing.

6.6 Data Security. Contractor shall implement reasonable administrative, technical, and physical safeguards to protect Client Confidential Information and any personal data processed in connection with the Services.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.

7.2 Contractor. Contractor represents and warrants that:
a. Originality. The Work Product is original and does not infringe or misappropriate any third-party rights.
b. No Restrictions. Contractor's performance does not violate any agreement or obligation to a third party.
c. No Malicious Code. Deliverables will be free from viruses, malware, or other harmful code.
d. Open Source. Contractor will not include open source or third-party materials in the Deliverables without prior written approval and compliance with applicable license terms.
e. Compliance. Contractor will perform the Services in compliance with all applicable laws and regulations.

8. COVENANTS AND RESTRICTIONS

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

8.2 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, without Client's prior written consent, solicit for employment any employee of Client with whom Contractor had material contact through the Services.

8.3 Publicity. Contractor shall not issue press releases or public statements referencing Client or the Services without Client's prior written consent.

8.4 Records and Audit. Contractor shall maintain accurate records relating to the Services and Fees for [2] years after final payment and shall provide reasonable access for audit upon [10] business days' notice.

8.5 Conflict of Interest. Contractor shall promptly disclose any actual or potential conflict of interest that could materially affect performance of the Services.

9. TERM AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and continues until terminated as set forth herein. Each SOW terminates upon completion of its Deliverables unless earlier terminated.

9.2 Termination for Cause. Either Party may terminate this Agreement or any SOW for material breach that remains uncured [10] days after written notice.

9.3 Termination for Convenience. Client may terminate any SOW for convenience upon [15] days' prior written notice, subject to payment for conforming Services performed through the termination date.

9.4 Effect of Termination. Upon termination, Contractor shall deliver all Work Product and Confidential Information to Client. Client shall pay any undisputed Fees for Services performed before termination, subject to offsets for damages.

9.5 Survival. Sections 2, 5, 6, 7, 8, 9.4, 10, 11, and 12 survive termination, together with any provisions that by their nature should survive.

10. RISK ALLOCATION

10.1 Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Client and its Affiliates from and against losses arising out of any third-party claim alleging that the Work Product infringes or misappropriates any Intellectual Property Rights.

10.2 Indemnification Procedure. Client shall promptly notify Contractor of any claim and permit Contractor to control the defense, provided Contractor does not settle any claim without Client's prior written consent.

10.3 Limitation of Liability. EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY, OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THE SOW GIVING RISE TO THE CLAIM.

10.4 Insurance. Contractor shall maintain commercially reasonable insurance covering general liability and, if applicable, professional liability, with limits not less than [AMOUNTS].

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement is governed by federal copyright law and, to the extent not preempted, the laws of the State of Texas, without regard to conflict-of-law principles.

11.2 Forum. The state courts located in [COUNTY], Texas and the United States District Court for the [DISTRICT] District of Texas shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

11.3 Arbitration (Optional). If the Parties elect arbitration in Exhibit A, any dispute not resolved within [30] days shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat shall be [CITY], Texas.

11.4 Jury Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.5 Injunctive Relief. Either Party may seek interim or permanent injunctive relief in any court of competent jurisdiction to prevent or curtail actual or threatened infringement or breach of confidentiality.

12. GENERAL PROVISIONS

12.1 Amendment and Waiver. Any amendment or waiver must be in writing and signed by both Parties.

12.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an Affiliate or successor in connection with a merger or sale of substantially all assets.

12.3 Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation to the addresses in the preamble (or updated by notice).

12.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

12.5 Entire Agreement. This Agreement and all SOWs constitute the entire agreement and supersede all prior understandings.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each of which is deemed an original.

12.7 Force Majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control, provided prompt notice is given and reasonable efforts are used to resume performance.

12.8 Interpretation. Headings are for convenience only and do not affect interpretation.

13. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT A

Statement of Work (SOW) Form

1. Project Name:
2. Description of Services:
3. Deliverables and Acceptance Criteria:
4. Milestones and Schedule:
5. Fees and Payment Terms:
6. Approved Expenses:
7. Dependencies and Assumptions:
8. Personnel and Subcontractors:
9. Special Terms:
10. Arbitration Election (Yes/No):
11. Signatures: