A standard technology assignment in which a developer assigns the intellectual property rights over a technology and agrees to maintain confidentiality.
This Confidentiality Technology Assignment Agreement is effective as of Date between Company (and its successors and assignees) ("Contractor"), and Developer ("Developer").
1. Assignment and Ownership.
1.1 Developer assigns to Contractor exclusively all rights, titles, and interests in all code and products developed as part of the services (the "Services") initiated through oDesk Corporation's website, http://www.odesk.com (the "oDesk Website"). Developer agrees to assist Contractor to evidence and support the completion of the assignment as necessary. In consideration of the assignment, Developer will receive compensation as indicated on the oDesk Website.
1.2 Upon creation, the Company will own all rights, titles, and interests (including any intellectual property rights) relating to all inventions, designs, know-how, ideas and other information conceived in whole or in part, by Developer in connection with the Services.
All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Developer hereby makes all assignments necessary to transfer ownership to the Company. Developer will assist the Company, at the Company’s expense, to obtain, perfect, and defend such assignments and rights assigned. Any license granted to the Company under this Agreement includes "moral rights," or the like (to the extent permitted).
Developer hereby irrevocably designates and appoints the Company and its agents to act for and onDeveloper's behalf to execute and file any document and to do all other lawfully permitted acts to further this section with the same legal force and effect as if executed by Developer.
Developer represents and warrants to the Company that Developer will do not infringe or violate the rights of any party.
2. Confidential. Developer will not use or disclose anything related to this Agreement or any other technical or business information provided by Contractor to the Developer for the Services. Developer will also not disclose the name of the website developed by Developer or any information about Company without permission from Company.
3.. Representations. Developer represents that he owns all rights in any code developed as part of the Services or the code provided as part of the Services is "open source" code that can be used for commercial purposes.
- The failure of either party to enforce its rights under this Agreement will not be a waiver of such rights.
- All changes, modifications, or waivers to this Agreement must be in writing and signed by both parties.
- If any provision of this Agreement is found to be illegal or unenforceable, this Agreement will otherwise remain in effect.
- This Agreement will be governed by and construed under New York law without regard to the conflicts of laws provisions.
- Any legal action or proceeding under this Agreement will be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction thereof. The prevailing party will be entitled to recover costs and attorneys’ fees in any action or proceeding to enforce rights under this Agreement.
- This Agreement reflects the complete agreement between the parties concerning its subject matter and supersedes all prior written or oral related agreements or understandings.