Intellectual Property Agreement

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Intellectual Property Agreement

This agreement (the “Agreement”) is made and entered into as of [DATE OF AGREEMENT] (the “Effective Date”) between [LEGAL NAME OF COMPANY] (the “Project Manager”) and [NAME OF CONTRACTOR] (the “Contractor”) (collectively, the “Parties”).

WHEREAS, the Project Manager requests the Contractor to perform services for it; and

WHEREAS, the Contractor desires to perform these services for the Project Manager;

NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contractor represents and warrants that he or she is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between the Contractor and any other person, firm or organization or any law or governmental regulation.

The Contractor represents and warrants that all content provided by the Contractor to the Project Manager, in furtherance of the services described hereunder, including, without limitation, code, documentation, diagrams, text, images, and videos, including any intellectual property, such as copyrights or trademarks (the “Content”), is owned solely and legally by the Contractor.

The Contractor grants the Project Manager a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content in connection with the services described hereunder.

Any materials developed by the Project Manager, making use of Content, remains the sole property of the Project Manager subject to all applicable laws and/or statutes.

During the course of performing under this Agreement, the Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with the Project Manager, develop information, produce work product, or achieve other results for the Project Manager in connection with the services it performs for the Project Manager under this Agreement. The Contractor agrees that any such information, work product, and other results, systems and information developed by the Contractor and/or the Project Manager in connection with such services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101), and shall remain the sole and exclusive property of Project Manager. Note that this provision shall have no effect on the status of the relationship between the Project Manager and the Contractor, as set out in Section 5 above.