The work for hire agreement is essential when striking a working deal between an employer and an employee.
Are you planning to hire someone to commission your work? Or are you in the talks of working under someone? In either case, you need to sign a work for hire agreement. It is an essential and obligatory proceeding.
What Is a Work for Hire Agreement?
A work for hire agreement is a signed document before a deal strikes between an individual and an independent contractor. It is supposed to be approved by both the parties before further proceedings resume.
The clauses are mutually agreed upon, and the agreement itself serves as a proof. With a work for hire agreement, there arises no breach of copyright or any other ownership related issues regarding the job done in the future.
There might be problems in the future without signing it. It may be that the person who had done the work can sell the work or publish it under another company, that is different from the one he previously worked.
The creator can do so because he owns autonomy over his creation. In such cases, the company might fall into trouble; work done for his own company has been sold to another. To avoid such plagiarism and complicated issues, a work for hire agreement shall be issued and signed at the beginning.
It ensures that the employer or the company that is hiring exercises all rights over the creator's content and has no ownership of their creation whatsoever. The agreement is mutual.
Why Needs a Work for Hire Agreement?
If you are an independent individual, planning to hire a temporary contractor for commissioning your work, you are obligated to draw and sign a work for hire agreement. Why do you need the deal? The work for hire agreement ensures copyright matters.
The agreement clearly states and establishes the clauses as to which of the two parties will own the copyright for the work commissioned and produced. It ensures that the company or the hiring individual owns all rights to the creation and has complete authority over it.
Who Needs a Work for Hire Agreement?
Signing a work for hire agreement does not necessarily imply that the employer owns the copyright of the entirety of the creator's work. The work, as done by an employee, falls under various categories. Only certain groups can be stated under the agreement.
To determine whether the work done by an employee should fall under the agreement, the three points should be considered:
- Whether the work falls under the employee's actual domain of work, or whether the employee did the kind of work for which he was hired.
- Whether the work was done during approved office hours.
- Whether the work that is done benefits and serves the company/employer.
The work for hire agreement can be drawn under the following circumstances:
Firstly, the employer will own copyrights to the content that is produced by independent freelancers. The agreement is drawn before the creation of content begins. The work that will be commissioned should fall under the specific nine work for hire categories.
Secondly, the content of the work created by an employee under an employer during their scope of employment can be considered under work for hire agreement. In such cases, the employing company takes ownership of all the work created by an employee.
The types of work areas mentioned below. The work, as stated below, would be considered to fall under the agreement.
- Contributory. If the content is a part of collections such as magazines, encyclopedias, anthologies, etc. These works are nothing but a combination of various independent artists' works.
- If the work is dedicated or is a portion of an audio or a visual piece.
- Translation related work
- Supplementary works that are created as a side-piece for primary tasks. These include forewords, afterwords, illustrations, contents, indexes, charts, appendices, etc. of a book.
- Instructional pieces and manuals
- A test
- Answer material for tests
The creators of these works shall not own copyright over their creation.
Benefits of Having a Work for Hire Agreement
The points stated below can be considered as benefits of a work for hire agreement.
- A work-for-hire agreement can help determine the company's status and suitability as per your requirements. You can evaluate how the company works and functions. The settlement also influences your decision on if you will be working for the company.
- When a company takes you on a work for hire agreement, you get in a position whereby you can negotiate for a higher stipend and employment benefits packages. You might not have gotten this advantage if you were a regular permanent employee.
- A work for hire agreement can also be an additional beneficial element when creating a resume. Having had associations with many companies and employers on a work-for-hire basis increases your field of experience and practical working.
- Working under various jobs to hire contractors and companies helps you gather experience and gain more knowledge about the field of work.
What Are Included in a Work for Hire Agreement?
Several clauses have been mentioned in the work for hire agreement. If you are confused regarding what to add while drawingone, you can refer to a work for hire agreement template available online. It consists of many sections.
- Details of parties
- The kind of service to be commissioned for
- Mention of compensations
- Details about ownership rights of the content created
- Term of agreement
- Confidentiality and privacy of the work done and the one who does it
- Termination of the agreement and reasons for the same
- Representation and warranties
- Limitation of Liability
- Legal fees and salary of the employee
- The agreement's governing laws and jurisdictions for the same
- Signature of both the parties
For further information, you can view more in a work for hire agreement template.
To wrap it up, this was all you needed to know about a work for hire agreement, how it works, and what are its essential clauses. Furthermore, if you need more information, you can refer to a work for hire template.
Cocosign offers several practical and beneficial work for hire agreement samples. Apart from those, we also have various sample agreements for services. Visit our official Cocosign website for more details.
This agreement (the “Agreement”) is entered into by and between ________________, a ______________ corporation, whose address is ____________________, (“Company”), and _________________, whose address is ______________________________ ____________________________ (“Consultant”).
WHEREAS, Company desires to retain the services of Consultant to develop certain artwork/computer programming to be used by Company in a project that it is developing entitled __________________ (“Project”) as described in greater detail in Schedule ‘A’ attached hereto; and
WHEREAS, Consultant is willing and able to provide such services to and develop such artwork/programming for Company in accordance with the terms recited herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
RETENTION OF CONSULTANT
A. Company hereby retains the services of Consultant to provide certain art and/or programming related services for Company in connection with the Project, including the creation and development of ideas, artwork, designs, plans, software programs, documents, concepts, inventions, devices, samples, prototypes, and improvements (the “Work”).
B. Consultant is an independent contractor and not an employee of Company. Nothing contained herein shall be construed to create a partnership, joint venture, principal-agent or employer-employee relationship between the parties. It is the intent of the parties that Consultant shall in no manner be considered an employee of Company (statutory, common law, leased or otherwise) for any purpose, including, but not limited to, wages, benefits, rights and privileges afforded to employees under any federal or state statutes, regulations, or administrative rulings in any jurisdiction. Unless otherwise expressly agreed to in writing, Consultant shall not be entitled to or eligible for any benefits or programs otherwise given by Company to its employees, including, but not limited to, vacation and holiday pay, overtime pay, leaves of absence, health and welfare benefits, including coverage for medical, dental, vision, accidental death and disability, long-term or short-term disability, or life insurance, severance benefits, retirement benefits, including pension or thrift plan contributions, and/or any other benefits of any kind or nature provided by Company to its employees.
C. Consultant hereby warrants to Company that Consultant is engaged in an independent business enterprise, and that Consultant has complied with all business requirements necessary to operate Contractor’s business, if any, such as licensing, tax and other business operation requirements. Consultant shall be solely and entirely responsible for Consultant’s own acts and omissions relative to the performance of services under this Agreement, and Consultant shall
C. With respect to the payments described in this Section 4, it is understood and agreed that Consultant is solely responsible for federal, state, and/or local income, self-employment or payroll taxes, interest, assessments and penalties, if any, that are or will become due and payable in connection with the performance of the Work and the payments to be made by Company under this Agreement. Company makes no representations or warranties regarding Consultant’s tax obligations or liabilities concerning these payments. Consultant hereby agrees to indemnify, defend (at Company’s option) and hold Company harmless from and against all liabilities, losses, costs, expenses, interest, payments and penalties which may result from Consultant’s receipt of the payments from Company in the event any such payments are later determined to be taxable wages.
5. OWNERSHIP RIGHTS
A. It is understood and agreed that Work is being developed by Consultant for the sole and exclusive use of Company and/or a client of Company (‘Client’) and that Company and/or Client shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, including all copyright and proprietary rights relating thereto. All work performed by Consultant on Projects and all Work generated in connection therewith is and shall be considered as ‘Works Made for Hire’ (as defined under the U.S. Copyright Laws) and, as such, shall be owned by and for the benefit of Company and/or Client.
B. Subject only to Company’s payment of all fees owed to Consultant as provided herein, Company and/or Client have the right to use or not use Work and to use, reproduce, re-use, alter, modify, edit, or change Work as it sees fit and for any purpose. Consultant hereby waives any moral rights Consultant may have in the Work against Company and Client.
C. In the event that it should be determined that any of such Work does not qualify as a Work Made for Hire, Consultant will and hereby does assign to Company and/or Client all right, title, and interest that it may possess in such Work including, but not limited to, all copyright and proprietary rights relating thereto. Upon request, Consultant will take such steps as are necessary to enable Company and/or Client to record such assignment, at Company’s expense.
D. Consultant will sign, upon request, any documents needed to confirm that any specific Work is a Work Made for Hire and to effectuate the assignment of its rights to Company and/or Client.
E. Both during the Term of this Agreement and thereafter, Consultant will assist Company, Client and/or their agents, upon request, in preparing U.S. and foreign copyright, trademark, and/or patent applications covering Project and/or Work. Consultant will sign any such applications, upon request, and deliver them to Company and/or Client. Company and/or Client will bear all expenses that it causes to be incurred in connection with such copyright, trademark, and/or patent protection.
F. CONSULTANT’S PROPRIETARY MATERIALS. Notwithstanding the provisions of Subsections 5A through 5C above, it is understood and agreed that Consultant may in its sole discretion use its proprietary software programs, trade secrets, applets, templates, forms, graphics and/or other proprietary information in providing the Work. If Consultant uses any such proprietary software programs, trade secrets, applets, templates, forms, graphics and/or other proprietary information and so notifies Company, Company shall not acquire any proprietary rights to such programs, trade secrets, applets, templates, forms, graphics or other proprietary information. Consultant grants to Company as of the date of acceptance, and payment all applicable fees due hereunder by Company to Consultant, a nonexclusive, non-transferable license to use all such materials in the form included in the completed Work and/or Project in perpetuity, including the right to create derivative works based thereon.
6. REPRESENTATIONS AND WARRANTIES
A. Consultant represents and warrants to Company that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which Consultant may be a party.
B. Consultant represents and warrants to Company that all Work is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties.
C. For a period of one year immediately after termination of this Agreement, Company shall not interfere with Consultant’s business by soliciting any employee to leave Consultant’s employ, by inducing any third party consultant to sever that consultant’s relationship with Consultant, or by soliciting business from any of Consultant’s customers or clients without the express written consent of Consultant.
Consultant recognizes that during the course of its work with Company, Consultant may have occasion to conceive, create, develop, review, or receive information which is considered by Company to be confidential or proprietary, including information relating to inventions, patent, trademark and copyright applications, improvements, know‑how, specifications, drawings, cost data, process flow diagrams, customer and supplier lists, bills, ideas, and/or any other written material referring to same (‘Confidential Information’). Both during the Term of this Agreement and thereafter:
a. Consultant agrees to maintain in confidence such Confidential Information unless or until: (1) it shall have been made public by an act or omission of a party other than itself; or (2) Consultant receives such Confidential Information from an unrelated third party on a nonconfidential basis.
b. Consultant further agrees to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorized persons or disclosure.
c. If requested by Company, Consultant agrees to promptly return to Company all materials, writings, equipment, models, mechanisms, and the like obtained from or through Company including, but not limited to, all Confidential Information, all of which Consultant recognizes is the sole and exclusive property of Company.
d. Consultant agrees that it will not, without first obtaining the prior written permission of Company: (1) directly or indirectly utilize such Confidential Information in its own business; (2) manufacture and/or sell any product that is based in whole or in part on such Confidential Information; or (3) disclose such Confidential Information to any third party.
A. Consultant agrees to defend, indemnify, and hold Company, its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Company based on a breach by Consultant of any representation and warranty made in this Agreement.
B. Company agrees to defend, indemnify, and hold Consultant, its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Consultant based on any act or omission of Company, any breach by Company of any representation and warranty made in this Agreement as well as any claim that any material provided by Company to Consultant, including any source material upon which the Work is to be based, infringes upon the intellectual property rights of that third party. The provisions of this Section shall not apply to any claim which arises as a result of a breach of any representation or warranty made by Consultant herein.
A. Company shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of its rights in the Work. Any lawsuit shall be prosecuted solely at Company’s expense and all sums recovered shall be retained by Company.
B. Consultant agrees to fully cooperate with Company in the prosecution of any such suit, and Company shall reimburse Consultant for any previously approved expenses that it might incur as a result of such cooperation.
A. Company shall have the absolute right to terminate this Agreement on no notice to Consultant should Consultant fail to deliver the Work to Company in a form acceptable to Company on or before the dates recited in the Delivery Schedule.
A. Company shall have the absolute right to terminate this Agreement in its sole
discretion for any reason, with our without cause, at any time, subject to applicable provisions of this Agreement with regards to Company’s payment obligations. Consultant shall have the right to terminate this Agreement in its sole discretion for any reason, with or without cause, at any time, by providing Company thirty (30) days written notice and by delivering a copy of all Work, whether completed or in progress, at the time of Termination.
B. Either party may terminate this Agreement on thirty (30) days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty-day period, the breaching party fails to cure such breach.
C. In the event that this Agreement is terminated as a result of a breach of this Agreement by Consultant, Company shall have the right, in addition to any other claims that it might otherwise have against Consultant, to complete Work either itself or through the services of a third-party Consultant and charge back to Consultant any costs incurred.
D. If Consultant’s services are terminated prior to the completion of all deliverables described in Schedule A, Consultant shall be paid up and through the most recently approved deliverable subject to Section 10C above. In the event Consultant’s services are terminated without cause, Consultant shall be entitled to full payment for any completed work delivered to Company prior to review and acceptance, and a pro-rata payment for any work materially in progress but not delivered at the time of termination (however, payment is subject to delivery of such in-progress work).
E. The provisions of Paragraphs 5, 6, 7, 8, and 12-17 shall survive any termination of this Agreement.
Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service such as Federal Express, or by facsimile communication with an acknowledgment by the recipient.
12. JURISDICTION AND DISPUTES
A. This Agreement shall be governed by the laws of the State of California.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of ________________. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
13. AGREEMENT BINDING ON SUCCESSORS.
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.