WORK MADE FOR HIRE AGREEMENT, ASSIGNMENT AND TRANSFER
This Agreement is entered into on this ______day of ________________, 2005, by and between Brent Carter (“Owner”) and ______________________________ (“Contributor”). This Agreement shall apply to all work submitted by Contributor to Owner via electronic means or via conventional means, such as via mail or facsimile, from the date of this Agreement forward unless otherwise specified.
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Owner has specially commissioned Contributor to create material(s) containing text and/or photographs (the “Work”), in which Owner shall own all intellectual property rights, for use by Owner.
Owner shall own all right, title and interest in and to the Work, and all additions to, deletions from, alterations of or revisions in the Work and other materials developed or furnished by Contributor and each element and part thereof.
3. Work Made for Hire; Transfer
3.1 Work Made for Hire. Contributor hereby agrees and acknowledges that the Work, and all results and proceeds of the Work, is a work done under Owner’s direction and control and which has been specially ordered or commissioned by Owner for use as a contribution to a work to be published and that all such services, results and proceeds shall be considered a “work made for hire,” as that term is defined in section 101 of Title 17 of the United States Code (the Copyright Act). As a work made for hire, the Work is the sole property of Owner. Furthermore, Owner shall own all of the rights in and to the copyright of the Work and only Owner shall have the right to copyright the same which Owner may do in its name or in the name of its nominee.
3.2 Transfer. If all or part of the Work is, for any reason, deemed not to be a work made for hire, Contributor agrees that, pursuant to this Agreement, Contributor has transferred to Owner the ownership of any and all rights, title and interest that Contributor may have in the Work, including but not limited to copyrights. Transfer shall be deemed effective immediately upon determination that the Work is not a work made for hire. Upon reasonable request by Owner, Contributor agrees to execute any additional documents that may be required to confirm this transfer and to establish Owner’s copyright in the Work.
4.1 Ownership Rights. Owner shall have the sole and exclusive right, throughout the universe, in all languages, and in perpetutity, to use and exploit all or any part of the Work and all or any part of any material contained in or prepared for such Work, in any format or version, by any means and in any media, whether now known or hereafter developed. Owner shall have the unlimited and unrestricted right to reproduce the Work, to distribute the Work, to create derivative materials based on the Work (including foreign translations of such Work), to publicly display the Work, to publicly perform the Work, and to transmit the Work digitally or by any other means.
4.2 Moral Rights. To the extent that Contributor has any moral rights (droit moral) or similar rights in the Work, under the law of any jurisdiction, Contributor expressly waives those rights. In particular, Contributor waives any right to have the Work attributed to Contributor or to prevent the Work from being modified, edited, transformed, or otherwise adapted as Owner may deem necessary.
5. Status of Contributor
Contributor is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or paments which may be required by federal, state or local law with respect to any sums paid to Contributor under this Agreement. Contributor is not Owner’s agent or representative and has no authority to bind or commit Owner to any agreements or other obligations.
6. Representations and Warranties
Contributor represents and warrants to Owner that Contributor has full power and authority to make this Agreement; that in performing under this Agreement, Contributor will not violate the terms of any agreement with any third party; that the Work, and all elements and parts thereof, will not be in the public domain, will not infringe any statutory or common law copyright, will not be libelous or obscene, will not violate any right of privacy or publicity, or otherwise violate any law or any personal or property rights. For any photographs submitted by Contributor, all necessary releases and clearances shall have been obtained by Contributor prior to submission to Owner.
Contributor shall indemnify Owner and hold him harmless from and against any liabilities, losses, damages, costs or expenses, including attorney’s fees, arising from any claims, action or proceeding based upon or in any way related to any breach or alleged breach of the foregoing warranties and representations.
8. Submission of Work
Contributor agrees to deliver the completed Work to Owner in such format as Owner may designate. Upon completion of Contributor’s services to Owner, Contributor shall surrender to Owner all copies of the Work in Contributor’s possession.
9. Miscellaneous Provisions
9.1 Governing Law. This Agreement shall be construed, and legal relations between the Parties shall be determined in accordance with the laws of the District of Columbia. Any disputes under this Agreement shall be subject to the exclusive jurisdiction of the courts located in the District of Columbia.
9.2 Severability; Waiver. If any section or subsection of this Agreement is either found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, or the breach of any section or subsection is waived in any respect, the validity, legality and enforceability of any such section or subsection in every other respect and the remainder of this Agreement shall continue in effect.
9.3 Attorneys Fees. In the event of any dispute between the Parties arising out of this Agreement, the prevailing party shall be entitled to recover its attorney’s fees and costs.
9.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement or the relationship between the Parties established by it shall be submitted to final and binding arbitration in the District of Columbia before the American Arbitration Association in accordance with its Commercial Rules applicable to proceedings determined by one (1) arbitrator. Judgment upon any award it may grant may be confirmed and entered in any court of competent jurisdiction. This provision shall be deemed self-executing, and an award may be entered against a party who fails to appear at any duly noticed hearing.
9.5 Entire Agreement. The Parties agree that this Agreement is the complete and exclusive statement of the agreement between the Parties relating to the subject matter of the Agreement.
9.6 Signatures; Counterparts. A facsimile signature shall serve as an original signature. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall, when taken together, constitute a single document.
9.7 Voluntary Consent. Each party warrants and represents that in executing this agreement, the terms of this agreement have been read and its consequences (including risks, complications, and costs) have been fully understood. Each party further acknowledges and represents that, in executing this agreement, he or she has not relied on any inducements, promises, or representations made by the other party or any person representing or serving the other party.
____________________________ Dated: __________
____________________________ Dated: __________ By:_________________________