Establish ownership of work product for service: Work for Hire Agreement
What is a Work for Hire Agreement?
A Work for Hire Agreement helps ensure that you own the rights to the work that you have paid for. Work for Hire Agreements are often used when hiring writers and artists for projects. Having an independent contractor enter into an agreement will ensure that you obtain the rights to the work.
If you're looking to hire an independent contractor to complete work on a temporary basis, a Work for Hire Agreement helps outline your expectations as to how the job will be completed. Our Work for Hire Agreement template allows you to determine timelines, work schedules, milestones, and payment terms, including any retainer fees so that you worry less and enjoy the finished product more.
If you're hired as an independent contractor, a Work for Hire Agreement puts your obligations to clients in writing so that you're protected in the event of a disagreement. This document helps ensure you get paid and helps to maintain your professional relationships.
When to use a Work for Hire Agreement:
You are hired as an independent contractor to complete a project.
You are hiring an independent contractor to complete a project.
You want to ensure the contractor has no rights of ownership over the work or product created under the agreement.
Have questions about your Work for Hire Agreement?
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Sample Work for Hire Agreement
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This (this "Agreement") is made effective as of , by and between (the "Recipient"), of , , , , , , and (the "Contractor"), of , , . , , . In this Agreement, the party who is contracting to receive the services shall be referred to as "", and the party who will be providing the services shall be referred to as "."
. DESCRIPTION OF SERVICES. Beginning on , will provide the following services (collectively, the "Services"):
. RETAINER FEE AND PAYMENT FOR SERVICES. will pay a retainer to for the Services in the amount of . This fee shall be payable in advance upon execution of this Agreement. shall bill first to the retainer. will pay a monthly retainer to for the Services in the amount of per month for the duration of this Agreement. Payment is due on or before the of each month. will pay a retainer to through the following method: In addition to the retainer fee, will pay compensation to for the Services in the amount of . This compensation shall be payable in a lump sum upon completion of the Services. no later than . at a rate of per . in the amount of . Payments will be made as follows:
No other fees and/or expenses will be paid to , unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. The Contractor has the right of control over the method of payment for services.
. TERM/TERMINATION. This Agreement shall terminate automatically on .may be terminated by either party upon days' written notice to the other party.Termination of this agreement will occur as follows:
. RELATIONSHIP OF PARTIES. It is understood by the parties that is not an employee of the . will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the . The Contractor shall be exempt from the duties of professional employer organizations.
. TITLE AND COPYRIGHT ASSIGNMENT.
| a. and the intend this to be a contract for services and each considers the products and results of the Services to be rendered by hereunder (the "Work") to be a work made for hire. acknowledges and agrees that the Work (and all rights therein including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the . |
| b. If for any reason the Work or any part thereof would not be considered a work made for hire under applicable law, does hereby sell, assign, and transfer to the , its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all clauses of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. |
| c. If the Work is one to which the provisions of U.S.C. 106A apply, hereby waives and appoints the to assert on 's behalf 's moral rights or any equivalent rights regarding the form or extent of any alteration of the Work (including, without limitation, removal or destruction) or making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions of the Work, in any medium, for the 's purposes. |
| d. agrees to execute all papers and to perform such other proper acts as the may deem necessary to secure for the or its designee the rights herein assigned. |
. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of the Recipient are the property of the Recipient. the Contractor.
. CONFIDENTIALITY. Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Recipient. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or pricing information of the Recipient. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the , or divulge, disclose, or communicate in any manner any Confidential Information. will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, will return to all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
. INJURIES. acknowledges the 's obligation to obtain appropriate insurance coverage for the benefit of the (and 's employees, if any). waives any rights to recovery from the for any injuries that the (and/or 's employees) may sustain while performing services under this Agreement and that are a result of the negligence of the or the 's employees. Contractor will provide the Recipient with a certificate naming the Recipient as an additional insured party.
. INDEMNIFICATION. agrees to indemnify and hold harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the that result from the acts or omissions of the , the 's employees, if any, and the 's agents.
. NO RIGHT TO ACT AS AGENT. An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Recipient has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Recipient has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Recipient and has an obligation to notify any involved parties that it is not an agent of the Recipient.
. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
. WAIVER OF BREACH. The waiver by the Recipient of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Commonwealth of .
. SIGNATORIES. This Agreement shall be signed by , on behalf of and by , on behalf of . This Agreement is effective as of the date first above written.
RECIPIENT:
| By: | Date: |
CONTRACTOR:
| By: | Date: |
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Important Details
The should only be used for a party who is not a hired employee with respect to the Recipient. If the arrangement between the Recipient and the Contractor conforms more closely to the characteristics of an employee/employer relationship, the Employment Agreement may be more appropriate.
About Work for Hire Agreements
Learn about how to establish ownership of work product for service
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What is the 'Work for Hire' Doctrine
If you plan on hiring an independent contractor temporarily, a Work for Hire Agreement can help ensure that both you and the contractor understand what the project entails and what is to be expected of the contractor. This agreement will not only protect your interests but the interests of the contractor as well. Because it protects both parties, independent contractors may also use this type of agreement when working with clients.
The Work for Hire Doctrine
If you are hiring a temporary contractor, you may have concerns over who owns the work you commission. The work for hire doctrine helps to clarify this issue.
Generally speaking, unless there is a special written agreement in place before any of the work begins, any person who contributes to the project can, theoretically, sell that exact same material to someone else without your permission. This becomes particularly problematic with writing projects. Under copyright law, authors presumably own the copyright to any works they create.
Under the work for hire doctrine, work for hire can only exist under two circumstances:
- Work created by independent contractors. In this case, the work must be specially ordered, meaning that the contractor must be paid to create something new. Prior to creating the work, each party must enter into a signed and written agreement that the work will be considered a work for hire. The work must also fall under one of the nine statutory categories of commissioned works under the Copyright Act.
- Work prepared by an employee that is within their scope of employment. Any work created by an employee that is within their scope of employment is considered work for hire.
The Advantages of a Work for Hire Arrangement
Most people are under the assumption that they own the rights to any work they have paid for. Without a written Work for Hire Agreement in place, you may not necessarily own the rights to the work. Having an independent contractor enter into an agreement will ensure that you obtain the rights to the work.
For independent contractors, signing a Work for Hire Agreement will put your client's mind at ease and assure them that they own the work they have paid for.
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What a Work for Hire Agreement Includes
Before starting a project with an independent contractor, a Work for Hire Agreement should be written and signed to protect both parties and ensure that everyone is on the same page.
- A timeline for the project.
- A detailed work schedule.
- Project milestones.
- Terms of payment.
A Work for Hire Agreement may also be used to ensure that the contractor doesn't retain any rights over the product or the work created. Without a formal agreement in place, rights may not be transferred to the client who purchased the work. For this reason, these agreements are often used when hiring writers and artists for projects.
