In consideration of the freelance arrangement between the parties and the fees to be paid under Paragraph 5, and for other good and valuable consideration, the parties now agree as follows:
‘Previous Work’ shall include information, technical data, trade secrets, and know-how, including, without limitation, research, product plans, customer lists, markets, computer software, computer programs, developments, inventions, discoveries, processes, formulas, algorithms, technology, designs, drawings, marketing and other plans originally developed by FREELANCER before this Agreement came into effect. FREELANCER hereby grants to THE COMPANY a limited, non-exclusive, non-transferable, royalty free license to reproduce, distribute and use any portions of Previous Work used within The Project (as described below).
‘Open Source Software’ shall include any royalty-free public domain third-party software applications, or portions thereof, whose titles and ownerships belong neither to FREELANCER or THE COMPANY, and, as such, titles and ownership cannot be transferable to either party in this Agreement.
‘The Project’ shall contain any services performed for, or at the request of, THE COMPANY, at any time during FREELANCER’S freelance arrangement with THE COMPANY, which will include all New Work (as described below). The Project may or may not include portions of Previous Work and Open Source Software, but respective titles and ownerships of any Previous Work and Open Source Software used shall be maintained by their respective owners and not transferred to THE COMPANY as part of The Project.
‘New Work’ shall mean all original work product, works of authorship, improvements, modifications and derivative works, made, conceived, expressed, written or authored by FREELANCER, solely or jointly with others, in connection with this Agreement and The Project.
1.To respect THE COMPANY’S development schedule, THE COMPANY acknowledges that FREELANCER may make use of Previous Work or Open Source Software to enhance or compliment The Project for THE COMPANY. THE COMPANY hereby irrevocably acknowledges that the title and ownership of any Previous Work used in the project shall remain the property of FREELANCER, and that title and ownership of any Open Source Software shall remain with their respective creators and owners.
FREELANCER acknowledges that all New Works developed as part of The Project are and shall remain the sole property of THE COMPANY or its designee(s). FREELANCER acknowledges that all such New Works were intended to be, are, and shall be considered "works made for hire" under the U.S. Copyright Laws, belonging solely to THE COMPANY or its designee(s).
The Project as developed by FREELANCER for THE COMPANY shall be considered work done solely for THE COMPANY. To the extent that The Project under applicable law as outlined in Paragraph 4 may not be considered work made for hire by FREELANCER for THE COMPANY, FREELANCER hereby irrevocably assigns (or upon its creation, automatically and irrevocably assigns) to THE COMPANY, without any further consideration, all right, title and interest in and to The Project excluding any portions containing Open Source Software or Previous Work. THE COMPANY shall have the exclusive right (but no obligation) to use and/or dispose of The Project, whether original or derivative, in whole or in part, for all purposes without additional compensation or obligation to FREELANCER.
FREELANCER acknowledges that due to the sensitive nature of the information dealt with in the course of The Project, that FREELANCER may never maintain any New Works in their private library (which constitutes a portion of FREELANCER’S Previous Work) for future projects for other clients.
FREELANCER shall not challenge the validity of the ownership by THE COMPANY or its designee(s) of the New Works, or take any action that could reasonably be expected to limit or diminish THE COMPANY’S (or its designee(s)’s) rights in the New Works.
2.THE COMPANY hereby grants to FREELANCER a limited, non-exclusive, non-transferable, royalty free license to gain access to view, copy, transfer, and electronically publish any portions of The Project to its computers, servers, databases, and other electronic storage means for development, testing, publication, and finalizing of The Project. FREELANCER agrees that all development work will be done on servers and computers provided by means of remote access by THE COMPANY, unless otherwise directed or permitted in writing. FREELANCER may not sublicense or syndicate The Project to any third party, nor display FREELANCER’S name anywhere within The Project that could be viewed by the public; to maintain the licensing Agreements of Open Source Software and Previous Works, FREELANCE is permitted to write comments and documentation within The Project to direct other developers as to the licensing restrictions of those portions of The Project.
Any and all goodwill which may arise from the use of the THE COMPANY logo, or The Project, shall inure to the benefit of THE COMPANY.
3.FREELANCER will not disclose or use, at any time, except for the benefit of THE COMPANY, an affiliate of THE COMPANY, or any party that THE COMPANY specifically identifies to FREELANCER for such purpose, any Confidential Information (as herein defined). "Confidential Information" shall mean all THE COMPANY proprietary information, technical data, trade secrets, and know-how, including, without limitation, research, product plans, customer lists, markets, computer software, computer programs, developments, inventions, discoveries, processes, formulas, algorithms, technology, designs, drawings, marketing and other plans, business strategies and financial data and information, whether or not marked as "Confidential." "Confidential Information" shall also mean information received by THE COMPANY from customers of THE COMPANY, or from other third parties subject to a duty to keep confidential. "Confidential Information" shall not include information that FREELANCER can establish (i) is already in FREELANCER’s possession at the time of its disclosure through no wrongful act of FREELANCER; or (ii) is or becomes publicly known through no wrongful act of FREELANCER. Following termination, FREELANCER will not retain any written or other tangible or electronic material containing any Confidential Information.
4.This Agreement sets forth the entire Agreement of the parties with respect to the transactions set forth herein. This Agreement may only be amended in a writing signed by both parties. The parties to this Agreement are independent contractors, and nothing contained herein creates an agency, partnership, joint venture, or employment relationship between the parties. FREELANCER may not assign this Agreement or any right, interest or benefit hereunder without THE COMPANY’s prior written consent. THE COMPANY may assign this Agreement and any rights hereunder without consent to any entity or written notice to FREELANCER. This Agreement shall bind the parties and their respective permitted successors, heirs, and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri, excluding its conflicts of law principles. For geographical consideration, the parties hereby irrevocably agree that any dispute arising from this Agreement will be dealt with through mutually-agreed arbitration before designating an exclusive venue for any legal action or proceeding in any way relating to this Agreement.
5.THE COMPANY will pay FREELANCER USD $30 per hour of work on The Project, not to exceed a sum total of USD $6000.00 (200 hours of work time) for the duration of The Project. FREELANCER may at their discretion, bill THE COMPANY for time already spent on The Project since initial contact on December 23, 2004. FREELANCER agrees to bill THE COMPANY on a weekly basis with invoices due each Monday until terminated, and THE COMPANY agrees to pay the invoice amount in full by company check or bank draft to FREELANCER’s address, or PayPal transfer to
[email protected] within 15 calendar days. FREELANCER reserves the right to halt work or delivery of The Project until any remaining payments are paid in full.
ACCEPTED AND AGREED AS OF THE DATE FIRST SET FORTH ABOVE BY:
THE COMPANY
Signature:
Printed name:
Title:
FREELANCER
Signature:
Printed name:
Title:
