work for hire in a partnership situation

[geterdone]

What is the name of your state (only U.S. law)? If you are a partner in a company and executed an operating agreement that states each person's contribution to the partnership, why would you need to sign a "work for hire" agreement for creating software for the company you are a partner of? So in essence would Mark Zuckerberg need to do a "work for hire" agreement for the code he created for Facebook. Wouldn't a simple assignment of rights passing trademark and copyright powers to the company you are a partner of be sufficient? I apologize if this is not clear enough.Thank you in advance for your advice.

 

[quincy]

What is the name of your U.S. state, geterdone?

Are you involved in a situation similar to what you describe, or are you interested in knowing how Zuckerberg handles IP rights, or do you just want general information?

 

[geterdone]

What is the name of your U.S. state, geterdone?

Are you involved in a situation similar to what you describe, or are you interested in knowing how Zuckerberg handles IP rights, or do you just want general information?

Hi Quincy thanks for the quick response. Currently in a situation similar, the state is Las Vegas. The Zuckerberg example was just a way to try to draw a more vivid picture of the situation.

 

[quincy]

What is the name of your state (only U.S. law)? If you are a partner in a company and executed an operating agreement that states each person's contribution to the partnership, why would you need to sign a "work for hire" agreement for creating software for the company you are a partner of? So in essence would Mark Zuckerberg need to do a "work for hire" agreement for the code he created for Facebook. Wouldn't a simple assignment of rights passing trademark and copyright powers to the company you are a partner of be sufficient? I apologize if this is not clear enough.Thank you in advance for your advice.

After reading your "thanks for the quick response" I feel a bit guilty that I could not return to your question until today. I appreciate you supplying your city name and an explanation.

The most important factor in any partnership is probably trust between the partners. The second most important factor in a partnership is probably a good partnership agreement that will ensure both parties remain trustworthy.

A partnership agreement will generally include a provision that mimics in a way a "work for hire" agreement, but work-for-hire agreements are more a child of an employer/employee relationship, designed to provide that all works, and all rights in the works, that are created by an employee within the scope of his employment will belong to the employer.

The need for a work for hire agreement is because the author/creator of a work is the owner of the copyright in the work, absent any agreement to the contrary. The work-for-hire agreement is this "agreement to the contrary" that allows for the copyrights in all works created by an employee to be transferred to the employer under agreement terms and agreement-defined limits.

What you need in any partnership is a good contract/agreement that defines each party's role but also details all aspects of the operation of the company, including how to handle the IP rights generated by works created. Partnership agreements should cover all areas from the formation of the partnership to the operation of the company and through to the dissolution of the partnership and/or company.

You can visit the copyright office website to view a copyright registration form, which will show you how businesses register works: (http://www.copyright.gov). Copyrighted material belonging to a company will be registered with the business listed as the copyright claimant. The claimant, if not the actual creator/author of the work, needs to include the form of transfer of rights in the work being registered (ie, work for hire agreement, assignment, terms of contract, whatever).

You could also check out contracts online that have IP-right provisions to see how they are worded. One that you could potentially read through is the following non-compete contract with an IP-rights clause: http://contracts.onecle.com/china-finance/qian.noncomp.2004.03.31.shtml.

I recommend, if you are setting up a partnership or are concerned about the ownership of rights in a work created as a partner, that you consult with an attorney. You will want drafted a proper agreement that addresses in advance all issues that may arise, and that will specifically address IP rights.

I think I sort of wandered a bit here. . . .I hope I touched well enough on your question.

 

[geterdone]

Hi Quincy,
I apologize, you replied quickly but it took me a while to respond. Thank you for the detailed answer. The way that you answered absolutely brought the entire picture into focus. The operating agreement does cover copyright and trademark rights. Thank you again great answer and follow-up resources.

 

[quincy]

Hi Quincy,
I apologize, you replied quickly but it took me a while to respond. Thank you for the detailed answer. The way that you answered absolutely brought the entire picture into focus. The operating agreement does cover copyright and trademark rights. Thank you again great answer and follow-up resources.

You're welcome, geterdone. Good luck with your partnership.