Work for hire agreement template

Work for hire agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This agreement is made on [Effective date] between [Maker legal name], of [Maker address] ("Maker"), and [Client legal name], of [Client address] ("Client"). The Client wants to own a commissioned work. Work made for hire is a narrow idea in United States copyright and covers only some works. In other countries counsel usually writes an assignment. A heading does not transfer a copyright by itself.

1. The commissioned work

The Maker will create [Work description] (the "Work"). The description is specific. A line that says "all work product" is too wide, because it can catch notes the parties never priced. Drafts the Client does not accept are listed at [Drafts] as either included or excluded. The fee is only for the Work described here.

2. Who owns the result

Counsel chooses one path and deletes the other before anyone signs. Path A, only where the governing law treats this Work as a work made for hire: the parties intend the Work to be a work made for hire for the Client. Path B, in every case and as a backup to Path A: the Maker assigns to the Client the copyright in the Work that the Maker can assign, effective on full payment. If the law does not allow that assignment yet, the Maker agrees to sign a further document counsel prepares. Rights the Maker cannot assign stay with the Maker, and the Client receives the license at [Fallback license].

3. What the Maker already owned

The Maker keeps all right in the preexisting material listed at [Preexisting tools], including tools, libraries, typefaces the Maker licensed, and methods. The Client receives a license to use that material only as it appears in the Work, for [License scope]. The Client does not receive the tool itself and may not extract it to sell as a standalone product. Third-party materials stay under their own licenses, listed at [Third-party list].

4. Credit and moral rights

Credit is handled as [Credit rule]. In some countries an author cannot waive moral rights in full. Counsel writes only the credit and the waiver the governing law allows, at [Moral rights note]. The Maker does not claim the Client's trademarks. The Client does not remove a credit that this section requires.

5. Fee, confidence, and law

The Client pays [Fee] in [Currency] according to [Payment schedule]. Ownership does not pass, and no assignment is effective, until the fees then due are paid, unless counsel writes a different moment at [Transfer moment]. Each party keeps the other's non-public information private for [Confidentiality period]. The laws of [Governing law] govern this text. The parties name the courts of [Courts]. The signed PDF, not this web page, is the document that can transfer rights, and only to the extent that law allows.

6. Delivery and rounds

The Maker delivers the Work by [Delivery date] in the format named at [Format]. The fee includes [Revision rounds] rounds. A round is a correction against the description of the Work, not a new work. The Client gathers comments into one set per round. An extra round needs a written fee at [Extra fee] before it starts. If the Client is late with comments for more than [Comment days] days, the delivery date moves by at least that delay, and the Maker may pause.

7. Originality

The Maker states that the Work will be original to the Maker, except the preexisting material and the third-party material already listed. The Maker tells the Client before using a third-party item that is not on that list. The Maker does not copy another person's work into the Work. If someone claims the Work infringes a right, the Maker tells the Client without undue delay. Counsel writes any duty to defend that claim, and any cap on it, at [Claim note]. Silence in this section is not that duty.

8. If the fee is not paid

While an undisputed fee is unpaid, ownership does not pass and the assignment is not effective. The Maker may suspend delivery and withhold the final files until that fee is paid. The Client may not use the unpaid Work in public, except for an internal review. If the Client stops the commission, it pays for the part already done, on the terms counsel writes at [Stop fee]. The Maker keeps the rights in any part the Client has not paid for. The Maker may show the finished Work after the Client publishes it, or after [Portfolio delay] days from full payment, unless [Credit rule] forbids that showing. Unreleased drafts stay private.

Signatures

Maker

Name: [Maker signatory name]

Title: [Maker signatory title]

Signature: ______________________________

Date: [Maker signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]