INTELLECTUAL PROPERTY OWNERSHIP AGREEMENT

 

Between

 

John W. Boushka  (t/a HIGH PRODUCTIVITY PUBLISHING)

 

AND

 

Xxxxxxxxxx (employer or contracting agent) (“The Company”)

 

AND

 

XXXXXXXX (client) if applicable (“The Client”)

 

 

  1. I,  John W. Boushka, agree to comply with all reasonable and customary confidentiality requirements of the employer and client, similar to those that would be found in almost any information technology workplace. These requirements include, but are not necessarily limited to, nondisclosure of trade secrets and nondisclosure of confidential information about the company or clients and any of its stakeholders, and classified information related to national security. Also included in this list are various federal and state privacy acts as they are reasonably and customarily interpreted. Stakeholders may include associates or employees, other contractors, customers, owners and investors. Information that would, in a normal business climate, be regarded confidential includes financial data, salaries and wages, performance appraisals, medical information, name, address and phone information, personal characteristics, family, credit cards or contents of credit reports, and any ongoing litigation. The Company and Client will have their own information systems and I understand that these systems, including eMail and Internet access, may be used only for legitimate business purposes of the Company and Client. Likewise, I agree to abide by any non-compete clauses that are reasonable and customary for the Company’s or Client’s line of business.
  2. I understand that the Company and Client, in some manner satisfactory to them, retain ownership of intellectual property developed during the normal course of work. This intellectual property includes (but is not necessarily limited to) computer software or program source code and load modules, documentation, proposals, grant requests, training or technical manuals, user requirements, or marketing or public policy materials related to the subject matter of the job.
  3. The Company and Client understand that I have published and offer up to four items (listed on the attachment) with my own time and resources, and that maintain the subject matter of these items with the ongoing web sites (listed on the attachment) and have at least two produced videos. The Company and Client understand that I (in conjunction with publisher iUniverse,com) retain all ownership rights of these items. Ownership rights include but are not necessarily limited to (a) royalties and sales income (b) the right to sell the intellectual property to other entities in the future, including book or periodical publishers and newspapers, web sites, knowledge databases, and motion picture investor groups, production companies and distributors. Furthermore, during the time of employment with the Client and Company, I may continue to develop intellectual property with my own resources and time, as long as I do not use confidential information from the workplace or information or products owned by the Company or Client without permission.
  4. I claim the right to publish the materials (intellectual property owned by me) mentioned in the item (3) above, and I warrant that the materials do not violate the rights of other parties, these rights including copyright, trademark, right of privacy and right of publicity in the normal usage understood in intellectual property law and applicable statutes. I warrant that the writings do not disclose confidential information belonging to any party and that the writings are not libelous.
  5. Work-for-hire: I agree to honor the intellectual property rights of the Company and Client for any materials created in a work-for-hire (“work for hire”) contract. These materials (in line with specifications in the Copyright Act) could, as a practical matter, include published essays, software manuals, certification test materials, web pages, computer programs, screenplays, or any other materials that I have edited. This means that I will not republish or otherwise misuse these materials for my own benefit (whether financial or publicity-related) during or after completing the contract. Normally I will agree to work-for-hire when the underlying concept for the intellectual property originates with the Company or Client. In unusual situations where I believe that I had originally developed a significant portion of the underlying concept on my own, I will negotiate an appropriate separate agreement.  
  6. Statutory and case law in every state maintains that employers, as a general matter, are not responsible or liable for torts committed by individual employees and contractors regarding matters unrelated to an employer’s business. Likewise, individual employees and contractors are usually not personally liable for torts committed in conjunction with work (there are some exceptions associated with bad faith by the employee). In the extremely unlikely event that a third party makes a claim against the Client or Company on the basis of an alleged Act that has no relationship to the Client or Company’s business, I would indemnify the Client and Company for any liability and defense costs, assuming that the Company and Client have behaved in good faith. Likewise and conversely, the Client and Company will indemnify me for any personal liability regarding matters related to work for the Client and Company, assuming that I have behaved in good faith.
  7. I agree to assume the costs of laptop or home computer dialup (including separate software licenses) from outside the office for support costs, as well as the costs of cell phones or beepers. (The Company and Client assumes the costs for hardware and software on its premises in a customary matter, and other expenses and compensation for work done for the Company and Client are covered in a customary manner, as agreed in writing at the time of employment.) 
  8. In order to maintain public trust, I am prepared to provide public statements about the financial activities of High Productivity Publishing no later than March 31, 2003. However, High Productivity Publishing is a proprietorship owned by me and is not normally at the current time required to report according to securities laws. High Productivity Publishing is also an assumed name registered in the state of Minnesota. The Company and Client have been told these facts. Work done by me at home on my own proprietorship will not be construed as violating any “no moonlighting” clause associated with the Client or Company.  A claim of “property” ownership rights for my own intellectual property does not depend upon any specific financial return demonstrated from this property.
  9. I agree to complete the specific contract agreed at the time of employment for the time agreed (not to exceed 12 months).  I will not maintain materials on the World Wide Web (such as resumes) that could reasonably be construed by others as undermining my obligations to complete any contract.
  10. I will defend my own right of publicity and other intellectual property rights (against unexpected or unauthorized infringement) to the extent reasonably necessary to protect the interests of the Company and Client.
  11. I publish under my own real legal name (and also nickname of “Bill”) and I claim control of the Right of Publicity associated with my own work. Company and Client recognize that common law may regard me as a “public figure,” and that in some situations I may have given up some personal privacy rights, including nondisclosure of my places of employment or sources of income. In a few cases, individuals associated with the Client or Company may recognize my name. I would agree to remove myself from any situation (and indemnify the Client or Company from losses therefrom) in which my name recognition causes a distraction, although I maintain that such an incident is extremely unlikely in practice.  To protect my Right of Publicity, I also will abide by the following rules:

 

    1. While employed by the Company and Client I will not speak publicly for the Company or the Client, or use my name publicly in association with the Company or Client in a material or substantive manner.
    2. I will not have direct reports (that is, a position with authority to sign off on performance appraisals or to authorized and know other employees’ compenstation); the concept of “direct report” does not include the concept of “technical team leader” or “project manager”, but it does include manager in the sense of direct report.
    3. I will not have the direct responsibility for underwriting decisions that affect customers.
    4. I will not on my own mention my connection with the Company or Client publicly, and I will not display a resume on the Internet during the time of the contract.
    5. (For some clients or employers only – this will be checked if applicable). I may agree to one of more of the following:
      1. All materials would be placed under control of an independent third party
      2. All materials would be placed on a permanent Internet archive clearly identified by my own name and not continuously maintained.  (__ mark if applicable)

 

10.  No employment offer or contract offer will be considered valid or as having been delivered to me until the Client and Company have read and at least verbally agreed to the terms of this Intellectual Property Agreement.

 

For some employers, agents or clients these terms may be modified as justified by the specific circumstances.

 

Signatures follow here:

 

 

 

 

 

Date:

 

 

 

 

Notary (if necessary):

 

 

For information on liability insurance, see this link.

For a simplified agreement (for individual contributor positions only) see this link.