Work For Hire Agreement Form

I. The Parties

This Work For Hire Agreement ("Agreement") is entered into as of Month Day, Yearby and between [Your Company Name]with a primary place of business at [Your Company Address] ("Service Provider"), and Client's Namewith a primary place of business at Client's Address ("Client"). The Service Provider and Client may collectively be referred to as the ("Parties") or individually as a ("Party").

II. Services

The Service Provider agrees to provide the following services for the Client:

The Service Provider will carry out the services with professional diligence and in accordance with industry standards. The work shall be completed in a timely manner, meeting all agreed-upon deadlines. The Client shall provide the Service Provider with all necessary materials and information required for the successful completion of the work. Any revisions or additional requests must be agreed upon in writing by both Parties.

III. Payment

The Client agrees to compensate the Service Provider in the amount of Amount for the services rendered. Payment shall be made in Installments/Lump Sum. The Service Provider shall issue invoices upon completion of the agreed-upon milestones. Late payments beyond No. of days will incur a penalty of Amount per day until payment is made. All payments shall be made via Payment Method unless otherwise agreed in writing by the Parties.

IV. Term and Termination

A. Term

This Agreement shall commence on Month Day, Year and shall remain in effect until Month Day, Year, unless earlier terminated by either Party in accordance with this Agreement. The term may be extended upon mutual written agreement between the Parties. During the term, both Parties shall fully perform their obligations as outlined in this Agreement. Any delays in the performance of services must be communicated promptly between the Parties. Failure to meet the deadlines may result in termination.

B. Termination

Either Party may terminate this Agreement upon No. of days days written notice to the other Party. In the event of early termination, the Service Provider shall be entitled to compensation for the services performed up to the effective date of termination. The Client may terminate the Agreement immediately if the Service Provider breaches any material term of this Agreement. Upon termination, the Service Provider agrees to promptly return any Client materials, documents, or intellectual property in their possession. The termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination.

V. Non-disclosure

The Service Provider acknowledges that, during the course of performing services under this Agreement, they may have access to confidential and proprietary information belonging to the Client. Such information may include, but is not limited to, trade secrets, business strategies, financial information, client data, and technical processes. The Service Provider agrees not to disclose, share, or use any of the Client's confidential information for any purpose other than the fulfillment of this Agreement.

The obligation to maintain the confidentiality of the Client's information shall continue indefinitely, even after the termination or expiration of this Agreement. The Service Provider agrees to take reasonable precautions to protect the confidentiality of such information and to ensure that it is not disclosed to any third party without the express written consent of the Client.

VI. Intellectual Property

All work, materials, and deliverables produced by the Service Provider under this Agreement shall be deemed "Work for Hire" and shall be the sole and exclusive property of the Client. The Service Provider agrees that all rights, including intellectual property rights, in and to the work shall automatically vest in the Client upon creation. The Service Provider agrees to execute any documents or take any actions necessary to perfect the Client's rights in the work.

The Service Provider retains no rights to use, distribute, or modify the work for any other purpose except as expressly authorized in writing by the Client. Any pre-existing intellectual property owned by the Service Provider that is used in the creation of the work shall remain the property of the Service Provider but shall be licensed to the Client on a royalty-free, perpetual, and irrevocable basis for use in connection with the work.

VII. Independent Contractor

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employment relationship between the Parties. The Service Provider has no authority to bind or act on behalf of the Client, except as expressly authorized in writing. The Service Provider shall be solely responsible for any taxes, insurance, and other liabilities arising out of their performance of the services. The Client shall not provide any employee benefits or insurance coverage to the Service Provider.

VIII. Disclaimer of Warranties

The Service Provider makes no warranties, express or implied, regarding the services provided under this Agreement. The Client acknowledges that the services are provided "as is" without any guarantees of accuracy, performance, or fitness for a particular purpose. The Client agrees that any risks associated with the use of the work or services are assumed by the Client. The Service Provider shall not be liable for any damages or losses arising from the Client's use or reliance on the work, except as expressly provided in this Agreement.

IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of State Name without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts located within State Name, and both Parties consent to the jurisdiction of such courts. The Parties agree to attempt in good faith to resolve any disputes through negotiation prior to seeking legal remedies. This Agreement does not alter or supersede any other agreements or contracts between the Parties.

X. Miscellaneous Provisions

A. Indemnification

The Service Provider agrees to indemnify, defend, and hold harmless the Client from any and all claims, liabilities, damages, and expenses arising out of the performance of services under this Agreement. This includes any legal costs and expenses incurred in connection with such claims. The indemnification obligation applies even if the Client's own negligence contributed to the claim.

B. Limitation of Liability

In no event shall the Service Provider be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with this Agreement. This includes, but is not limited to, loss of profits, data, or business opportunities. The maximum liability of the Service Provider shall not exceed the total amount paid by the Client for the services under this Agreement.

C. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely matches the intent of the original provision. The invalidity or unenforceability of one provision does not affect the validity or enforceability of any other provision.

D. Force Majeure

Neither Party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, strikes, or government actions. A Party affected by force majeure shall notify the other Party promptly and provide details of the impact on performance. The affected Party shall make reasonable efforts to mitigate the impact and resume performance as soon as possible.

E. Amendment

This Agreement may be amended only in writing and signed by both Parties. No oral modifications shall be valid or enforceable. Any amendments must clearly state the specific changes to the Agreement and be executed by authorized representatives of both Parties.

F. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, understandings, or representations related to the subject matter hereof. Any prior discussions or agreements are merged into this Agreement and have no further force or effect. This Agreement may be executed in counterparts, each of which shall be deemed an original.

XI. Signatures

IN WITNESS WHEREOF, the Parties have executed this Work for Hire Agreement as of the date first above written.

Service Provider Name: Date:

Client Name: Date:

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