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Work Made For Hire Contract
"I need a Work Made For Hire Contract for a software developer who will be working as an independent contractor to create a mobile application for my startup, with the project expected to start on March 1, 2025, and include strict confidentiality provisions and clear IP ownership terms."
1. Parties: Identification of the employer/company and the employee/contractor, including their complete legal names and addresses
2. Background: Context of the agreement, nature of the employer's business, and the purpose of engaging the employee/contractor
3. Definitions: Key terms used throughout the agreement, including 'Work Product', 'Intellectual Property Rights', 'Confidential Information', etc.
4. Scope of Work: Detailed description of the services or work to be performed, including deliverables and quality standards
5. Term and Timeline: Duration of the agreement, including start date, completion dates, and any milestone deadlines
6. Compensation and Payment Terms: Details of payment, including amount, payment schedule, and method of payment
7. Ownership of Work Product: Clear statement that all work created is owned by the employer as 'work made for hire' under Philippine IP law
8. Assignment of Rights: Express assignment of all intellectual property rights to the employer
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Warranties and Representations: Employee/contractor's warranties regarding originality of work and authority to enter agreement
11. Relationship of Parties: Clarification of employment or independent contractor status and relationship between parties
12. Termination: Conditions and procedures for ending the agreement
13. General Provisions: Standard clauses including governing law, amendments, notices, and severability
1. Non-Competition: Restrictions on working with competitors, used when employee/contractor has access to sensitive information
2. Non-Solicitation: Restrictions on soliciting other employees or clients, important for senior roles
3. Equipment and Resources: Details about any equipment or resources provided by the employer, used when employer provides significant resources
4. Training and Support: Provisions for any training or support provided by the employer, relevant for complex projects
5. Moral Rights Waiver: Specific waiver of moral rights under Philippine IP law, important for creative works
6. Insurance Requirements: Insurance obligations of the contractor, typically used with independent contractors
7. Dispute Resolution: Specific procedures for handling disputes, including mediation or arbitration provisions
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term engagements
1. Schedule A - Scope of Work: Detailed description of services, deliverables, and specifications
2. Schedule B - Payment Schedule: Detailed breakdown of payment terms, rates, and milestone payments
3. Schedule C - Project Timeline: Specific deadlines, milestones, and delivery dates
4. Schedule D - Confidential Information: List of specific confidential information and trade secrets
5. Schedule E - Company Policies: Relevant company policies and procedures that apply to the work
6. Appendix 1 - IP Assignment Forms: Standard forms for documenting IP assignment under Philippine law
7. Appendix 2 - Required Certifications: Any required professional certifications or qualifications
8. Appendix 3 - Equipment List: Inventory of any employer-provided equipment or resources
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