The IP agreement and the NDA

[ac2c6e1c]

Hello everyone,

Thanks for your future replies. I have some questions about the NDA (Non-Disclosure Agreement) and the IP agreeement (Intellectual Property right). I want to get these agreements done before I hire freelancer for my project.

Since I'm new to Upwork, I don't know to get them done on this platform or online. Can anyone give me some suggestions on this? Thanks alot!

[prestonhunter]

Minh:
You are ALLOWED to use your own IP agreement and NDA.

But the overwhelming majority of clients do NOT use their own. Most of them use the default IP agreement and NDA that is in place when freelancers and clients use the platform.

Freelancers agree to this IP agreement and NDA when they accept a contract.

This is what is in force unless the client and freelancer arrange something else. It is known as the "Optional Service Contract Terms".

It really does cover everything I need as a client. (I have hired over 100 freelancers on Upwork, often to create original artwork and writing, which then becomes my sole property.)

You can read it here:

https://www.upwork.com/legal#optional-service-contract-terms

[333b2881]

This is helpful... I have a lawyer needing to see a "signed" copy of the IP agreement.  I can't find anything explicit on the contract page that says, in effect, "this contract incorporates the default service agreement."  Am I missing something, or are the legal terms of the contract rather difficult to link back to the contract?

[a5eb1171]

Hi Preston, I'm in a different situation. I have a sensitive project with alot of ip and research I sent to a potential freelancer. I sent my own nda and we discussed everything. He did not send an offer and has now vanished and not communicated he's no longer interested. This is about 3 weeks no reply. What can I do to make sure he destroys the material sent ? 

[prestonhunter]

re: "What can I do to make sure he destroys the material sent ?"

Just forget about it.

I can assure you that there is nothing that you can do.

Furthermore, there is nothing that you need to do.

[prestonhunter · Accepted solution]

Here is a part of the default IP agreement that you may appreciate:

"Upon Freelancer’s receipt of full payment from Client, the Work Product... including without limitation all Intellectual Property Rights in the Work Product... will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof."

I have never once had a freelancer give me any problems over this.

Every artist and writer I have hired has turned over the work and let me do anything I want with it, including given them credit or NOT giving them credit for the work. That is what they agree to when they accept a contract through Upwork.

But if this is an important issue for you, be sure to ask freelancers before you hire them to make sure they understand and agree to this. If you actually ask them, I'm sure most will be surprised that you are asking them, and will tell you of course they understand and agree to this.

[ac2c6e1c]

Thank you! I have a much better understanding about this now.

[VladimirG]

Hi Minh,

Thanks for the question! Terms regarding Intellectual Property are included under the Optional Service Contract Terms of the User Agreement. Unless users agree to any different terms, they agree to the Optional Service Contract Terms. Non-Disclosure Agreement language is included in Upwork TOS to protect both Clients and Freelancers. That said, you are also free to request that a freelancer sign an additional NDA outside of the Upwork platform.

Please let us know if this is the information you're looking for and feel free to follow up if you'd like to receive further advice or assistance.

[963677d5]

Hi Vladimir,

What about non-compete terms? Is that something covered in those optional terms? 

If not, is it ok to sign a non-compete outside de Upwork platform?

Thank you very much,

Antonio.

[kochubei_valeria]

Hi Antonio,

Optional Service Contract Terms include sections about Intellectual Property Rights as well as Confidentiality. You may also discuss and sign a non-compete agreement with your freelancer separately. 

[963677d5]

Thank you very much Valeria for your quick reply!