I've been working with a client on a mobile app producing a handful of UI/UX for them. My client recently sent over a design agreement and I wanted to ask for some advice on all of this before I signed. I'm a little unsure what I'm signing away here, if there's anything shady in this. I would ideally like to retain my portfolio rights, only allow my UI to be used on this current app and retain rights to any unused designs. I've pasted what got sent to me below. Don't really know the best way to approach this.
- Assignor has been involved in the support, maintenance, design, development and/or creation of software products, software code and/or other materials for Company.
- Assignor owns all rights, title and interests in the Work Product (as defined below).
- Assignor wishes to transfer the Assigned Rights (as defined below) to Company on the terms and conditions set out in this deed.
- In this deed, the following words and expressions will have the following meanings:
- "Intellectual Property Rights" means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trade marks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names and semi-conductor topography rights (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world;
- "Work Product" means any and all documents, materials, designs, specifications, software code, software scripts, software patches and workarounds (in whatever language or form and including but not limited to: (a) source code; and (b) improvements and modifications to software); and any other materials of whatever nature and stored in whatever format created by Assignor (whether alone or jointly with others and acting in whatever capacity), at any time for Company in connection with Company's business whether generated outside office hours or at home or otherwise. [Work Product includes without limitation the works described in Annex A.]
- To the extent that Assignor owns any Intellectual Property Rights in the Work Product, Assignor assigns [(including by way of present assignment of future rights)] with full title guarantee all such Intellectual Property Rights in and to the Work Product to Company absolutely (together, the "Assigned Rights").
- Assignor irrevocably and unconditionally waives in favour of Company any and all moral rights conferred on Assignor by Chapter IV, Part I Copyright Designs and Patents Act 1988 and any other moral rights provided for under the laws now or in future in force in any part of the world for any work the rights in which are, as a result of this deed, vested in Company whether pursuant to this clause 2 or otherwise.
- Assignor will, at Company's cost (to the extent such costs are reasonable), do all such things and execute or procure the execution of all such documents as may be reasonably necessary to achieve, perfect or confirm the assignment in clause 2.1.
- Assignor agrees and declares that Company will be and remain at all times unrestricted in its freedom to exploit (in its discretion) all Assigned Rights without obligation to Assignor.
Assignor warrants, represents and undertakes to Company that:
- Assignor is the sole legal and beneficial owner of, and owns all of the rights and interests in, the Assigned Rights;
- Company's use of the Assigned Rights will not infringe any third party Intellectual Property Rights;
- Assignor has not assigned, licensed, granted options over or otherwise encumbered any of the legal, beneficial or other rights comprised in the Assigned Rights;
- all of the Assigned Rights are valid and subsisting and there have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any of the Assigned Rights;
- on Company's request, Assignor will deliver up all materials relating to the Assigned Rights which are in the possession of Assignor; and
- Assignor has the right to assign the Assigned Rights without requiring any third party consents.
If I were you I would add a sentence that "Up on Full Payment to the assignor (the freelancer) the assignee (the client) owns all rights, title and interests in the Work Product as defined below"
If you were to design a new algorithm or something that you can make future money you may want to exclude that piece and giving rights to clients to sell it on their own.
I suggest that you add the line that you retain the right to use the project in your portfolio.
There is a law that covers public domain. Things like portfolios and examples of work are not covered under copyright laws. I am not a lawyer, but I know it was used in a case where my company was being accused of copyright laws because we used the image of a website that had a copyright image on it. In the case of portfolios, the copyright law was not applicable.
Something to think about but it would be good to have the understanding with them if you are going to sign the contract.
Hm. Seems OK in most aspects - basically, they want to make sure that after you've done the work for them, you don't come back at some later date & try to squeeze more $$ out of them by asserting some kind of copyright suit. It also seems more like boilerplate, aimed at devs/coders, who have in the past had massive suits & judgments over code that they've written that was NOT covered by a work-for-hire agreement.
What I'd be more concerned with are any "Indemnification" clauses that usually walk hand-in-glove with copyright clauses. A lot of those are boilerplate that basically shifts all legal responsibility to you, and says that the company that hires you isn't liable if you go bonkers and steal a bunch of stuff & represent it as your own original work. Which is fair. The part that isn't fair is when some clauses then follow up and say that if the company takes your work and modifies it in some way, you still remain responsible for paying the legal bills & judgments.
That part is Not. Cool. But I didn't see that in the excerpt that you posted here, so it may be a moot point, at best.