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(Intellectual Property )I think that they want to make me a debtor!

Active Member
Roman M Member Since: Jun 28, 2017
1 of 4

Hello everybody
The client suggests signing a contract Intellectual Property. But I doubt I need to do this.


I think that they want to make me a debtor!  Or is it a standard contract?

Community Manager
Vladimir G Community Manager Member Since: Oct 31, 2014
2 of 4

Hi Roman,


I'm sorry for removing the contract you copied in your post, but it contained confidential information in a number of articles that it didn't make sense to edit that information out. Feel free to repost it after removing your client's name and other identifiable information.


Regarding the contract itself, some clients do prefer to create custom contracts in addition to the service contract created on Upwork, which supersedes the Upwork service contract. You should review the contract carefully and if the terms included in this contract reflect the terms you agreed on, and the rest of the contract is in line with your expectations, you can consider accepting to sign the contract or decline.


Regrading copyright, as per Upwork ToS the copyright belongs to your client ones you're paid for the work you delivered, unless you agree otherwise in a supplemental service contract, like the one your client shared.

Active Member
Roman M Member Since: Jun 28, 2017
3 of 4

1. DESCRIPTION OF SERVICES. Effective as of ___July __th __ 2017, the Designer will provide to xxxxx the desired design services (collectively, the "Services"). The Designer hereby agrees to adhere to the service requirements of this Contract, in order to earn compensation for Service provided to xxxxxxxx. The Designer shall be required to
a. Create a logo for the business xxxxxxx.
b. Provide the finished files in the appropriate colors and file format requested.
c. Provide a version in the appropriate formats to be used as a favicon.


2. DESIGN RIGHTS. Payment shall be made to the Designer, in the amount of {Payment total for providing Services}$____50_____.00 upon completion of Services described in this Contract. Upon completion of designs delivered the Designer is entitled to display designs in the Designer’s portfolio, as a demonstration of past projects. In addition to any other right or remedy provided by law, if xxxxxxx fails to pay for Services when due, the Designer has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.


3. TERM. The acceptance of the designs by xxxxxx and subsequent payment for Services to the Designer shall result in immediate termination of this Contract without notice. xxxxxxx reserves the right to terminate this Contract without notice at any time.


4. RIGHTS & OWNERSHIP. Any and all copyrightable works, designs, patents, products, or other information (collectively the "Intellectual Property") developed in whole or in part by the Designer in connection with Services will be the exclusive property of xxxxxxxx. Upon request, the Designer will execute all documents necessary to confirm or perfect the exclusive ownership of xxxxxxxxx to the Intellectual Property. The Designer hereby acknowledges and accepts that xxxxxxxx shall be the sole exclusive owner of all rights which includes but are not limited to: manufacturing, distribution, alterations, etc. The Designer agrees that the Intellectual Property delivered to xxxxxxxxxx, shall under no circumstances be directly or indirectly shared with any third parties.


5. REPRODUCTION OF PRODUCT. Upon successful completion of all compensation terms and outstanding balances owed to Designer, xxxxxxxx is granted full and unlimited reproduction rights to the Project. The Designer shall at no time reproduce the Designs for use in commercial means or for-profit use. The Designer may not reproduce or otherwise use design mock-ups, drafts, sketches etc.
created by the Designer during work on the Designs but not included into the final version of the Project. Such artwork belongs solely to xxxxxxxxx who may use it at his own discretion.


6. CONFIDENTIALITY. the Designer and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner, any information that is proprietary to xxxxxxxx. The Designer and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.


7. INDEMNIFICATION. the Designer agrees to indemnify and hold xxxxxxxxxxx harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against xxxxxxxx that result from the acts or omissions of the Designer and/or the Designer's employees, agents, or representatives.


8. WARRANTY. the Designer shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing Services which meet generally acceptable standards in the Designer's community and region, and will provide a standard of care equal to, or superior to, care used by Designers similar to the Designer on similar projects.


9. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, a general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver Services in the time and manner provided for in this Contract.


10. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.


11. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.


12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.


13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.


14. AMENDMENT. This Contract may be modified or amended in writing if the writing is signed by the party obligated under the amendment.


15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Missouri.


16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.


17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.


18. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.


19. SIGNATORIES. This Agreement shall be signed on by xxxxxxx and the Designer by as of the Effective Date first above written.





Active Member
Roman M Member Since: Jun 28, 2017
4 of 4

All names have been changed