Company — Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Creator —
Name:
Title:
Date:
This Work-for-Hire Agreement (the “Agreement”) is made and effective as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , located at (the “Creator”). The Company and the Creator are each a “Party” and together the “Parties.”
The Company engages the Creator, as an independent contractor, to create and deliver the following work product (the “Deliverables”):
The Creator shall complete and deliver the Deliverables in accordance with the schedule and specifications agreed by the Parties. The Creator is an independent contractor and not an employee, agent, or partner of the Company.
The Parties intend that the Deliverables, and all work product created by the Creator under this Agreement, be a “work made for hire” as defined in the United States Copyright Act, 17 U.S.C. §§ 101 and 201, and that the Company be the sole author and owner of all copyright and other rights in them. To the extent any Deliverable qualifies as a work made for hire, the Company owns it from the moment of creation.
To the extent any Deliverable or work product does not qualify as a work made for hire, or any rights do not vest in the Company by operation of law, the Creator hereby irrevocably assigns to the Company, its successors and assigns, the entire right, title, and interest, throughout the world, in and to all such Deliverables and work product and all intellectual property in them, including all copyrights, patents, trademarks, trade secrets, and the right to sue for past, present, and future infringement. The Creator shall, at the Company’s request and expense, execute all documents and take all acts reasonably necessary to perfect, record, and enforce the Company’s ownership, including documents suitable for recordation with the United States Copyright Office and the United States Patent and Trademark Office, and appoints the Company as its attorney-in-fact, coupled with an interest, solely for that purpose.
In consideration of the Deliverables and the rights granted, the Company shall pay the Creator , payable on the terms agreed by the Parties. Unless otherwise agreed in writing, this fee is the Creator’s sole compensation, and the Creator is responsible for its own taxes, insurance, and expenses.
The Creator represents and warrants that: (a) the Deliverables are original to the Creator and created solely by the Creator for the Company; (b) the Deliverables do not and will not infringe, misappropriate, or violate the copyright, patent, trademark, trade secret, or other rights of any third party; (c) the Creator has not granted and will not grant any right in the Deliverables that conflicts with this Agreement; and (d) the Creator has the full right and authority to enter into this Agreement and to grant the rights in it. The Creator shall indemnify the Company against claims arising from breach of these warranties.
To the maximum extent permitted by applicable law, the Creator irrevocably waives, and agrees not to assert against the Company or its licensees, any moral rights, droit moral, rights of attribution and integrity, and similar rights in the Deliverables. Where such rights cannot be waived, the Creator consents to all acts of the Company that would otherwise infringe them.
The Creator shall keep confidential, and use only to perform this Agreement, all non-public information of the Company disclosed in connection with the engagement, and shall return or destroy such information on the Company’s request.
This Agreement is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: