Last Updated on June 22, 2019
This Contributor's Agreement (the “Agreement”) is made as of the date set forth below by and between Ideamix LLC ("Ideamix" or "Company"), and the undersigned individual ("Contributor").
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT IS AGREED:
1. Definitions. The following terms shall have the following meanings:
(a) Confidential Information includes any information and any trade or business materials that the Company treats, or is obligated to treat, as confidential or proprietary.
(b) Intellectual Property means any content either published or considered for publication by the Company, trade names, trademarks, service marks, or any other material whether or not registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, or similar laws.
(c) Work Product means all tangible and intangible results of contributions rendered to the Company by Contributor.
2. Contributor Acknowledgments.
(a) The Company has developed and will develop its Confidential Information and Intellectual Property over a substantial period of time and at a substantial expense, and its Confidential Information and Intellectual Property are integral to the success of the Company. During the course of her contributions to the Company, Contributor may develop or become aware of Confidential Information and/or Intellectual Property. Protection of the Confidential Information and Intellectual Property is necessary to the conduct of the Company's business, and the Company is and shall at all times remain the sole owner of the Company's Confidential Information and Intellectual Property.
(b) When the Company accepts a contribution of writing or services from the Contributor, such contribution will be subject to all of the terms of this Agreement.
3. Confidentiality and Publication.
Contributor shall at all times, both during and after the time Contributor contributes to the Company, maintain in confidence and not utilize the Confidential Information or the Intellectual Property of the Company, and/or Confidential Information of others except for the benefit of the Company.
4. Rights to Intellectual Property.
Subject to Contributor’s rights contained in Section 3(a) above, all tangible Work Product which is a copyrightable work of authorship will be deemed a work made for hire owned by the Company under United States copyright laws. Regarding all other Work Product, Contributor hereby assigns irrevocably and unconditionally, to the fullest extent permitted by law under any interpretation of the relationship between the parties, all right, title and interest (including without limitation all Intellectual Property rights) embodied in or associated with the Work Product which are related to the business activities of the Company and are authored, conceived, created or reduced to practice by Contributor during the period she contributes to the Company or which result within six (6) months thereafter from Confidential Information disclosed to Contributor. The Contributor agrees that the Company may use all such Work Product without restriction or monetary compensation.
5. No Offer of Employment. Nothing herein shall be construed as constituting an employment agreement or an undertaking by the Company to retain Contributor's services for any stated period of time. Contributor understands and acknowledges that he or she will not receive, nor will he or she be entitled to, any form of compensation from the Company whatsoever in connection with Contributor’s contribution(s) to the Company.
6. General Provisions.
(a) This Agreement: (i) is entered into under seal and shall be governed by and construed under the law of New York, without application of principles of conflicts of laws; (ii) shall constitute the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties in such respect; and (iii) may be amended, modified, or terminated, and any right under this Agreement may be waived in whole or in part, only by a writing signed by both parties.