https://www.cooleygo.com/documents/
Adding Wilmer Hale, Orrick and Founders' Workbench
https://launch.wilmerhale.com/build/document-generator/ https://www.orrick.com/Total-Access/Tool-Kit/Start-Up-Forms http://www.foundersworkbench.com/
I think Clerky does this as well.
Documents just want to be free.
https://techcrunch.com/2015/01/10/documents-just-want-to-be-...
So if it's a work-for-hire relationship, IP automatically goes to the potential employer?
My general agreement with Reuters was I got paid a day rate plus expenses and they had the rights to the specific images I delivered. (For a typical NBA game, I might ship at most two images for the night.) Just for clarity, since Reuters is a fast-moving wire service, they don't want fifty images, it was left to the photographer to ship only a 'best' image so as not to clog the picture desk in DC with a massive stream of noise (imagine 20 NBA games in one night with 100 images each -- it makes editing on deadline a massive task, so the photographers were expected to only deliver what was actually needed.)
Things might have changed a bit; my last Reuters assignment was in 2002.
So, at least in photography, work for hire can be very expensive due to effectively having zero IP at the end of the job.
Under California law all IP produced by an employee during their employment, that is within the domain of the employer's work product and regardless of where that work was produced, is by default owned by the employer. All IP produced by a independent contractor is owned by the independent contractor, you pay for their time not for their work product.
'Work for hire' clauses are used to simply and effectively move an independent contractor into the same category as employee with respects to the IP they produce. It does not do the same with respect to the independent contractor's compensation, or rights as employees.
Generally the 'work for hire' clause itself is entirely inflexible, it is other areas of the agreement that must be addressed to protect payment. Hollywood, for example, is run almost entirely under work for hire agreements and could not function without it.
Yes.
This is what I've done for years with my Service Agreement. IP transfer officially occurs on full payment, and rights are assigned to Client if Product would not be considered a work made for hire under applicable law. Though if I'm not paid, I send a written warning after N past due. If still don't get paid N days past said notice, I reserve the right to equitable relief, send a cease to desist, and if I still don't get paid I can go to court and get an injunction to stop Client from using it. There is some language that clearly provides a grace period to the Client to use it while awaiting invoices, etc.
IP transfer is the most leverage you have as a freelance software consultant. It's the one thing you should have clearly defined in a Services Agreement, and you shouldn't waffle on.
Obligatory: Fuck You, Pay Me https://www.youtube.com/watch?v=6h3RJhoqgK8
What surprises me is how many startups are not even aware of at least including a "work for hire" clause when bring on software developers.
Section 101 says: A “work made for hire” is—
(1) a work prepared by an employee within the scope of his or her employment; or
(2) a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.
As is pointed out though, for non-employees (contractors) there's an enumerated list of categories that that can be applied to. Writing software isn't in there. Although software and a web site designs might be considered an audiovisual work in some cases. Games and multimedia software are clearly audiovisual works. Accounting software, maybe not. Backend scripts, probably not.
The second clause of the definition should probably be updated by Congress to reflect modern realities. However, as it has not been updated, an explicit copyright transfer is needed, or some form of licensing agreement. A lot of specialists for hire will insist on a license instead of an outright copyright transfers because they sure are not going to give away their core work permanently to one party, short of a buy out. With either a copyright transfer or licensing contract it doesn't need to be a work for hire, that issue is irrelevant, the contract is written to cover what you actually need.
The deliverables must fall within one of nine limited categories of works
> Per 17 USC 101, the deliverables must fall within one of nine limited categories of works.
Though I'll grant you that 17 USC 101 might not be blatantly obvious, a quick Google search will reveal https://www.law.cornell.edu/uscode/text/17/101 as a source for further information.
From the perspective of a machine, that makes a surprising amount of sense.
https://www.joelonsoftware.com/2016/12/09/developers-side-pr...
"... If you hire a photographer to take pictures for your wedding, you own the copies of the pictures that you get, but the photographer still owns the copyright and has the legal monopoly on making more copies of those pictures. Surprise! Same applies to code."
The problem I see with transferring IP/copyright on a 'work for hire' basis, is that certainly in my case a substantial portion of the codebase is often code that is being reused for good reason.
Losing control of that code now effectively prevents the same code from being reused this elsewhere without getting into further messy contractual details.
Personally I refuse to do work for hire - instead the client gets unrestricted right to use code as desired but does not own copyright.
Thoughts?
