Date: [02/14/2017]
Between us [Plum Street, Ltd.] and you [Joshua Wayne].
In short; neither of us will share any confidential information about each-other, by any means, with anyone else.
It’s anything we write or say to each-other in a phone call, chat window, email or by any other method including smoke signals and telepathy. It might relate to a project, be about our businesses or something technical like a password. Nothing’s excluded. If we share it, it’s covered.
We’ll both keep shared information to ourselves and we won’t use it except for the reason it was shared. We’ll take every step to make sure it stays confidential too. We’ll keep confidential information safe and secure. This includes keeping files, access to online systems and any user names and passwords in such a way that they can’t fall into the wrong hands.
If we think that there’s even a possibility that any confidential information might have been compromised, we agree to tell each-other us right away so we can take all necessary steps to protect ourselves. We also agree to help each-other to resolve any problems that might arise if confidential information is compromised.
When this agreement ends, we’ll return any materials, physical or digital and delete any copies that we may have. We won’t forget to empty the trash can too.
This agreement doesn’t apply to any information that’s already in the public domain or might become public by any other means. Although we hope that it will never happen, it also does not cover a situation where the police coming knocking at our doors and we’re required by law to disclose it.
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, we guarantee that all elements of text, images or other artwork we provide are either owned by us, or that we have permission to use them. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you're using their intellectual property.
You guarantee that all elements of the work you deliver to us are either owned by you or you’ve obtained permission to provide them to us. When you provide text, images or other artwork to you, you agree to protect us from any claim by a third party that we’re using their intellectual property. Provided we’ve paid for the work and that this contract hasn’t been terminated, you will assign all intellectual property rights to us as follows:
We will own the websites, and/or web applications, and/or mobile applications, and/or API's and microservices, and/or databases you design and build for us plus the visual elements that you create for it. You will give us source files and finished files and you are not required to keep a copy. We own all intellectual property rights of text, images, site specification and data we provided, unless someone else owns them.
You will own any intellectual property rights you’ve developed prior to, or developed separately from this project and not paid for by us. You will own the unique combination of these elements that constitutes a complete design and you will license its use to us, exclusively and in perpetuity for this project only, unless we agree otherwise.
We would love for you to show off your work, so you reserve the right to display all aspects of your creative work, including sketches, work-in-progress designs and the completed project on your portfolio and in articles on websites, in magazine articles and in books.
Unless we’ve agreed otherwise — for example within a separate contract — this agreement lasts for one year from the last signature date down below. On or before that termination date, either of us can then specify items of confidential information that must never be disclosed. These might include a password or information about a project or our business.
Just like a parking ticket, we can’t transfer this contract to anyone else without permission. If, for some reason, one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of the State of Colorado courts.
Signed by and on behalf of [Plum Street, Ltd.]
Signed by and on behalf of [Joshua Wayne]
Date [02/14/2017]
Everyone should sign above and keep a copy for their records.