Contractor Services - Terms of Use

As part of this job, the Contractor is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups and anything else that the Contractor works on-that is, conceives, creates, designs, develops, invents, works on, or reduces to practice-as directly related to this project. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants, or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit. Notwithstanding contained herein shall be construed to be an assignment or license of Contractor’s Background IP to Client.

For purposes of this Agreement, “Contractor Background IP” means Contractor know how, trade secrets, methodologies, concepts, techniques, documentation and/or data utilized by Contractor (whether or not protected by patents or registered copyrights), other materials of Contractor, and other Intellectual Property Rights of the Contractor and its affiliates and licensors (i) existing prior to the Effective Date, or (ii) developed, arising or acquired after the Effective Date from activities not associated with or outside the scope of the services. Contractor Background IP shall also include any Derivative Works, improvements, or enhancements to those items in (i) and (ii). Nothing contained herein shall prevent Contractor or Contractor personnel from using know-how or improvements to Contractor’s processes, procedures, or services learned from the performance of this Agreement.

The Client gives the Contractor permission to use the work product as part of the Contractor's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor's work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

​The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.

​During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as "work product." This is called "background IP." Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client's products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.