1. Intellectual Property Rights
Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre Existing Intellectual Property to the other party, subject to any licenses granted herein.
Pre existing intellectual property
Freelancer will not use any Freelancer or third party Pre‐Existing Intellectual Property in connection with this Contract unless Freelancer has the right to use it for Customer’s benefit. If Freelancer is not the owner of such Pre Existing Intellectual Property, Freelancer will obtain from the owner any rights as are necessary to enable Freelancer to comply with this Contract.
Freelancer grants Customer a non exclusive, royalty free, worldwide, perpetual and irrevocable license in Freelancer and third party Pre Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.
Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Freelancer clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Freelancer identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Customer in writing.
Freelancer represents, warrants and covenants that Freelancer has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Freelancer.
Freelancer shall indemnify Customer against any losses and liability incurred by Customer due to failure of Freelancer to meet any of the requirements in any of the third party licenses.
Ownership of deliverables
Subject to Freelancer and third party rights in Pre Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Customer, and Freelancer hereby assigns such rights to Customer.
Freelancer agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein.
Freelancer will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
No rights to customer intellectual property
Except for the limited license to use materials provided by Customer as may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right, title, or interest in any Customer Intellectual Property.
For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Freelancer hereunder).
Confidential Information does not include:
- information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
- generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
- information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
- information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
- information the Receiving Party develops independent of any information originating from the Disclosing Party.
Customer confidential information
For following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.
Freelancer will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity.
Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
Right to disclose
With respect to any information, knowledge, or data disclosed to Customer by the Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit.
Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Freelancer must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.
The Parties acknowledge that this Contract is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Except as otherwise provided in this Contract, the Freelancer will have full control over working time, methods, and decision making in relation to the provision of Services in accordance with the Contract. The Freelancer will work autonomously and not at the direction of the Customer. However, the Freelancer will be responsive to the reasonable needs and concerns of the Customer.
In the event that this Contract is terminated by the Customer prior to the completion of the Services but where the Services have been partially performed, the Freelancer will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Freelancer.
6. Modification of Contract
Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing and signed by each Party or an authorised representative of each Party.
6. Entire Contract
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Contract except as expressly provided in this Contract.
This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
This Contract will be governed by and construed in accordance with the laws of England.
Capacity / Independent Contractor
In providing the Services under this Contract it is expressly agreed that the Freelancer is acting as an independent contractor and not as an employee. The Freelancer and the Customer acknowledge that this Contract does not create a partnership or joint venture between them, and is exclusively a contract for service.
In the event that any of the provisions of this Contract are held to be invalid or unenforceable in whole or in part, all other provisions nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
The waiver by either Party of a breach, default, delay or omission of any of the provisions in this Contract by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.