LEG 500 ASSIGNMENTS 2: Nondisclosure and Copyright Assignment Worksheet and Agreements Instructions For your second assignment, you will be completing a Nondisclosure and Copyright Assignment Workshee
Nondisclosure & Copyright Assignment
worksheet
| ASSIGNMENT 2 INSTRUCTIONS |
| For your second assignment, you will be completing a Nondisclosure and Copyright Assignment Worksheet and the associated Agreements. These agreements could be for a business you own or work at, or one you hope to create. To begin, you'll complete the Non-disclosure and Copyright Assignment Worksheet sections. The objective of the Non-disclosure portion of the worksheet is to begin to plan for how to protect your business in regard to the individuals that will have access to your business’ proprietary information as a result of working for (or with) you. Use the first part of the planning worksheet to make that determination and to brainstorm about the information that should be protected. You’ll list your business name, the data and secrets that you want to protect, and identify who you should have sign the NDA (employees, clients, potential clients, vendors or anyone else). You will also need to identify whether the contract will be unilateral or mutual, the relationship between the two parties and the governing law (which state). You will next need to complete the Nondisclosure Agreement following the worksheet portion of this document. You will add the information from the Non-Disclosure portion of the Nondisclosure and Copyright Assignment Worksheet to the Non-Disclosure form for one of the people/parties listed (by filling in the yellow highlighted areas). As an entrepreneur, you’ll also likely be involved in completing and signing Copyright Assignment Agreements both as the Assignor and as the Assignee. You’ll use the second, or Copyright Assignment portion of the worksheet to determine who you might enter into a Copyright arrangement with and the copyrights involved. After filling in the second section of the worksheet, you’ll complete the Copyright Assignment Agreement (as an Assignor or Assignee), again following the worksheet portion of this template by filling out the yellow highlighted areas. You will submit your completed Assignment 2 Nondisclosure and Copyright Assignment Worksheet/Agreements by Sunday midnight of Week 7. They should be uploaded to Blackboard. Please reach out to your professor with any questions. Good luck. |
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Part 3. AGREEMENTS
Lastly, complete the Nondisclosure Agreement and Copyright Assignment Agreement following this Worksheet based on the information you entered above. Complete all of the yellow highlighted areas.
Submit the completed Worksheet template/agreements by Sunday midnight of Week 7.
NON-DISCLOSURE AGREEMENT (NDA)
I. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the “Agreement”, created on the ___ day of _________________________, 20___ is by and between _________________________, hereinafter known as “1st Party”, and _________________________, hereinafter known as “2nd Party”, and collectively known as the “Parties”.
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information. The Parties agree as follows:
II. TYPE OF AGREEMENT. Check One (1)
☐ - Unilateral – This Agreement shall be Unilateral, whereas, 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party.
☐ - Mutual – This Agreement shall be Mutual, whereas, the Parties shall be prohibited from disclosing confidential and proprietary information that is to be shared between one another.
III. RELATIONSHIP. The Party A’s relationship to Party B can be described as _________________________ and Party B’s relationship to Party A can be described as _________________________.
IV. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.
However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.
V. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within ____ days.
This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.
VI. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
VII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
VIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
IX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
X. GOVERNING LAW. This Agreement shall be governed under the laws in the State of _________________________.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.
1st Party’s Signature ______________________________ Date _________________
Print Name ______________________________
2nd Party’s Signature ______________________________ Date _________________
Print Name ______________________________
COPYRIGHT ASSIGNMENT
WHEREAS, [INSERT AUTHOR-ASSIGNOR NAME, ENTITY TYPE, and ADDRESS] (hereinafter termed AUTHOR), and has created original works of authorship fixed in a tangible medium of expression (hereinafter termed WORKS), namely the following materials:
[INSERT TITLE OF WORKS]
WHEREAS, [INSERT ASSIGNEE NAME, ENTITY TYPE, AND ADDRESS] (hereinafter termed ASSIGNEE), is desirous of acquiring the entire right, title, and interest in and to said WORKS and in and to any copyrights thereon arising and/or granted in the United States and foreign countries;
NOW, THEREFORE, for other goods and valuable consideration received by said AUTHOR from said ASSIGNEE, the receipt and sufficiency of which is hereby acknowledged by said AUTHOR,
AUTHOR does hereby sell, assign, transfer, and convey unto ASSIGNEE, the entire right, title, and interest in and to said WORKS and in and to any and all copyrights on said WORKS that may arise and/or may be granted in the United States and any foreign country, and including each and every derivative WORK arising from said WORKS.
AUTHOR does hereby covenant and agree to cooperate with ASSIGNEE whereby ASSIGNEE may enjoy to the fullest extent the right, title, and interest herein conveyed. Such cooperation shall include:
prompt execution of all papers (prepared at the expense of ASSIGNEE) which are deemed necessary or desirable by ASSIGNEE to perfect in it the right, title, and interest herein conveyed;
prompt execution of all petitions, oaths, specifications, declarations, or other papers (prepared at the expense of ASSIGNEE) which are deemed necessary or desirable by ASSIGNEE for obtaining copyright registration in the United States and/or foreign countries covering said WORKS or works derived from said WORKS; and
prompt assistance and cooperation in the prosecution of legal proceedings involving said WORKS or derivative works therefrom, said registrations granted thereon, including proceedings before any Copyright Office of the United States or any foreign country, and court actions, provided, however, that the expense which may be incurred by said AUTHOR in lending such assistance and cooperation be paid by ASSIGNEE.
The terms, covenants, and provisions of this assignment shall inure to the benefit of ASSIGNEE, its successors, assigns, and/or other legal representatives, and shall be binding upon said AUTHOR, his respective heirs, legal representatives, and assigns.
AUTHOR warrants and represents that he has not entered into any assignment, contract, or understanding in conflict herewith.
This instrument contains the entire and only agreement between the parties and supersedes all pre-existing agreements between them respecting its subject matter. Any representation, promise, or condition in connection with said subject matter that is not incorporated in this agreement shall not be binding upon either party. No modification, renewal, extension, and/or waiver of this agreement or any of its provisions shall be binding upon the party against whom enforcement of such modification, renewal, extension, or waiver is sought, unless made in writing and signed on behalf of such party by one in authority to do so.
IN WITNESS WHEREOF, the AUTHOR has executed and delivered this instrument this day of [INSERT MONTH, YEAR].
[INSERT AUTHOR NAME]
By: ___________________________
Name: ___________________________
Title: ___________________________
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STATE OF ____ )
) ss.
COUNTY OF ______ )
On , 2020, before me, ,
the undersigned, a Notary Public in and for said State, personally appeared
, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name is/are subscribed to the within instrument and acknowledged that he/she/they executed the same.
WITNESS my hand and official seal.
