Contributor IP Assignment Agreement
This work is licensed under a Peer Production License, which permits reuse exclusively for non-commercial and worker-owned enterprises.
This is an agreement between Ampled LLC (“Ampled”) and you (“contributor(s)”) that seeks to clearly establish who owns the intellectual property (“IP”) created by Ampled contributors.
Part of contributing to Ampled includes creating assets and media that may be copyrighted, trademarked, and/or patented. Ampled artists, workers, and community owners depend on Ampled having these legally protected rights to offer our products and services, which is why it is important for Ampled to have clear assignment of IP created by its contributors. Ampled is not looking to claim ownership on creations that are rightfully yours. This agreement determines what intellectual property is owned by Ampled and what is owned by you, the contributor.
For legal purposes, when we say “we” or “us”, we mean Ampled. And when we say “Agreement” we mean this one, the Intellectual Property Agreement you are reading right now.
By signing this Agreement, and as a condition of contributing to Ampled, you agree to the following,
Ampled owns the intellectual property (“Ampled IP”) that you create, or help create if the IP is:
- developed for use by Ampled,
- related to an existing or prospective Ampled product or service at the time you conceived or created it, or
- developed or promoted using existing Ampled IP or with Ampled’s endorsement.
You grant and assign to Ampled all rights and interests in Ampled IP, including but not limited to concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. Ampled IP that you create in this manner is “work made for hire” and is compensated through your contributor salary or pay.
You own the intellectual property (“Contributor IP”) that doesn’t fit into one of the categories listed above. This is true whether or not Contributor IP was developed on a computer or equipment furnished by Ampled.
Contributing your previously created intellectual property (“Prior IP”) to an Ampled project grants Ampled a
- non-exclusive -- you can license your IP for other uses,
- irrevocable -- you can’t revoke permission after the fact,
- paid-up -- you can’t come at us later for more money,
- royalty-free -- you’re not paid on a per use basis,
- perpetual -- there is no expiration date,
- sublicensable -- Ampled needs this for web-hosts/servers,
- transferable -- Ampled can retain IP through changes,
- worldwide -- Ampled can use this work globally,
license to use your Prior IP without restriction in any use or implementation, so long as the Prior IP is used in relation to an Ampled product or service.
Contributing your Prior IP to non-Ampled projects is your own business. Ampled recognizes that you work on other projects with other entities. If any project asks you to sign a contribution agreement, you should disclose this to Ampled either before working with Ampled or before signing this third party contribution agreement, as these agreements may be legally binding on Ampled. Not to say we’ll nix it, just that we’ll need to ensure terms don’t contradict or confuse things.
Along those same lines, you agree that you don’t have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won’t enter into conflicting agreements in the future.
Ampled may need to file or register ownership of IP, and accordingly may need to establish records of the creation or development of Ampled IP. You agree to not intentionally destroy any records relating to the creation or development of Ampled IP.
If needed, you agree to provide those records and help Ampled secure and defend its rights in Ampled IP, regardless of your status with Ampled at the time. In lieu of your help, you agree and authorize Ampled to act on your behalf (as agent and attorney-in-fact) with regards to securing and defending Ampled IP. Ampled agrees to compensate you at a reasonable rate for efforts relating to securing and defending rights in and ownership of Ampled IP.
This Agreement will be binding upon Ampled’s legal representatives and will be for the benefit of Ampled. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
You are responsible for keeping Ampled information confidential, including after any contributor relationship. Please be aware that you do have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding.
This Agreement is governed by New York State law, you consent to the exclusive jurisdiction and venue of courts located in New York.
This Agreement constitutes the entire agreement between you and Ampled with regards to intellectual property ownership and supersedes all prior agreements.
Last modified 3yr ago