Nondisclosure and Copyright Worksheet

Your NAME/BUSINESS NAME

PUT YOUR NAME HERE:

PUT BUSINESS NAME HERE:

Part 1. Nondisclosure Worksheet

1.What information/secrets do you want to protect (list):

Who Should Sign:

1.Employees (list):

2.Clients (list):

3.Vendors/Consultants/Contractors (list):

4.Potential Clients (list):

5.Anyone else (list):

6.Will the disclosurebe unilateral or mutual (see contract)

7.What is the relationship between the two parties?

8.What is the governing law (state):

Part 2. Copyright Assignment Worksheet

Who might you enter into a copyright assignment agreement with As the Assignor (list 3):

Who might you enter into a copyright assignment agreement with As the Assignee (list 3):

Title of Works for each

Part 3. AGREEMENTS

Lastly, complete the Nondisclosure Agreement and Copyright Agreement following this Worksheet based on the information you entered above.

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 "1^st Party", and _________________________, hereinafter known as "2^nd 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, 1^st Party shall have sole ownership of the Confidential Information with 2^nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1^st 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 (3^rd) 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 1^st 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.

1^st Party's Signature ______________________________ Date _________________

Print Name ______________________________

2^nd 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,

1.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.

2.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:

a)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;

b)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

c)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.

3.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.

4.AUTHOR warrants and represents that he has not entered into any assignment, contract, or understanding in conflict herewith.

5.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:___________________________

T:\08-21567\COPYRIGHT ASSIGNMENT TEMPLATE.DOC

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.