The Parties acknowledge and agree that Nutritious Life will hold all intellectual property rights in any work product including, but not limited to, copyright and trademark rights. The Writer agrees not to claim any such ownership in such work product’s intellectual property at any time prior to or after the completion and delivery of such work product to Nutritious Life.
Writer further agrees that any and all of the results of any services performed under this Agreement, including without limitation any and all deliverables, designs, documentation, trade secrets, materials, programming or data that Writer makes, conceives, or devisees, either solely or jointly, (“Work Product”) is created hereunder as a “work made for hire” as that term is defined in the Copyright Revision Act of 1976, 17 U.S.C. §101 et seq and shall be owned by Nutritious Life, as the case may be, for all purposes in perpetuity. To the extent such Work Product is deemed not to be a work made for hire, Writer hereby sells, assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to all patent, copyrights, trademark, trade secret and other intellectual property rights therein or thereto throughout the world, without any restrictions as to use, to Nutritious Life, and its successors, assignees and/or licensees. Without in any way limiting this sale and assignment, you hereby waive any and all moral rights you may have in the Work Product so that Nutritious Life may modify, revise and create derivative works of the Work Product without restriction.
During the term of this Agreement (12 months) and after its termination or expiration, you agree to assist Nutritious Life, or its designee, at Nutritious Life’s expense, in every proper way to secure Nutritious Life’s rights in the Work Product and any copyrights, or other intellectual property rights relating thereto, including the disclosure to Nutritious Life of all pertinent information and data with respect thereto, the execution of all applications, assignments and all other instruments which Nutritious Life shall deem necessary in order to apply for and obtain such rights.
Writer represents and warrants that it is the sole creator of the Work Product and the Work Product is completely original with Writer, and that no part of the Work Product will infringe the copyright, patent, trademark, trade dress, trade secret or other proprietary or personal rights of any third party. Writer agrees to defend, indemnify and hold Nutritious Life and their respective officers, directors, employees and agents harmless from all liability, damages, loss, cost or expense (including reasonable attorney’s fees and expenses) arising out of or in connection with any claim, suit, action or proceeding relating to any breach or alleged breach of the foregoing warranties.