Team Assembly Contracts

INTELLECTUAL PROPERTY OWNERSHIP

(a) Work Made for Hire. Contractor acknowledges and agrees that all Work Product (as defined below) created by Contractor in connection with the Services shall be considered "work made for hire" as defined in 17 U.S.C. Section 101, and all right, title, and interest therein shall vest in Client from the moment of creation.

(b) Assignment. To the extent any Work Product does not qualify as work made for hire, Contractor hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. This assignment includes all rights in all media now known or hereafter developed, throughout the world, in perpetuity.

(c) Moral Rights. Contractor hereby irrevocably waives any and all "moral rights" or other similar rights (including rights of attribution and integrity) that Contractor may have in the Work Product, to the fullest extent permitted by applicable law.

(d) Further Assurances. Contractor agrees to execute any documents and take any actions reasonably requested by Client to perfect, evidence, or enforce Client's rights in the Work Product. Contractor hereby irrevocably appoints Client as Contractor's attorney-in-fact to execute such documents on Contractor's behalf if Contractor fails to do so within ten (10) business days of request.

(e) "Work Product" means all deliverables, inventions, discoveries, developments, improvements, software, code, documentation, designs, specifications, and other works of authorship created by Contractor, alone or jointly with others, in connection with the Services.

EMPLOYEE INVENTION ASSIGNMENT

1. Assignment of Inventions. Employee hereby assigns to Company all right, title, and interest in and to all Inventions (as defined below) that Employee makes, conceives, reduces to practice, or contributes to, alone or jointly with others, during Employee's employment with Company, except as provided in Section 2 below.

2. Limited Exclusion Notification - California Labor Code Section 2870. THIS ASSIGNMENT DOES NOT APPLY TO AN INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 (attached hereto as Exhibit A). Specifically, this assignment shall not apply to any Invention that Employee develops entirely on Employee's own time without using Company's equipment, supplies, facilities, or trade secret information, UNLESS the Invention either:
   (a) Relates at the time of conception or reduction to practice to Company's business, or actual or demonstrably anticipated research or development of Company; or
   (b) Results from any work performed by Employee for Company.

3. Disclosure. Employee agrees to promptly disclose in writing to Company all Inventions, whether or not Employee believes they are subject to assignment under this Agreement. The purpose of this disclosure is to permit a determination of rights.

4. Prior Inventions. Employee has listed on Exhibit B all Inventions that Employee made prior to employment with Company that Employee wishes to exclude from this Agreement. If no prior inventions are listed, Employee represents that there are none.

EXHIBIT A - CALIFORNIA LABOR CODE SECTION 2870

"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable."

Employee acknowledges receipt of this notification and the attached copy of California Labor Code Section 2870.

Employee Signature: _________________________ Date: _______________

INDEPENDENT CONTRACTOR STATUS - RECITALS

WHEREAS, the parties intend that Contractor shall perform the Services as an independent contractor and not as an employee of Client, and the parties agree as follows:

A. Freedom from Control and Direction (Prong A). Contractor shall have sole control over the manner and means of performing the Services. Client shall not control or direct Contractor's work, except to specify the desired results. Contractor shall determine Contractor's own work schedule, work location, and methods of performance. Contractor is not required to attend Client's meetings, follow Client's personnel policies, or receive training from Client on how to perform the Services.

B. Outside Usual Course of Business (Prong B). The Services to be performed by Contractor are outside the usual course of Client's business. [DESCRIBE SPECIFICALLY: e.g., "Client is a marketing agency, and Contractor is providing specialized database optimization services that Client does not offer to its customers and does not perform as part of its regular business operations."]

C. Independently Established Trade or Business (Prong C). Contractor is engaged in an independently established trade, occupation, or business of the same nature as the Services. Contractor:
   (i) Maintains a separate business location at: [ADDRESS];
   (ii) Holds a business license issued by: [JURISDICTION];
   (iii) Has own business insurance including general liability and professional liability;
   (iv) Regularly performs similar services for other clients;
   (v) Advertises services to the public through: [WEBSITE/OTHER];
   (vi) Sets own rates and negotiates terms with each client individually.

D. Additional Factors. Contractor:
   (i) Provides own tools, equipment, and software necessary to perform the Services;
   (ii) Bears Contractor's own business expenses;
   (iii) Is not eligible for Client's employee benefits;
   (iv) Is responsible for Contractor's own taxes, including self-employment tax;
   (v) May hire assistants or subcontractors with Client's prior written consent;
   (vi) Is free to accept or decline specific projects.

Contractor represents and warrants that the foregoing statements are true and accurate. Contractor shall indemnify Client against any claims, liabilities, or expenses arising from a determination that Contractor is an employee of Client.

SUBCONTRACTOR INTELLECTUAL PROPERTY FLOWDOWN

1. Subcontractor IP Assignment. Subcontractor hereby assigns to Agency all right, title, and interest in and to all Work Product created by Subcontractor in connection with the Services, including all intellectual property rights therein. This assignment is made on the same terms as Agency's assignment to its end client, and Subcontractor acknowledges that such Work Product will be further assigned to Agency's client.

2. Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" as defined in 17 U.S.C. Section 101, it shall be the sole and exclusive property of Agency (or Agency's client, as applicable).

3. Flowdown of Confidentiality. Subcontractor agrees to be bound by the same confidentiality obligations that bind Agency under Agency's agreement with its client. Subcontractor shall not disclose any Confidential Information of Agency's client to any third party and shall use such information solely for performing the Services.

4. Pre-Existing Materials Disclosure. Prior to commencing Services, Subcontractor shall disclose in writing on Exhibit A all Pre-Existing Materials that Subcontractor intends to incorporate into the Work Product. For any Pre-Existing Materials so incorporated, Subcontractor grants to Agency (and Agency's client) a perpetual, royalty-free, worldwide, irrevocable license to use, modify, reproduce, distribute, and create derivative works of such Pre-Existing Materials as part of the Work Product.

5. Third-Party Materials. Subcontractor shall not incorporate any third-party materials into the Work Product without Agency's prior written consent. If consent is granted, Subcontractor shall ensure that Agency (and Agency's client) receives all licenses necessary to use such third-party materials.

6. Representations and Warranties. Subcontractor represents and warrants that:
   (a) Subcontractor has full authority to make the assignments and grants in this Agreement;
   (b) The Work Product will be original and will not infringe any third-party rights;
   (c) No Pre-Existing Materials or third-party materials are incorporated except as disclosed;
   (d) Subcontractor has not previously assigned or encumbered any rights in the Work Product.

7. Indemnification. Subcontractor shall indemnify, defend, and hold harmless Agency and Agency's client from any claims arising from Subcontractor's breach of the representations in Section 6.

EXHIBIT [X] - PRE-EXISTING MATERIALS

The following materials are Pre-Existing Materials owned by Contractor that may be incorporated into the Deliverables. Contractor retains ownership of these Pre-Existing Materials and grants Client a perpetual, royalty-free, worldwide, non-exclusive, irrevocable license to use, modify, reproduce, distribute, publicly display, publicly perform, and create derivative works of these Pre-Existing Materials solely as incorporated into the Deliverables.

1. CONTRACTOR-OWNED MATERIALS
--------------------------------------------------------------------------------
| Name/Description          | Type           | License Grant to Client        |
|---------------------------|----------------|--------------------------------|
| [DataSync Library v2.1]   | Code Library   | Perpetual, royalty-free,      |
|                           |                | non-exclusive license          |
|---------------------------|----------------|--------------------------------|
| [API Toolkit Framework]   | Framework      | Perpetual, royalty-free,      |
|                           |                | non-exclusive license          |
|---------------------------|----------------|--------------------------------|
| [Form Validation Module]  | Component      | Perpetual, royalty-free,      |
|                           |                | non-exclusive license          |
--------------------------------------------------------------------------------

2. OPEN SOURCE COMPONENTS
--------------------------------------------------------------------------------
| Name                      | Version | License      | Copyleft? | Link        |
|---------------------------|---------|--------------|-----------|-------------|
| [React]                   | 18.x    | MIT          | No        | [URL]       |
|---------------------------|---------|--------------|-----------|-------------|
| [Express.js]              | 4.x     | MIT          | No        | [URL]       |
|---------------------------|---------|--------------|-----------|-------------|
| [PostgreSQL]              | 15.x    | PostgreSQL   | No        | [URL]       |
--------------------------------------------------------------------------------

3. THIRD-PARTY LICENSED MATERIALS
--------------------------------------------------------------------------------
| Name                      | Licensor       | License Type   | Restrictions  |
|---------------------------|----------------|----------------|---------------|
| [Stock Images - Adobe]    | Adobe Stock    | Extended Lic.  | No resale     |
|---------------------------|----------------|----------------|---------------|
| [Font Family - Inter]     | Google Fonts   | OFL            | None          |
--------------------------------------------------------------------------------

Contractor certifies that the licenses for all Pre-Existing Materials listed above permit their incorporation into the Deliverables and the license grant to Client described herein. Contractor shall promptly notify Client of any additional Pre-Existing Materials to be incorporated and shall obtain Client's written consent before incorporation.

If this Exhibit is blank or states "None," Contractor represents that no Pre-Existing Materials will be incorporated into the Deliverables.

Contractor Signature: _________________________ Date: _______________

Client Acknowledgment: ________________________ Date: _______________

NON-SOLICITATION OF EMPLOYEES

During the term of this Agreement and for a period of [twelve (12) / twenty-four (24)] months following termination or expiration of this Agreement, Contractor agrees not to directly solicit for employment any employee of Client with whom Contractor had material contact in connection with the Services.

For purposes of this Section:

(a) "Directly solicit" means Contractor personally contacts the employee to recruit them for employment or engagement with Contractor or Contractor's other clients. This restriction does not apply to:
    (i) General job postings or advertisements not targeted at Client's employees;
    (ii) Responses to unsolicited inquiries from Client's employees;
    (iii) Use of recruiting firms, provided Contractor does not specifically direct them to target Client's employees.

(b) "Material contact" means regular, direct interaction in the course of performing the Services, such as working on the same project team, attending the same meetings, or direct communication regarding the Services.

IMPORTANT CALIFORNIA NOTICE: This provision restricts only the solicitation of employees and does not restrict Contractor's ability to engage in any lawful profession, trade, or business. Nothing in this Agreement shall be construed as a covenant not to compete, which would be void and unenforceable under California Business and Professions Code Section 16600.

Client acknowledges that should Client's employee independently seek employment with Contractor without solicitation, this provision shall not apply.

CONFIDENTIALITY

1. Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, including but not limited to: technical data, trade secrets, know-how, source code, algorithms, software designs, business plans, customer lists, financial information, and any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. Exclusions. Confidential Information does not include information that:
   (a) Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
   (b) Was rightfully in the Receiving Party's possession prior to disclosure;
   (c) Is rightfully obtained by the Receiving Party from a third party without restriction;
   (d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
   (e) Is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking a protective order.

3. Obligations. The Receiving Party agrees to:
   (a) Hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care;
   (b) Not disclose Confidential Information to any third party without prior written consent;
   (c) Limit disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as these;
   (d) Not use Confidential Information for any purpose other than performing obligations under this Agreement.

4. Return of Materials. Upon termination of this Agreement or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. The Receiving Party may retain copies required by law or internal compliance policies, subject to continued confidentiality obligations.

5. Duration. The obligations under this Section shall survive termination of this Agreement for a period of [three (3) / five (5)] years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

6. Injunctive Relief. The Receiving Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

7. No License. Disclosure of Confidential Information does not grant the Receiving Party any license or right in or to such Confidential Information, except as expressly provided in this Agreement.