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Law Educator, Esq.
Law Educator, Esq., Lawyer
Category: Consumer Protection Law
Satisfied Customers: 111469
Experience:  Attorney experienced in commercial litigation.
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I have a contract that I want reviewed. I'm conducting 2

Customer Question

I have a contract that I want reviewed. I'm conducting 2 workshops for a company and providing workbooks for the workshop. The section of the contract that has me concerned is this one:With respect to any Deliverables specifically identified in Section 1 of Exhibit A as licensed to (rather than owned by), Contractor hereby grants a nonexclusive, permanent, irrevocable, fully paid, royalty-free worldwide license to use such Deliverables for such purposes and in such media as we elect (which includes use by our contractors and customers consistent with this Section 6), including the right to copy, modify, display, perform, disclose, create derivative works from and sublicense such Deliverables. All other Deliverables will belong exclusively to us and, to the fullest extent permissible under applicable law, will be deemed a “work for hire.” Contractor hereby assigns to us all of Contractor’s right, title and interest in and to all Deliverables and any intellectual property rights related thereto, including any “moral rights.” We will have the right to obtain and hold, free from any claim or retention of rights, any copyrights, patents or other protection we may deem appropriate for such Deliverables and intellectual property. Contractor will provide all assistance reasonably requested to perfect the foregoing rights. To ensure Contractor is capable of providing to us the rights described in Section 6, prior to providing any Services, Contractor will require its employees to assign to Contractor all of their right, title and interest in and to all Deliverables and any related intellectual property rights. Similarly, prior to engaging any independent contractor to provide any Services, Contractor will require the independent contractor to obtain from its employees and, in turn, assign to Contactor, all of their right, title and interest in and to all Deliverables and related intellectual property rights."
Submitted: 9 months ago.
Category: Consumer Protection Law
Expert:  Law Educator, Esq. replied 8 months ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
Basically, they are telling you that any materials you give to them as part of your workshop, they have a right to use in any manner they see fit and you cannot stop them or claim rights. This means once you give your materials to them, they can publish them online, use them to train customers and even sell them to others.
As creator of the materials, this is not something you want and it is not favorable to you.
What you want is a revocable limited license and you want to limit the rights to use the material only to the client and the direct employees of the client who attend the workshop and not give them any rights to disseminate the works. Also, this is not a work for hire, it is your proprietary workshop materials you use for other workshops so you want to get that provision stricken from the agreement as well.
You need to tell the client that this clause is completely unacceptable as you are not giving them unlimited rights to your copyrighted materials and these materials were not created just for this client, they are your proprietary copyrighted materials. So, it would be best for you to strike this from the agreement and tell them your licensing agreement is all you will agree to.