IP Terms — Work-for-Hire and Assignment Clause

[BLR_REVIEW_REQUIRED]

This clause must be reviewed and approved by legal counsel before inclusion in any signed contract. It is written in plain English as a working draft. Do not send this as a binding agreement without attorney review and redline.

Dispatch to BLR: forward this file and ask counsel to (1) redline for enforceability under applicable state law, (2) confirm the work-for-hire language covers the specific deliverables in the engagement package, (3) confirm the warranty against third-party infringement is appropriately scoped, and (4) advise on whether the BANDZ mascot copyright should be called out separately from the wordmark.

1. Work for Hire

All creative work, deliverables, design files, source files, vectors, illustrations, and any other materials produced by Designer under this agreement ("Deliverables") are works made for hire as that term is defined in 17 U.S.C. § 101. To the extent any Deliverable does not qualify as a work made for hire under applicable law, Designer hereby irrevocably assigns to [OPERATOR_LLC] all right, title, and interest in and to such Deliverable, including all intellectual property rights therein, effective upon creation.

2. Assignment of Rights

Designer assigns to [OPERATOR_LLC] all right, title, and interest — including all copyright, trademark rights, trade dress rights, and any other intellectual property rights — in the Deliverables, worldwide, in perpetuity, without reservation. The assignment includes the right to register, enforce, sublicense, and transfer the assigned rights. Designer retains no license or right to use the Deliverables after final delivery and payment, except the right to display the work in a professional portfolio, in a non-commercial context, with prior written notice to [OPERATOR_LLC].

3. Moral Rights Waiver

To the fullest extent permitted by applicable law, Designer waives any moral rights or rights of attribution in the Deliverables.

4. Designer's Warranty

Designer warrants that:

(a) The Deliverables are original work created solely by Designer (or by Designer's team working under Designer's direction and with all necessary rights assigned to Designer);

(b) The Deliverables do not infringe, misappropriate, or otherwise violate any copyright, trademark, trade dress, patent, trade secret, or other intellectual property right of any third party;

(c) Designer has not granted and will not grant any rights in the Deliverables to any third party that would conflict with the rights granted to [OPERATOR_LLC] under this agreement;

(d) Designer has conducted or has caused to be conducted reasonable due diligence to confirm that the primary mark designs do not reproduce or closely imitate any existing registered or pending trademark in the United States Patent and Trademark Office (USPTO) or in any other jurisdiction where [OPERATOR_LLC] has indicated it operates.

5. Trademark Clearance Obligation

Designer acknowledges that [OPERATOR_LLC] is filing trademark applications in connection with the brand identity ("the Mark"). Designer agrees to use reasonable professional diligence to avoid designing marks that replicate or closely imitate existing registered marks. If, after delivery, a USPTO examining attorney or third-party trademark holder raises an infringement claim directly attributable to the Designer's failure to exercise reasonable professional care in design, Designer agrees to provide reasonable redesign services at a reduced rate to be negotiated in good faith.

This obligation is not a guarantee of trademark registration or clearance. [OPERATOR_LLC] understands that trademark clearance searches and legal opinions are the responsibility of [OPERATOR_LLC]'s own trademark counsel, and that Designer's role is design, not legal counsel.

6. No Competing Use

For a period of twenty-four (24) months following final delivery, Designer agrees not to create a logo, wordmark, or brandmark for a directly competing product — defined as a software platform offering options-trading structure enforcement, paper-trade journaling, or AI-assisted options proposal generation for retail traders — without [OPERATOR_LLC]'s prior written consent.

7. Indemnification

Designer agrees to indemnify, defend, and hold harmless [OPERATOR_LLC], its officers, members, employees, and agents from and against any claims, damages, costs, and expenses (including reasonable attorneys' fees) arising from any breach of Designer's warranties in Section 4 above.

8. Source File Delivery

All source files — including but not limited to AI (Adobe Illustrator), Figma source files, SVG source layers, and any other working files used to produce the Deliverables — must be delivered to [OPERATOR_LLC] as part of the final delivery. Designer may not withhold source files as leverage for additional payment beyond the agreed contract amount.

9. Governing Law

This agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. Any dispute arising under this agreement shall be resolved in the courts of Erie County, Pennsylvania.

[BLR_REVIEW_REQUIRED] — Do not include in any signed agreement without attorney review.

Draft prepared for BLR review: [PACKAGE_DATE] Prepared for: [OPERATOR_LLC] — [OPERATOR_NAME]