Work For Hire, Assignment & Property Rights Agreement

In consideration of the mutual promises set forth herein, Client  and Agency (collectively, the “Parties”) hereby agree as follows:

1. Independent Agency Relationship:
Agency’s relationship with Client  is that of an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. The agency shall be responsible for payment of all taxes related to its retention by Client. Client shall not be responsible for payment of worker’s compensation, disability benefits, unemployment insurance, or other related benefits or for withholding or paying employment related taxes on behalf of the agency.

2. Agency’s Representations.

2.1 Agency warrants and represents that the Work created for Client is unique and original, it has not been copied, produced, prepared, sold, or otherwise transferred from or to anyone other than Client, and that Agency has not and shall not make any re-creations, copies, or otherwise attempt to re-create or duplicate the material created for Client hereunder.

2.2 Agency further warrants and represents that the Work was created by its employees or independent contractors with whom Agency has “work made for hire” agreements which comply with 17 U.S.C. § 101, and that no individuals involved in the creation of the Work have any claim to ownership of any portion of the Work.

2.3 Agency is not violating and shall not violate any rights of any third parties, including but not limited to copyrights and other intellectual property rights, contractual rights, privacy or publicity rights, moral rights, or ownership rights, and that Agency has not and shall not utilize any third parties’ trade secrets or other proprietary information in creating the Work. In the event Agency has reason to believe that a third-party right might be infringed upon, Agency shall immediately notify Client in writing.

3. Work Made For Hire:
Agency and Client hereby agree that the Work is a work made for hire, and further agree that Client , having specially commissioned the Work, shall be for all purposes the Author of the Work.

4. Intellectual Property Assignment.

4.1 To the extent that the Work, or any portion thereof, is not deemed to be a work made for hire, Agency hereby grants, transfers, assigns, and conveys to Client, its successors and assigns, the entire right, title, interest, ownership and all subsidiary rights in and to the Work, including, but not limited to, the right to secure copyright registration therein and to any resulting registration in Client’s name as claimant, and the right to secure renewals, reissues, and extensions of any such copyright or copyright registration in the United States of America or any foreign country, trademark rights, rights in any trade name or brand name contained within the Work, and any and all other intellectual property rights.

4.2 Agency agrees that no rights in the Work are retained by Agency and that all past, present and future right to commence any legal action and to recovery of damages and other relief resulting from infringement of the copyright and the Work are hereby transferred to and belong solely to Client.

5. Account and Information Access:
Agency agrees that all account information, including login information, account names, usernames, passwords, verification questions, and any other information related to any accounts Agency has created in relation to the Work shall be provided to Client upon request. Agency also agrees that it will never deny Client access to any account or information created or developed in relation to the services provided to Client. Agency further agrees that, within three (3) business days of a written demand from Client, it will make and deliver to Client a complete copy of all data and materials created or developed in relation to the services provided to Client, including but not limited to, copy, content, logos, source code, designs, schematics 

6. Governing Law:
This Agreement shall be interpreted, construed and enforced pursuant to the laws of the State of Florida without regard to its conflicts of laws provisions or the conflicts of laws provisions of any other state or territory. The parties agree that this Agreement shall be deemed executed in Orlando, Florida and is to be performed in Orlando, Florida. The parties agree to submit themselves and any dispute arising out of, referring or relating to this Agreement to the sole and exclusive jurisdiction of the State of Florida. To the greatest extent permitted by law, any action on this Agreement shall be brought and maintained in Orange County, Florida.

7. Attorney’s Fees:
In the event any legal action or proceeding is commenced arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees.

8. Entire Agreement:
This Agreement along with the Parties’ Non-Disclosure Agreement, constitute the entire agreement between the parties and may be amended at any time by mutual agreement of the parties provided that before any amendment shall be operative or valid, it shall be reduced to writing and signed by both parties. The parties agree that this Agreement shall supersede and replace all prior agreements, written or oral, with regard to the subject matter hereof.

9. Non-Solicitation:
Client agrees that without expressed written consent, at all times while Client is employing the services of LUXURY BRAND MARKETING and for twelve (12) months after contract period terminates, Client will not, directly or indirectly, whether individually or as an officer, director, employee, consultant, partner, stockholder, individual proprietor, joint venturer, investor, lender, consultant or any other capacity whatsoever: solicit, divert hire, retain (including as a consultant) or encourage to leave the employment or contract period of LUXURY BRAND MARKETING and any employee or contractor of LUXURY BRAND MARKETING, or hire or retain (including as a consultant) any former employee of LUXURY BRAND MARKETING who has left the employment or contract period of LUXURY BRAND MARKETING within twelve (12) months prior to such hiring or retention. Client agrees and acknowledges that its non-solicitation obligations hereunder are essential to the protection of the agency’s business.

10. RESERVATION OF RIGHTS:
LUXURY BRAND MARKETING reserves all rights not specifically granted herein.

11. REMEDIES NOT EXCLUSIVE:
The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute. 

12. SEVER-ABILITY:
The Client and LUXURY BRAND MARKETING acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is Client’s intention to give LUXURY BRAND MARKETING the broadest possible protection against the solicitation of its employees by the Client. In the event that any of the provisions of this Agreement will be held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both parties subsequent to the expungement of the invalid provision