Share this Page URL

Chapter 4. Staffing Up > Avoiding Lawsuits - Pg. 110

Staffing Up 110 · Catalogs pre-existing property. If the contractor will be using a pre-existing IP, such as an engine or a tool set, these need to be named and described with specificity. Furthermore, the contractor must grant the company a license to use that IP. Whenever pre-existing IP is incorporated into the work product, the company will want an irrevocable, non-exclusive, permanent, sub-licen- sable, royalty-free license to use the contractor's IP so that the company will not have to nego- tiate with the contractor every time it sells or changes the work product. · Sets up invention disclosure parameters. The contractor should promptly and fully disclose all intellectual property created during the engagement and as a result of work performed during the engagement. · Assigns all IP to the client. The company will want to own all intellectual property created by a contractor as a work made for hire. The contractor should irrevocably assign to the company all rights that do not qualify as a work made for hire. The contractor should also agree to execute all documents and provide any other assistance required to establish the client's ownership. · No Contest. Contractor should agree not to contest ownership of the IP. Note NOTE A company's license to the preexisting property is only for the particular manifestation cre- ated for thecompany, i.e. the company can'tbreak out the engine and sub-licenseit to some- one else. It can only besublicensed as part of the game. To maintain good information hygiene, the independent contractor agreement should prohibit the contractor from disclosing confidential information to any third parties. The agreement should also: · Define confidential information broadly, including information given to the client by third parties. · State that the contractor has no existing conflict of interest and will not accept any engagement giving rise to such conflict during the course of work for the company. To guard against being the unwitting recipient of work violating a third party's rights (stolen code or artwork that could be deemed to defame an existing person--an ex-girlfriend, for example), the agreement should contain: · Contractor's representations that no element of the work product will contain any materials that infringe a third party's rights; and · Contractor's agreement to indemnify and hold the company harmless against any claims, losses, etc. resulting from a breach of the contractor's representation. In other words, if the contractor provides artwork that turns out to have been stolen from a third party, the contractor will be liable for attorney's fees or settlement costs, the costs of swapping out the artwork, and so on. Avoiding Lawsuits The two most common sources of worker lawsuits are wrongful termination and discrimination. Before addressing preventive measures specific to each category, there are a few general cautions that are worth a pound of cure: · Hire smart. Trust your intuition. Remember that, beyond an employee's skills, workplace chem- istry is the bedrock of good morale. · Learn how to interview. Learn about what you can and can't say when trying to learn about a prospective employee. With all of the laws to follow regarding interview, getting information about a prospective employee has been likened to drinking a glass of water with your hands behind your back.