For employees, independent contractors, and other contributors.
Complete the recipient entity, the engagement description, and both schedules. This agreement is designed for Minnesota use — review it against the contributor's actual classification, location, compensation, and work.
The Company has engaged Contributor to perform the services described above and in any signed statement of work. "Work Product" means inventions, discoveries, developments, designs, documentation, software (including source code, object code, APIs, scripts, models, prompts, agent workflows, configurations, weights, evaluations, datasets, schemas, and embeddings), content, trademarks, domain names, know-how, processes, and other materials that Contributor creates, conceives, reduces to practice, authors, or develops, alone or with others, during the engagement and that: (a) are created specifically in performing assigned services; (b) result from work performed for the Company; (c) relate directly to the Company's business or actual or demonstrably anticipated research or development; or (d) use the Company's Confidential Information or material resources. Work Product excludes Excluded Inventions and Background Materials under Section 4.
2.1 Work made for hire. Copyrightable Work Product created by Contributor as an employee within the scope of employment is intended to be a "work made for hire." If Contributor is not an employee, a work is intended as a work made for hire only to the extent it qualifies under applicable copyright law as a specially commissioned work and the parties' written agreement satisfies the law. The parties do not use this clause to determine employment status.
2.2 Present assignment. To the extent any Work Product is not owned initially by the Company, Contributor hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest Contributor now has or later acquires in that Work Product, including all patent rights and applications, copyrights and renewals, mask-work rights, trade-secret rights, trademark and goodwill rights, database rights, and all other intellectual-property and proprietary rights worldwide, together with rights to apply for, register, prosecute, maintain, enforce, and recover for past, present, and future infringement. This assignment takes effect automatically when the applicable Work Product comes into existence.
2.3 Moral rights. To the maximum extent permitted by law, Contributor waives and agrees never to assert moral rights, rights of attribution or integrity, and similar rights in Work Product. Where waiver is not permitted, Contributor irrevocably consents to the Company's exercise of the assigned rights without attribution and to modification, combination, publication, or nonuse of the Work Product.
Contributor will promptly disclose Work Product to the Company and deliver complete, current, and usable copies of source files, documentation, credentials created for the Company, design files, datasets, build materials, and other items reasonably needed to use and maintain it. Contributor will keep reasonable development and provenance records and will not retain or use Company credentials or copies after the engagement except as authorized in writing. General skills and experience retained in unaided memory are not assigned, provided they do not disclose or use Confidential Information.
4.1 Excluded Inventions. "Excluded Inventions" are inventions excluded by applicable law, including the Minnesota notice in Section 12. They are not Work Product and are not assigned.
4.2 Background Materials. "Background Materials" are technology, inventions, works, tools, libraries, templates, methods, and other materials developed or acquired by Contributor outside this engagement and identified on Schedule A. No Background Material is assigned merely because Schedule A is blank. Contributor will not incorporate Background Materials into Work Product without prior written disclosure and Company approval.
4.3 Embedded-material license. If Contributor incorporates approved Background Materials into Work Product, Contributor grants the Company and its successors a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid license to use, reproduce, modify, make, have made, distribute, display, perform, import, sell, offer for sale, and otherwise exploit those Background Materials only as incorporated in, required to use, or reasonably necessary to modify or support the Work Product. Contributor represents that Contributor has authority to grant that license.
5.1 Third-party and open-source materials. Contributor will not include third-party materials in Work Product unless listed on Schedule B or approved in writing. Contributor will identify each component, source, version, license, required notices, and material obligations. Without specific written approval, Contributor will not use material under a license that requires disclosure or licensing of Company source code, imposes network-use source obligations, restricts commercial use, or requires Company Work Product to be distributed on specified terms.
5.2 AI-assisted materials. Contributor makes no representation that machine-generated output alone is copyrightable, but assigns every right Contributor owns in AI-assisted Work Product to the Company and will provide provenance reasonably requested by the Company.
5.3 Compliance. Contributor will preserve required notices, provide an accurate component list on request, and promptly notify the Company of any discovered license, provenance, security, privacy, or ownership issue.
Contributor represents, after reasonable inquiry, that: (a) Contributor may enter and perform this Agreement; (b) Contributor has not granted conflicting rights; (c) except for approved items on Schedule B, Work Product is Contributor's original contribution and does not contain third-party confidential information or materials; (d) Contributor will not knowingly infringe or misappropriate another person's rights; and (e) all Schedule A and B disclosures are accurate and complete in all material respects. These representations do not create a guarantee that lawfully used AI output is protectable by copyright.
During and after the engagement, Contributor will reasonably assist, at the Company's expense, to document, perfect, register, maintain, or enforce the Company's rights, including signing patent, copyright, and other filings. The Company will compensate an independent contractor at the agreed rate (or a reasonable rate if none applies) for substantial post-engagement time. If Contributor cannot be located or is unable to sign after reasonable efforts, Contributor appoints the Company and its authorized officers as Contributor's attorney-in-fact solely to execute documents necessary to confirm the assignment in this Agreement. This limited appointment is coupled with an interest and is irrevocable to the extent permitted by law.
Contributor remains bound by any separate confidentiality agreement. Nothing in this Agreement prohibits lawful reports to government authorities, communications with counsel, participation in an investigation, or other activity protected by law. Contributor need not notify or obtain authorization from the Company for protected reporting.
Federal trade-secret immunity notice. Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret: (i) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or (ii) in a complaint or other filing made under seal in a lawsuit or proceeding. An individual suing for retaliation may disclose the trade secret to the individual's attorney and use it in court if any filing containing the trade secret is made under seal and the trade secret is not disclosed except by court order.
This Agreement does not change Contributor's status under the parties' other agreements or applicable law, promise continued employment or work, or grant Contributor any license to Company intellectual property except as needed to perform authorized services. Company ownership of Work Product does not include Contributor's general knowledge, skills, or unassigned Excluded Inventions.
Governing law and forum. Minnesota law governs, without regard to conflict-of-law rules. Subject to any mandatory law or signed arbitration agreement, exclusive venue lies in state or federal courts serving Hennepin County, Minnesota, and each party consents to jurisdiction there. Assignment. Contributor may not assign this Agreement without Company consent. The Company may assign it with the business or Work Product to which it relates, including to a named portfolio venture or successor. Remedies. A breach may cause harm not adequately remedied by damages; a party may seek available equitable relief, subject to proof and applicable law.
Entire agreement; priority. This Agreement and its schedules are the complete agreement on Work Product ownership. If a signed statement of work expressly conflicts, this Agreement controls unless it specifically identifies the provision being changed. Amendment and waiver. Changes and waivers must be in a writing signed by the affected party. Severability. An unenforceable provision will be limited to the minimum extent necessary, and the rest remains effective. Survival. Sections concerning ownership, licenses, records, assurances, confidentiality, remedies, and general terms survive. Counterparts and electronic signatures. Counterparts and electronic signatures are effective as originals.
Only the legal entity identified as the Recipient Entity above receives the assignment. If Albee Holdings LLC is the Recipient Entity, it may later assign this Agreement and the related Work Product under Section 10. Naming a portfolio, product, or trade name without its legal entity name does not change the Recipient Entity.
Under Minnesota Statutes § 181.78, this Agreement does not apply to an invention for which no Company equipment, supplies, facility, or trade-secret information was used and that was developed entirely on the employee's own time, and that (1) does not relate directly to the Company's business or to its actual or demonstrably anticipated research or development, or (2) does not result from work performed by the employee for the Company. Any provision that purports to require assignment of such an invention is void and unenforceable to that extent. By signing, an employee acknowledges receiving this written notice when entering this Agreement.
Each signer states that the signer has read this Agreement, has authority to sign for the identified party, and agrees to be bound as of the Effective Date.
List all pre-existing or independently developed inventions, software, content, tools, templates, libraries, datasets, models, methods, or other materials that may relate to the engagement or may be incorporated into Work Product. Attach additional pages if needed. Do not list another person's confidential information.
☐ None. Contributor has no Excluded Inventions or Background Materials to disclose for this engagement.
List every approved third-party or open-source component. Include required notices or attach them. A blank schedule means no such materials are approved.
☐ None. No third-party or open-source materials are approved for inclusion.