Intellectual property (independent contractor agreement) — computer software program writer’s agreemen

This is a full length software writer’s agreement. Common clauses can be added as appropriate (refer to the Development and Support – Basic Agreement).
Clause 2 could be elaborated in terms of performance specifications.
This agreement assigns intellectual property rights from sub-contractors of the software writer to maintain the requisite chain of title. Note the independent contractor clause or intellectual property employment clause.
A waiver of the moral rights imposed under the Copyright Act 1994 could be added (see clause 2 of the Intellectual Property - Employment Clause).
Relevant legislation
  • Contract and Commercial Law Act 2017, pt 2, sub-pt 1
  • Copyright Act 1994, Pt IV - moral rights.
 

Computer software program writer’s agreement

This agreement is made on [date] (Agreement).
 

1. PARTIES

A. [name of company] (Company)
B. [name of writer] (Writer)
 

2. BACKGROUND

2.1 The Writer has skill and expertise in writing computer software programs.
2.2 The Company wishes the Writer to write [program/programs] for the Company details of which are set out in the Schedules to this Agreement.
 
  1. BY THIS AGREEMENT
3.1 Definitions
(a) Completion Date means the date specified in Schedule 1 for completion of the Project.
(b) Facilities means office space, facilities and computer hardware and software and/or computer run time necessary for the performance of the Project.
(c) Hours of Work means the hours of work specified in Schedule 2 during which the Writer will be (or will make its Personnel available) to work on the Project.
(f) Personnel means the employees or sub-contractors of the Writer (if any) either named in Schedule 2 or otherwise appointed under cl 4(a).
(h) Project means the computer software writing project, details of which are set out in Schedule 1 to this Agreement.
(i) Schedule means a schedule to this Agreementer(j) Term of Contract means the period between the date of commencement of the Project and the Completion Date.
 
  1. The Project
The Writer agrees to perform the Project in accordance with the terms of this Agreement and to complete it fully by the Completion Date in such a form that it may be operated to its specifications under normal conditions of use.
 
  1. Contractual status
      2. 3.1 The Writer acknowledges that the Writer is an independent contractor and is not an employee, representative or agent of the Companyl.
      3.2 The Writer agrees to conduct the Writer’s activities as an independent business with separate tax liability and appropriate insurance.
       
  1. Personnel
      2. 4.1 Without the Company’s prior written consent no person can be engaged on the Project except the Personnel named in Schedule 2 (if any).
      4.2 The Personnel are accepted by the Company on the representation by the Writer that they have and will use the experience, skills and qualifications necessary to perform the Project.
       
  1. Supervision
      2. 5.1 Unless otherwise specified in the Schedules the Writer and the Personnel must work under the direction of the Company representative named in Schedule 1. If during the Term of Contract the Company’s representative is changed the Company agrees to notify the Writer promptly of the change.
       
  1. Hours of work
      2. 6.1 The Writer agrees to give the Company one day’s written notice of any variations to the Hours of Work that are beyond the Writer’s reasonable control.
      6.2 If the Company requires the Writer to work different hours than the Hours of Work specified in Schedule 2 the Company agrees to give the Writer written notice specifying the new Hours of Work.
      6.3 If the new Hours of Work specified are unacceptable to the Writer, the Writer may terminate this Agreement in accordance with cl [termination clause]. If the Writer accepts the new Hours of Work specified by the Company, the Company agrees to make payment for the hours worked at the hourly rate specified in Schedule 2.
      6.4 The Company is not obliged to make payment if the variation in Hours of Work is due to the Writer’s failure to perform the Project or if this Agreement is terminated.
       
  1. Removal of personnel
      2. 7.1 The Company may require Personnel to be removed from its premises, the Project, or both if such Personnel:
      (a) consistently refuse to follow the Company's reasonable instructions;
      (b) violate the Company's personnel regulations;
      (c) has or have a real and operative conflict of interest
      (d) has ot have a real and operative, or more likely than not to, breach confidentiality;
      (e) fail to meet the Company's reasonable security requirements; or
      (e) perform below acceptable standards or in a manner the Company reasonably deems unsatisfactory.
      7.2 Any notice for removal must be given to the Writer rather than directly to Personnel, except when immediate removal is necessary for the security and safety of the Company's employees or property.
      7.3 Upon removal of any Personnel, the Writer must promptly provide qualified replacements.
       
  1. Security clearance
      2. 8.1 The Writer recognises the Company's right on security grounds to limit access of the Personnel to the Company's or any third party client's premises. Accordingly, if the Company so requires, the Writer agrees to use its best endeavours to comply with procedures necessary to obtain security clearance for the Personnel.
      8.2 The Company recognises that failure of Personnel to pass security clearance could affect the Writer's ability to complete the Project, provide its normal standards of service and to meet all its obligations during the time required to obtain a suitable replacement, and agrees to adjust those standards and obligations appropriately on condition that such period of time is reasonable having regard to all the circumstances.
 
  1. Payment
      2. 9.1 Payment for performance of the Project is due in accordance with the terms, the hourly rates of charges and cost limitation set out in Schedule 2. The Company is not liable to pay travel expenses, wages, salaries, holiday allowances, holiday pay, redundancy, long service allowances, Accident Compensation, tax or other levies or other employment related benefits.
      9.2 All payments due to the Writer must be made by the Company within 30 days of receipt from the Writer of a complete and correct invoice and otherwise in accordance with Schedule 2.
       
  1. Progress reporting
The Writer agrees to provide written reports to the Company at not greater than monthly intervals specifying the status of the Project, its degree of completion, the activities performed during the preceding monthly period, any problems encountered which may adversely affect the completion of the Project, and reporting on any other matters specifically requested and agreed by both Parties in writing.
 
  1. Facilities
      2. 11.1 Unless otherwise stated in Schedule 1, the Company agrees to provide the Facilities for the Contractor’s personnel assigned to this Agreement at the location where the Project is to be performed.
      11.2 The standard of the Facilities must be the same as for the Company’s personnel who are performing similar work or otherwise must be suitable for the pur]ose of performing the Project. The Personnel will have use of the Facilities for the Term of Contract and without the Writer’s prior agreement may not be removed from the Facilities other than upon termination of this Agreement or on the grounds of security, safety or for the Company’s other reasonable requirements.
       
  1. Access to equipment
12.1 The Company agrees to provide the Writer with access to the Company’s equipment for the purpose of meeting the Writer’s obligations under this Agreement. Failure of the Company to provide such access may relieve the Writer of the Writer’s obligation to complete the Project within the Term of Contract. Further details are set out in Schedule 1.
 
  1. Standard of performance
13.1 The Writer agrees to ensure that all work on the Project performed under this Agreement is carried out in a professional manner and at least to a level of reasonable skill and care. The Personnel (when on the Company’s premises and working with the Company’s personnel) must conduct themselves in accordance with the Company’s reasonable requirements for the conduct of its own personnel and the Writer agrees to procure that such requirements are fulfilled.
 
  1. Recruitment
      2. 14.1 While this Agreement is in effect and for a period of 6 months following the expiration or termination of this Agreement the Company and the Contractor agree that neither of them will offer employment or remuneration to the other party’s personnel.
      14.2 The cost of recruitment of personnel by either party to enable it to fulfil its obligations under this Agreement is to be borne by the employing party. Failure to recruit and employ personnel to carry out the Project does not relieve either party of its obligations under this Agreement.
       
  1. Ownership of Intellectual Property
      2. 15.1 The Writer assigns to the Company as its exclusive property:
      (a) the worldwide ownership and of copyright for all purposes in all works produced during the Project including flow charts, algorithms, work product, source and object code, documents, drawings, specifications, trade names and marks and knowhow; and
      (b) the worldwide ownership of all designs, techniques, inventions, improvements and innovations, whether or not patentable;
      (c) which, in each case, have been produced by the Writer or the Personnel pursuant to this Agreement, whether or not during the Hours of Work or using the Facilities (Intellectual Property).
       
  1. Disclosure
      2. 16.1 The Writer agrees to disclose the Company (and ensure that the Personnel disclose) full particulars of the Intellectual Property.
       
  1. Enforcement of the company’s intellectual property rights
      2. 17.1 The Writer agrees to:
      (a) sign (and to ensure that the Personnel sign) any document considered reasonably necessary by the Company to convey or perfect the Company’s ownership of the Intellectual Property; and
      (b) cooperate fully and as the Company may require in obtaining, defending or enforcing the Intellectual Property at the Company’s expense.
  1. Confidentiality
18.1 The Writer, at all times agrees to keep secret and strictly confidential all information relating to the Project and the Intellectual Property.
 
  1. The Writer’s Personnel
      2. 19.1 As a condition to the making of any payment by the Company to the Writer under this Agreement the Writer must first obtain:
      (a) the written consent of the Company to the use by the Writer of the Personnel (such consent not to be unreasonably withheld); and
      (b) the signature by such Personnel of the Intellectual Property assignment attached as Schedule 3.
       
  1. Source code
      2. 20.1 From time to time at the Company’s request the Writer agrees to provide documentation relating to the intellectual property rights and the Project including source code (including all updates and upgrades) with full explanations and supporting documentation.
       
  1. Survival on termination
      2. 21.1 Clause 15 survives termination of this Agreement.
       
  1. Indemnity
      2. 22.1 The Writer warrants that the Writer is not aware of any patent, trade mark, copyright, registered design or other intellectual property rights held by third parties which may be infringed by the performance by the Writer or the Personnel of their duties under this Agreement.
      22.2 If there are any such rights or alleged rights the Writer agrees to indemnify the Company against all liabilities for costs, damages, obligations and claims arising from such breach by the Writer or the Personnel of those rights or alleged rights and, at the Company’s option, reperform the Writer’s services under this Agreement to correct the breach free of charge to the Company.
      • The Writer agrees to indemnify the Company against:
        • any claims, giving rise to liability, damages and costs (including loss of profits and destruction or damage to a computer program or data) under this Agreement including but not limited to any claims arising from the Writer’s performance of the Project; and
        • any obligation of the Company arising from the Writer’s breach of cl 3(b).
      • Clauses 16(a) and 16(b) survive termination of this Agreement.
[Add the appropriate common clauses from Precedent 15.1.]
 
Executed as an agreement on [date].
Signed for and on behalf of [name of Company] by its duly authorised representative in the presence of:
Signature
__________________________________
Witness signature
[First] director of the Company
Print name
Date
Signed for and on behalf of [name of Writer] by its duly authorised representative in the presence of:
Signature
____________________________________
Witness signature
Date
Print name
Date

Terms of reference

  1. Completion date (cl 2)
      2. 1.1 The Project must be completed by: [date]
 
  1. The company’s representative (cl 5)
      2. 2.2 The Company’s representative is: [name]
 
  1. The project (cl 2)
      2. 3.1 The Project consists of stages. These stages and details are:
      (a) [details]
      (b)
      (c)
       
At the completion of each stage, approval in writing is to be obtained from the Company’s representative before the next stage can begin.

Stage 1
Stage 2
Safety
Project Proposal
2
Activity
Stage of project
Due date
Last reviewed
Responsible party
Status
Project Proposal
Stage 1
Feb 4, 2025
Data Privacy
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
Financial
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
Healthcare
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
Quality
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
Safety
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
No description
Activity
Status
Due date
Responsible party
Last reviewed
Stage of project
  • Facilities (cl 11)
  • Progress reports (cl 10)
  • Access to equipment (cl 12)
  • Personnel and payment
Point of contact
  1. The point of contact with the Writer during normal working hours is:
    Name: [name]
      2. Personnel (cl 4(a))
      Phone: [number]
      Hours of work (cl 6)
  1. The hours of work are: [hours]
Hourly rate (cl 9(a))
  1. The hourly rates of charge for this Agreement (exclusive of GST) are NZ$[amount] per hour with a maximum of [number] hours to be worked.
      2. Cost limitation (cl 9(a))
  1. No work is to proceed without written authority from the Company’s representative if the accumulated cost of the Project exceeds NZ$[amount]
      2. Terms of payment (cl 9(b))

DEED OF ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS dated [date]

PARTIES
[Writer’s personnel] (Assignor)
 
[Writer] (Assignee)
 
BACKGROUND
  1. The Assignee has been engaged to perform certain software writing tasks (Project) pursuant to a Computer Software Program Writer’s Agreement with [name of company] (Company) dated [date] (Agreement).
    1. The Agreement requires the Assignee to obtain this assignment of intellectual property rights as a condition to the contracting of the Assignor to work on the Project.
      THIS DEED RECORDS
      1. For the sum of $1.00 (the receipt of which is acknowledged), the Assignor assigns to the Assignee (as trustee for the Company’s rights under the Agreement):
          2. 3.1 the worldwide ownership of copyright for all purposes in all works produced during the Project including flowcharts, algorithms, work product, source and object code, documents, drawings and specifications and other material, including trade names and knowhow; and
          3.2 the worldwide ownership of all designs, techniques, inventions, improvements and innovations, whether or not patentable;
          which in each case, have been produced by the Assignor in respect of the Project (Intellectual Property).
           
      1. The obligations of the Assignor under this agreement are benefits enforceable by the Company or any subsidiary or associated company pursuant to Contract and Commercial Law Act 2017, pt 2, sub-pt 1.