We are about to take a job developing an app for a client, and are concerned with the wording in their work contract.
To us, it seems that by signing this, we grant the client all the rights to our previous works, and any kind of unique feature that we come up with (example if we had come up with the hamburger menu on iPhone apps), then the company would own the rights and we would have never been able to use it in another app.
Are we wrong? Is this pretty standard?
(B) Background Technology. Contractor will disclose any Background Technology that Contractor proposes to use or incorporate in connection with performance of its Services to Company. If Contractor discloses no Background Technology, Contractor warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto.
(C) License to Background Technology. Contractor hereby automatically grants to Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
(D) Ownership of Work Product and Intellectual Property. Contractor agrees that the Work Product is work made for hire. If any Work Product does not qualify as work made for hire, Contractor agrees that, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be and is assigned to Company. Except as set forth below, Contractor retains no rights to use, and agrees not to challenge the validity of Company’s ownership in, such Intellectual Property Rights. Contractor hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
(E) License to or Waiver of Other Rights. If Contractor has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Company by Contractor, Contractor hereby automatically unconditionally and irrevocably grants to Company during the term of such rights, an exclusive, even as to Contractor, irrevocable, perpetual, worldwide, fully paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Contractor has any rights to such Work Product that cannot be assigned or licensed, Contractor hereby automatically unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights, and agrees, at Company’s request and expense, to consent to and join in any action to enforce such rights.