ASSIGNMENT OF CONTRIBUTORS RIGHTS:
This Assigment of Contributor’s Rights (the “Agreement”) is made and effective on the date subscribed above,
BETWEEN: You the Artist (the “Contributor”), an Artist living in Australia or other foreign country
AND: Wingman Games Pty Ltd (the “Owner”), a corporation organized and existing under the laws of the State of Victoria, Australia, with its head office located at: Melbourne and Ballarat, Victoria. Australia.
a. The Owner has developed a certain Computer and Console Game commonly know and described as POLICE 1013.
b. Contributor is an independent artist of Owner and as such contributed or will be contributing certain items to the development of POLICE 1013 which contribution consisted of or will consist of 3d models, Unreal 4 BluePrints, Coding, Animations, Artwork, Programming or other such artistic work.
c. It is the intent and desire of the parties that the Owner shall be the exclusive owner of the Contributors Artistic Work and all proprietary rights contained therein, including but not limited to all patents, copyrights and other intellectual property.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Contributor hereby makes the following assignment to the Owner:
1. The Contributor hereby unconditionally and irrevocably assigns all right, title and interest in and to the Contributors Artistic Work and all components thereof, including but not limited to any and all elements thereof that were the work product or creation of the Contributor, together with all of the exclusive rights of a copyright owner under the Australian Copyright Act, the right to publish, reproduce, publicly perform, display, license, create derivative works based upon, translate, create new versions and releases, make enhancements, further develop, post online and otherwise exploit such Contributors Artistic Work .
2. The Contributor acknowledges and agrees that all intellectual property rights arising from Contributor’s contribution to the Artistic Work, including but not limited to Copyrights, patents, inventions, patent rights, confidential information, work, know-how, technologies, techniques, graphics, logos, designs, trade secrets, worldwide intellectual property rights, processes, data, and all other contributions shall be considered the proprietary property of the Owner and all of such rights are hereby assigned to the Owner.
3. The Contributor further agrees to execute any further documents and take such further actions that are requested by the Owner to confirm and perfect the Owner’s ownership of the Contributors Artistic Work and any and all contributions thereto that were or may have been made by the Contributor.
4. The Contributor represents and warrants that no subcontractors were utilized for any component of the Contributor’s contribution and that all work was performed by true, lawful, Bona fide employees of the Contributor, as defined in the Australian Copyright Act.
5. Contributor represents and warrants that no pre-existing works or rights were integrated into the contributions of the Contributor to the Artistic Work and that the Contributor was the original creator of such work and contributions and that such work and contributions will not infringe upon the proprietary rights of any other party. To the extent that there nevertheless are pre-existing works integrated into the Artistic Work, Owner is hereby granted a perpetual, royalty free, unconditional, nonexclusive, worldwide license to distribute, use, exploit, publish, sell, license, display, publicly perform, copy, and prepare derivative works based upon such pre-existing work.
6. Contributor acknowledges that by being accepted as an Official Development Branch member, he/she is entitled to the following at the discretion of the Owner:
a) The opportunity of full or part time employment into the outsourcing Dev team (At the discretion of the Owner), this could involve one off payments for work completed or ongoing work for those specifically selected.
b) A fully named Credit in the Full games official credits as a “Contributing Artist” or other such credit as discussed with the Owner.
c) A badge to display you as an “Official Community Development Branch member” on the Official Police 1013 Community Forum.
d) A Chance to win exclusive Prizes such as “Software, Computer hardware, games or special discounts” selected by the Owner.
e) A Chance to win a spot in the Official Police 1013 Developers Alpha/Beta testing program, before released to the public.
f) A Chance to win a spot in the Official Police 1013 Developers Online gaming community clan – Full multiplayer online clan group.
g) Credits in the game to add to your personal CV, this will include a reference from the Creative Director of Police 1013 for future employers.
h) A certificate stating you are an official member of the Community Development Branch for Police 1013 to stick on your wall.
7. This Assignment shall be governed by the laws of the state of Victoria/Australia and shall be binding upon the successors and assigns of the Contributor.
The parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
NON DISCLOSURE AGREEMENT:
This Non-Disclosure Agreement (the “Agreement”) is made and effective on the date submitted above,
BETWEEN: Wingman Games Pty Ltd (the “Disclosing Party”), a corporation organized and existing under the laws of the State of Victoria Australia, with its head office located at: Melbourne and Ballarat Victoria Australia.
AND: You the Contributing Artist (the “Receiving Party”),
WHEREAS, Receiving Party has been or will be engaged in the performance of work on POLICE 1013; and in connection therewith will be given access to certain confidential and proprietary information; and
WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated.
NOW, THEREFORE, it is agreed as follows:
1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about the Disclosing Party’s (or it’s suppliers’) business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include:
A. Information that is currently in the public domain or that enters the public domain after the signing of this Agreement.
B. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation.
C. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party.
D. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party.
Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.
The term of this Agreement is in perpetuity from the date of execution by the Receiving Party.
The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party.
Nothing contained in this Agreement or in any Confidential Information constitutes any express or implied warranty of any kind. All representations or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed. Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a legally binding or enforceable Agreement or offer to enter into any business relationship.
5. NO LICENSE GRANTED
Neither Party grants to the other any license, by implication or otherwise, to use any Confidential Information except as expressly provided in this Agreement.
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.
7. UNAUTHORIZED USE
Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use or disclosure of Proprietary Information by any Receiving Party Personnel or former Receiving Party Personnel.
8. INJUNCTIVE RELIEF
Receiving Party acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause Disclosing Party irreparable damage, and that Disclosing Party shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
10. PRIOR UNDERSTANDINGS
This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
12. COMPLIANCE WITH LAW
The Receiving Party agrees to abide by all federal, state, and local laws, ordinances and regulations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.