Windward Navigator · Contracts
Engage a developer, designer, consultant, or other contractor on clear terms — scope, fees, confidentiality, and an assignment of the work product to your company — with the independent-contractor status language Texas and federal agencies look for.
Generates an engagement agreement for a developer, designer, consultant, or other contractor: scope and deliverables (Exhibit A), fees and invoicing, independent-contractor status, confidentiality with the federal Defend Trade Secrets Act notice, an assignment of the work product to your company (or a broad license), warranties, indemnity, a liability cap, and clean termination mechanics.
You are paying someone who is not an employee to build or do something for the company, and you want to own what they make.
The person is really an employee (set hours, your tools, your direction, indefinite duration) — misclassification is expensive in Texas and under federal law. Or the contractor is licensing a pre-built product to you, which calls for a license agreement.
Both parties' details, a clear description of the work and deliverables, how and when the contractor is paid, and decisions on IP ownership, insurance, and a liability cap.
Under copyright law, yes, unless there is a written assignment or a valid work-made-for-hire arrangement. That is why this agreement assigns the work product to the company on creation and includes a license to any pre-existing tools the contractor brings in.
This form deliberately does not. Texas enforces non-competes only when they are ancillary to an otherwise enforceable agreement and reasonable in time, area, and scope, and courts scrutinize them for contractors. If you need one, have it drafted for the specific situation.
A federal notice (18 U.S.C. § 1833(b)) that must appear in agreements with individuals that govern trade secrets. Without it, a company loses access to exemplary damages and attorneys' fees under the federal statute in a case against that individual.
Windward Navigator documents and guides are general information and general forms for Texas businesses, not legal advice about your company, and no attorney reviews your answers unless you engage the firm. Using Navigator does not create an attorney–client relationship. Attorney advertising.
