Nondisclosure & Copyright Assignment worksheet ASSIGNMENT 2 INSTRUCTIONS For your second assignment, you will be completing a Nondisclosure and Copyright Assignment Worksheet and the associated Agreements. These agreements could be for a business you own or work at, or one you hope to create. To begin, you'll complete the Non-disclosure and Copyright Assignment Worksheet sections. The objective of the Non-disclosure portion of the worksheet is to begin to plan for how to protect your business in regard to the individuals that will have access to your business’ proprietary information as a result of working for (or with) you. Use the first part of the planning worksheet to make that determination and to brainstorm about the information that should be protected. You’ll list your business name, the data and secrets that you want to protect, and identify who you should have sign the NDA (employees, clients, potential clients, vendors or anyone else). You will also need to identify whether the contract will be unilateral or mutual, the relationship between the two parties and the governing law (which state). You will next need to complete the Nondisclosure Agreement following the worksheet portion of this document. You will add the information from the Non-Disclosure portion of the Nondisclosure and Copyright Assignment Worksheet to the Non-Disclosure form for one of the people/parties listed (by filling in the yellow highlighted areas). As an entrepreneur, you’ll also likely be involved in completing and signing Copyright Assignment Agreements both as the Assignor and as the Assignee. You’ll use the second, or Copyright Assignment portion of the worksheet to determine who you might enter into a Copyright arrangement with and the copyrights involved. After filling in the second section of the worksheet, you’ll complete the Copyright Assignment Agreement (as an Assignor or Assignee), again following the worksheet portion of this template by filling out the yellow highlighted areas. You will submit your completed Assignment 2 Nondisclosure and Copyright Assignment Worksheet/Agreements by Sunday midnight of Week 7. They should be uploaded to Blackboard. Please reach out to your professor with any questions. Good luck. Your NAME/BUSINESS NAME PUT YOUR NAME HERE: PUT BUSINESS NAME HERE: Part 1. Nondisclosure Worksheet 1. What information/secrets do you want to protect (list): Who Should Sign: 1. Employees (list): 2. Clients (list): 3. Vendors/Consultants/Contractors (list): 4. Potential Clients (list): 5. Anyone else (list): 6. Will the disclosure be unilateral or mutual (see contract) 7. What is the relationship between the two parties? 8. What is the governing law (state): Part 2. Copyright Assignment Worksheet · Who might you enter into a copyright assignment agreement with As the Assignor (list 3): · Who might you enter into a copyright assignment agreement with As the Assignee (list 3): Title of Works for ea.

1. Nondisclosure & Copyright Assignment
worksheet
ASSIGNMENT 2 INSTRUCTIONS
For your second assignment, you will be completing a
Nondisclosure and Copyright Assignment Worksheet and the
associated Agreements. These agreements could be for a
business you own or work at, or one you hope to create. To
begin, you'll complete the Non-disclosure and Copyright
Assignment Worksheet sections. The objective of the Non-
disclosure portion of the worksheet is to begin to plan for how
to protect your business in regard to the individuals that will
have access to your business’ proprietary information as a result
of working for (or with) you. Use the first part of the planning
worksheet to make that determination and to brainstorm about
the information that should be protected.
You’ll list your business name, the data and secrets that you
want to protect, and identify who you should have sign the NDA
(employees, clients, potential clients, vendors or anyone else).
You will also need to identify whether the contract will be
unilateral or mutual, the relationship between the two parties
and the governing law (which state). You will next need to
complete the Nondisclosure Agreement following the worksheet
portion of this document. You will add the information from the
Non-Disclosure portion of the Nondisclosure and Copyright
Assignment Worksheet to the Non-Disclosure form for one of
the people/parties listed (by filling in the yellow highlighted
areas).
As an entrepreneur, you’ll also likely be involved in completing
and signing Copyright Assignment Agreements both as the
Assignor and as the Assignee. You’ll use the second, or
Copyright Assignment portion of the worksheet to determine
who you might enter into a Copyright arrangement with and the

2. copyrights involved.
After filling in the second section of the worksheet, you’ll
complete the Copyright Assignment Agreement (as an Assignor
or Assignee), again following the worksheet portion of this
template by filling out the yellow highlighted areas.
You will submit your completed Assignment 2 Nondisclosure
and Copyright Assignment Worksheet/Agreements by Sunday
midnight of Week 7. They should be uploaded to Blackboard.
Please reach out to your professor with any questions. Good
luck.
Your NAME/BUSINESS NAME
PUT YOUR NAME HERE:
PUT BUSINESS NAME HERE:
Part 1. Nondisclosure Worksheet
1. What information/secrets do you want to protect (list):
Who Should Sign:
1. Employees (list):
2. Clients (list):
3. Vendors/Consultants/Contractors (list):
4. Potential Clients (list):
5. Anyone else (list):

3. 6. Will the disclosure be unilateral or mutual (see contract)
7. What is the relationship between the two parties?
8. What is the governing law (state):
Part 2. Copyright Assignment Worksheet
· Who might you enter into a copyright assignment agreement
with As the Assignor (list 3):
· Who might you enter into a copyright assignment agreement
with As the Assignee (list 3):
Title of Works for each
Part 3. AGREEMENTS
Lastly, complete the Nondisclosure Agreement and Copyright
Assignment Agreement following this Worksheet based on the
information you entered above. Complete all of the yellow
highlighted areas.
Submit the completed Worksheet template/agreements by
Sunday midnight of Week 7.

4. NON-DISCLOSURE AGREEMENT (NDA)
I. THE PARTIES. This Non-Disclosure Agreement, hereinafter
known as the “Agreement”, created on the ___ day of
_________________________, 20___ is by and between
_________________________, hereinafter known as “1st
Party”, and _________________________, hereinafter known as
“2nd Party”, and collectively known as the “Parties”.
WHEREAS, this Agreement is created for the purpose of
preventing the unauthorized disclosure of the confidential and
proprietary information. The Parties agree as follows:
II. TYPE OF AGREEMENT. Check One (1)

5. ☐ - Unilateral – This Agreement shall be Unilateral, whereas,
1st Party shall have sole ownership of the Confidential
Information with 2nd Party being prohibited from disclosing
confidential and proprietary information that is to be released
by the 1st Party.
☐ - Mutual – This Agreement shall be Mutual, whereas, the
Parties shall be prohibited from disclosing confidential and
proprietary information that is to be shared between one
another.
III. RELATIONSHIP. The Party A’s relationship to Party B can
be described as _________________________ and Party B’s
relationship to Party A can be described as
_________________________.
IV. DEFINITION. For the purposes of this Agreement, the term
“Confidential Information” shall include, but not be limited to,
documents, records, information and data (whether verbal,
electronic or written), drawings, models, apparatus, sketches,
designs, schedules, product plans, marketing plans, technical
procedures, manufacturing processes, analyses, compilations,
studies, software, prototypes, samples, formulas,
methodologies, formulations, product developments, patent
applications, know-how, experimental results, specifications
and other business information, relating to the Party’s business,
assets, operations or contracts, furnished to the other Party
and/or the other Party’s affiliates, employees, officers, owners,
agents, consultants or representatives, in the course of their
work contemplated in this Agreement, regardless of whether
such Confidential Information has been expressly designated as
confidential or proprietary. Confidential Information also
includes any and all, work products, studies and other material
prepared by or in the possession or control of the other Party,
which contain, include, refer to or otherwise reflect or are
generated from any Confidential Information.

6. However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior
to signing this Agreement; and
(d) information independently developed without the use of any
of the provided Confidential Information.
V. OBLIGATIONS. The obligations of the Parties shall be to
hold and maintain the Confidential Information in the strictest
of confidence at all times and to their agents, employees,
representatives, affiliates, and any other individual or entity
that is on a “need to know” basis. If any such Confidential
Information shall reach a third (3rd) party, or become public, all
liability will be on the Party that is responsible. Neither Party
shall, without the written approval of the other Party, publish,
copy, or use the Confidential Information for their sole benefit.
If requested, either Party shall be bound to return any and all
materials to the Requesting Party within ____ days.
This Section shall not apply to the 1st Party if this Agreement is
Unilateral as marked in Section II.
VI. TIME PERIOD. The bounded Party’s(ies’) duty to hold the
Confidential Information in confidence shall remain in effect
until such information no longer qualifies as a trade secret or
written notice is given releasing such Party from this
Agreement.
VII. INTEGRATION. This Agreement expresses the complete
understanding of the Parties with respect to the subject matter

7. and supersedes all prior proposals, agreements, representations,
and understandings. This Agreement may not be amended
except in writing with the acknowledgment of the Parties.
VIII. SEVERABILITY. If a court finds that any provision of
this Agreement is invalid or unenforceable, the remainder of
this Agreement shall be interpreted so as best to affect the
intent of the Parties.
IX. ENFORCEMENT. The Parties acknowledge and agree that
due to the unique and sensitive nature of the Confidential
Information, any breach of this Agreement would cause
irreparable harm for which damages and/or equitable relief may
be sought. The harmed Party in this Agreement shall be entitled
to all remedies available at law.
X. GOVERNING LAW. This Agreement shall be governed
under the laws in the State of _________________________.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date written below.
1st Party’s Signature ______________________________ Date
_________________
Print Name ______________________________
2nd Party’s Signature ______________________________ Date
_________________
Print Name ______________________________

8. COPYRIGHT ASSIGNMENT
WHEREAS, [INSERT AUTHOR-ASSIGNOR NAME, ENTITY
TYPE, and ADDRESS] (hereinafter termed AUTHOR), and has
created original works of authorship fixed in a tangible medium
of expression (hereinafter termed WORKS), namely the
following materials:
[INSERT TITLE OF WORKS]
WHEREAS, [INSERT ASSIGNEE NAME, ENTITY TYPE,
AND ADDRESS] (hereinafter termed ASSIGNEE), is desirous
of acquiring the entire right, title, and interest in and to said
WORKS and in and to any copyrights thereon arising and/or
granted in the United States and foreign countries;
NOW, THEREFORE, for other goods and valuable
consideration received by said AUTHOR from said ASSIGNEE,
the receipt and sufficiency of which is hereby acknowledged by
said AUTHOR,
1. AUTHOR does hereby sell, assign, transfer, and convey unto
ASSIGNEE, the entire right, title, and interest in and to said
WORKS and in and to any and all copyrights on said WORKS
that may arise and/or may be granted in the United States and
any foreign country, and including each and every derivative
WORK arising from said WORKS.
2. AUTHOR does hereby covenant and agree to cooperate with
ASSIGNEE whereby ASSIGNEE may enjoy to the fullest extent
the right, title, and interest herein conveyed. Such cooperation
shall include:
a) prompt execution of all papers (prepared at the expense of
ASSIGNEE) which are deemed necessary or desirable by
ASSIGNEE to perfect in it the right, title, and interest herein

9. conveyed;
b) prompt execution of all petitions, oaths, specifications,
declarations, or other papers (prepared at the expense of
ASSIGNEE) which are deemed necessary or desirable by
ASSIGNEE for obtaining copyright registration in the United
States and/or foreign countries covering said WORKS or works
derived from said WORKS; and
c) prompt assistance and cooperation in the prosecution of legal
proceedings involving said WORKS or derivative works
therefrom, said registrations granted thereon, including
proceedings before any Copyright Office of the United States or
any foreign country, and court actions, provided, however, that
the expense which may be incurred by said AUTHOR in lending
such assistance and cooperation be paid by ASSIGNEE.
3. The terms, covenants, and provisions of this assignment shall
inure to the benefit of ASSIGNEE, its successors, assigns,
and/or other legal representatives, and shall be binding upon
said AUTHOR, his respective heirs, legal representatives, and
assigns.
4. AUTHOR warrants and represents that he has not entered into
any assignment, contract, or understanding in conflict herewith.
5. This instrument contains the entire and only agreement
between the parties and supersedes all pre-existing agreements
between them respecting its subject matter. Any representation,
promise, or condition in connection with said subject matter
that is not incorporated in this agreement shall not be binding
upon either party. No modification, renewal, extension, and/or
waiver of this agreement or any of its provisions shall be
binding upon the party against whom enforcement of such
modification, renewal, extension, or waiver is sought, unless
made in writing and signed on behalf of such party by one in

10. authority to do so.
IN WITNESS WHEREOF, the AUTHOR has executed and
delivered this instrument this day of [INSERT MONTH,
YEAR].
[INSERT AUTHOR NAME]
By: ___________________________
Name: ___________________________
Title: ___________________________
T:08-21567COPYRIGHT ASSIGNMENT TEMPLATE.DOC
STATE OF ____ )
) ss.
COUNTY OF ______ )
On __________________, 2020, before me, ,
the undersigned, a Notary Public in and for said State,
personally appeared
, personally known to me or proved to me on the basis of
satisfactory evidence to be the person(s) whose name is/are
subscribed to the within instrument and acknowledged that
he/she/they executed the same.
WITNESS my hand and official seal.
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