**Work-for-Hire or Assignment Agreement**

**This Work-for-Hire or Assignment Agreement ("Agreement")** is entered into as of ___ [Date] ___, by and between **Midas Technologies LLC** (the “Company”), with its principal place of business at [Business Address], and ___ [Contractor/Employee Name] ___ (the “Contributor”).

### 1. **Scope of Agreement**
   - **Purpose**: This Agreement is intended to govern the ownership of all materials, intellectual property, and works created by the Contributor for the Company during the term of engagement.
   - **Relationship**: The Contributor’s relationship with the Company is one of [Employment/Independent Contractor], and nothing in this Agreement is intended to create an employer-employee relationship if the Contributor is engaged as an independent contractor.

### 2. **Work-for-Hire Provision**
   - **Work Made for Hire**: All work products, including but not limited to software code, designs, models, data analyses, algorithms, inventions, and any other deliverables (collectively, the “Work Product”), created by the Contributor within the scope of their engagement with the Company shall be considered “work made for hire” as defined under U.S. copyright law.
   - **Assignment of Rights**: If any part of the Work Product is found not to qualify as a “work made for hire,” the Contributor hereby irrevocably assigns to the Company all rights, title, and interest in and to the Work Product, including all copyrights, patents, trade secrets, and other proprietary rights.

### 3. **Intellectual Property Rights**
   - **Assignment of Inventions**: The Contributor agrees to promptly disclose to the Company any inventions, discoveries, or improvements developed in connection with their work for the Company. All such inventions and improvements shall be the exclusive property of the Company.
   - **Moral Rights Waiver**: To the extent permitted by law, the Contributor waives any moral rights in the Work Product, including the right to attribution and the right to prevent modifications.

### 4. **Confidentiality and Non-Disclosure**
   - **Confidential Information**: The Contributor agrees to keep confidential all proprietary information obtained during the course of their engagement, including but not limited to algorithms, trading strategies, client lists, and technical data.
   - **Non-Disclosure**: The Contributor shall not disclose or use any confidential information for personal gain or for the benefit of any third party, both during and after the term of engagement.

### 5. **Return of Materials**
   - Upon termination of the Contributor’s engagement, or upon request by the Company, the Contributor agrees to return all Company property and materials, including any copies of confidential or proprietary information.

### 6. **Representations and Warranties**
   - **Original Work**: The Contributor represents and warrants that all Work Product is original, does not infringe upon any third-party rights, and that the Contributor has the full authority to assign all rights in the Work Product to the Company.
   - **No Conflicting Agreements**: The Contributor represents that they are not subject to any conflicting agreements that would interfere with their ability to perform under this Agreement or assign rights to the Company.

### 7. **Indemnification**
   - The Contributor agrees to indemnify and hold the Company harmless from any claims, damages, or expenses arising out of any breach of the representations and warranties provided in this Agreement.

### 8. **No Additional Compensation**
   - Unless otherwise agreed upon in writing, the Contributor acknowledges that they will not receive any royalties, residuals, or other compensation related to the use of the Work Product beyond the compensation agreed upon for their services.

### 9. **Term and Termination**
   - **Term**: This Agreement shall remain in effect for the duration of the Contributor’s engagement with the Company.
   - **Survival**: The confidentiality and IP assignment provisions shall survive the termination of this Agreement and the Contributor’s engagement.

### 10. **Governing Law**
   - This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

### 11. **Entire Agreement**
   - This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or representations.

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**Signatures:**

**Contributor (Employee/Contractor):**  
___ [Contributor Name] ___  
Signature: ___________________________  
Date: ___

**Midas Technologies LLC:**  
By: ___ [Authorized Representative Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

