Page 268 - Washington Nonprofit Handbook 2018 Edition

anyone that the nonprofit corporation does not provide employee benefits to or
pay social security taxes for. Thus, “volunteers” or “interns” who spend time at the
nonprofit corporation on a regular basis will probably fall within this category, and
will be considered independent contractors and should sign intellectual property
assignments.

It is best to have a custom intellectual property agreement created for each
specific situation, but often a nonprofit corporation does not have the time or
money to have one drafted. There are three types of common intellectual
agreements that are applicable to nonprofits:

• The independent contractor letter agreement is for a situation when a
nonprofit corporation hires an independent contractor to perform
some services (such as creating a brochure or logo). It includes
language that transfers the intellectual property created to the
nonprofit corporation and also includes a confidentiality provision so

that the independent contractor has an obligation to protect the
nonprofit corporation’s trade secrets. Independent contractor
agreements can of course be much more complicated and contain
many other provisions; this is just a very simple template.

• The intellectual property and confidentiality agreement is a document
that could be signed by all new employees as a condition of being
hired. By signing the agreement, the new employee expressly assigns
all intellectual property to the nonprofit corporation and agrees to
protect the nonprofit corporation’s trade secrets (as noted above, in
order to bring a trade secret misappropriation case a nonprofit
corporation will need to show that it took reasonable efforts (such as

entering into these types of agreements) to protect its trade secrets).
If a nonprofit corporation would also like existing employees to sign an
agreement like this, it should carefully discuss the situation with an
attorney. The nonprofit corporation may have to take additional steps
to better insure that the agreement can be enforced against existing
employees. A sample intellectual property and confidentiality
agreement is available at https://wayfindlegal.org/tools/legal/.

The sample intellectual property and confidentiality agreement can
also be signed by independent contractors who have not signed an
independent contractor agreement. Note that the sample intellectual
property and confidentiality agreement does not have a description of

WASHINGTON NONPROFIT HANDBOOK -257- 2018