Full Legal Agreement

RIGHTS ASSIGNMENT AGREEMENT

This Rights Assignment Agreement (this "Agreement”) is entered into by the nonprofit taking this course, and 48in48 Inc. , a Georgia not-for-profit corporation ("Developer"), effective as of the submission date of this form.

BACKGROUND

Non-Profit wishes to engage Developer to provide website development services on a no-charge basis to Non-Profit in connection with Developer’s “48 in 48 ” weekend design/development program (the "Services"), under the terms and conditions set forth below. Developer wishes to provide the Services to Non-Profit. Non-Profit and Developer wish to provide for the assignment to Non-Profit of all right, title and interest in and to all code, creative works, content and other work product developed or produced by or for Developer in connection with Developer's performance of Services for Non-Profit, recognizing that individual volunteer developers have assigned such rights to Developer.

The parties agree as follows:

1. Services

1.1. Services . Developer and its assignors shall provide Services during the course of and in connection with the “48 in 48 ” weekend program to develop websites for local non-profits.

1.2. Benefit to Developer . Developer shall not be paid for performance of the Services but will receive community recognition and other goodwill that Developer agrees and acknowledges is good and valuable consideration for entering into this Agreement.

2. Proprietary Rights.

All copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, content, strategy, concepts, techniques, inventions, processes, or works of authorship (including without limitation source code for computer software) developed or created by or for Developer during the course of performing work for Non-Profit (collectively, the "Work Product") shall belong exclusively to Non-Profit and will, to the extent possible, be considered a work made for hire for Non-Profit within the meaning of Title 17 of the United States Code (the Copyright Act). To the extent that the Work Product may not be considered work made by Developer for hire for Non-Profit, Developer agrees to assign, and automatically assigns at the time of creation of the Work Product, without any requirement of further consideration, any right, title or interest that Developer may have in or to the Work Product. At the reasonable request of Non-Profit, Developer will take all further actions, including execution and delivery of instruments of assignment and conveyance, as may be necessary or appropriate to give full effect to the assignments provided for under this paragraph. Developer agrees Non-Profit shall retain all right, title, and interest in said Work Product and shall maintain the exclusive right to control the use or non-use of the Work Product. Developer warrants that Developer shall not knowingly infringe on the copyright or trade secrets of any third party in performing the services of this Agreement.

3. Pre-existing Materials

Developer shallnot incorporate or embed in any Work Product any pre-existing materials in which Developer or its assignors claims any right, title or interest ("Pre-existing Materials"). If Developer or its assignors does incorporate or embed any Pre-existing Materials in the Work Product, Developer grants Non-Profit an irrevocable, perpetual, world-wide, fully- paid, non-exclusive and unrestricted right and license to use, copy, distribute, display, perform, execute, and prepare derivative works of, those Pre-existing Materials, and to incorporate those Pre-Existing Materials and derivatives thereof in other products of Non-Profit and derivatives thereof.

4. No Power to Act on Behalf of Non-Profit

Developer shall have no right, power or authority to create any obligation express or implied, or make representation on behalf of Non-Profit except as Developer may be expressly authorized in advance in writing from time to time by Non-Profit (in Non- Profit's sole discretion) and then only to the extent of such authorization.

5. Binding Agreement

This Agreement is and shall be binding upon the parties and each of their respective affiliates, and upon their respective heirs, successors, representatives and assigns This Agreement is the only agreement between the Parties, and there is no other collateral agreement (oral or written) between the parties in any manner relating to the subject matter of this Agreement. Each of the parties hereto represents and warrants that it has the full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either party has agreed, or was a party, or may be bound.

6. Governing Law

The validity, performance, construction and effect of this Agreement will be governed by the laws of the State of Georgia, regardless to its provisions with respect to conflicts of laws.

7. Term

This Agreement will remain in full force and effect for as long as Developer continues to provide services to Non-Profit. The provisions of Sections 2 through 7 will survive termination indefinitely.

8. Headings

The headings used in this Agreement are for ease of reference only and are not to be considered as parts, provisions, or interpretations of this Agreement.