copyright assignment clause

Copyright Assignment Agreement: Definition & Sample

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What is a Copyright Assignment Agreement?

A copyright assignment agreement is a legal document transferring the ownership and rights of a specific creative work or works. A copyright assignment agreement protects the rights of parties involved by clarifying and providing a record of ownership of a work, especially in the event of a transfer.

Notarization of a copyright assignment agreement is not legally required, but it is always a good idea to get an agreement like this notarized. Copyright assignment agreements can cover works such as writing or artwork and are sometimes known as a sales agreement for copyright.

Common Sections in Copyright Assignment Agreements

Below is a list of common sections included in Copyright Assignment Agreements. These sections are linked to the below sample agreement for you to explore.

Copyright Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.15 16 d437016dex1015.htm INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT , Viewed October 13, 2021, View Source on SEC .

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Anand is an entrepreneur and attorney with a wide-ranging background. In his legal capacity, Anand has represented parties in (i) commercial finance, (ii) corporate, and (iii) real estate matters throughout the country, including New Jersey, Pennsylvania, Delaware, Arizona, and Georgia. He is well-versed in business formation and management, reviewing and negotiating contracts, advising clients on financing strategy, and various other arenas in which individuals and businesses commonly find themselves. As an entrepreneur, Anand is involved in the hospitality industry and commercial real estate. His approach to the legal practice is to treat clients fairly and provide the highest quality representation possible. Anand received his law degree from Rutgers University School of Law in 2013 and his Bachelor of Business Administration from Pace University, Lubin School of Business in 2007.

I am an attorney located in Denver, Colorado with 13 years of experience working with individuals and businesses of all sizes. My primary areas of practice are general corporate/business law, real estate, commercial transactions and agreements, and M&A. I strive to provide exceptional representation at a reasonable price.

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John Daniel "J.D." Hawke is an experienced attorney with a law practice in Mobile, Alabama. He was born in Fairhope, Alabama and after earning his undergraduate degree at Auburn University, he received a law degree from Thomas Goode Jones School of Law in 2010. After law school, he formed the Law Office of J.D. Hawke LLC and over the last decade he has fought incredibly hard for each and everyone of his clients. His practice focuses on representing people facing criminal charges and clients dealing with family law matters. In addition to criminal defense and domestic relations cases, he also regularly handles contract disputes, personal injury cases, small business issues, landlord/tenant disputes, document drafting, and estate planning. He is licensed to practice law in the State of Alabama and the United States District Court for the Southern District of Alabama.

Thomas Codevilla is Partner at SK&S Law Group where he focuses on Data Privacy, Security, Commercial Contracts, Corporate Finance, and Intellectual Property. Read more at Skandslegal.com Thomas’s clients range from startups to large enterprises. He specializes in working with businesses to build risk-based data privacy and security systems from the ground up. He has deep experience in GDPR, CCPA, COPPA, FERPA, CALOPPA, and other state privacy laws. He holds the CIPP/US and CIPP/E designations from the International Association of Privacy Professionals. Alongside his privacy practice he brings a decade of public and private transactional experience, including formations, financings, M&A, corporate governance, securities, intellectual property licensing, manufacturing, regulatory compliance, international distribution, China contracts, and software-as-a-service agreements.

Attorney of 6 years with experience evaluating and drafting contracts, formation document, and policies and procedures in multiple industries. Expanded to estate planning last year.

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Assignment of Copyrights & Legal Implications

Copyright gives authors a bundle of personal property or economic rights in an original work of authorship. These rights include the rights to reproduce, create derivative works, distribute work to the public, publicly perform a work, publicly display visual works, and digitally transmit sound records. They belong exclusively to a copyright holder.

Usually, the copyright holder is the person who created the work. However, any of these economic rights, or any part of these economic rights, can be transferred. Under the Visual Artists Rights Act (VARA), an artist’s moral rights in a work of fine art can be waived but not assigned.

An original owner who assigns their copyright to someone else will not retain any right to control how the work is used.

The transfer of economic rights may be on an exclusive basis, which requires a written agreement, or a non-exclusive basis, which does not require a written agreement. Most commonly, this transfer is accomplished by assignment or license. Unlike a license in which the copyright owner maintains their ownership, an assignment is similar to a sale. The original copyright owner sells the rights to a third party and cannot control how the rights are used, just as they would not be able to control how personal property that they sold was used once it was transferred.

Generally, a license is preferable if a copyright holder expects to continue exercising interests and control over the work. For example, if you assign your copyright in a song to a music producer, the decision about whether to allow a film studio to use your song in a film will belong to the producer, not to you. If you license your copyright in a song in a limited capacity to a music producer, however, you will continue to be able to license your copyright in the song to a film producer.

Assignments can be used for many different purposes, such as security for debt, as an asset passed to heirs, or as part of the distribution of assets after a bankruptcy proceeding. Once you assign your rights to somebody else, however, you are permanently giving away your right to control the work. That means if you try to exercise any of the rights you have assigned, you are committing copyright infringement even though you created the work. If you assign your copyright to somebody else and regret the loss, you may be able to buy your copyright back from that person, but whether or not to sell it back to you is up to the assignee.

How Is Copyright Assigned?

Under Section 204 , a transfer of ownership is only valid if the instrument, note, or memorandum of transfer is in writing, signed by the copyright owner or their duly authorized agent. Generally, a certificate of acknowledgment is not required for the transfer to be valid, but it can be used as prima facie evidence that a transfer was executed if it is issued by someone authorized to administer oaths in the United States or, if the transfer is executed abroad, if the certificate is issued by a United States diplomatic or consular official, or a person authorized to administer oaths who also provides a certificate.

Formally recording an assignment with the Copyright Office is not required but can be advantageous.

You do not have to record an assignment in order to assign the interest. However, there are advantages to recording the assignment, such as creating a public record of the transfer details, giving constructive notice to members of the public, establishing priority of rights when there are conflicting transfers of ownership, validating the transfer of the copyright against a third party, or in some cases perfecting a security interest.

Last reviewed October 2023

Intellectual Property Law Center Contents   

• Intellectual Property Law Center
• Copyright Infringement & Related Lawsuits
• Copyright Ownership Under the Law
• Assignment of Copyrights & Legal Implications
• Copyright Licensing Under the Law
• Copyright Registration Under the Law
• Safe Harbors for Online Service Providers Under Copyright Law
• Criminal Copyright Infringement Laws
• Enforcement of Copyrights Through Lawsuits & Criminal Charges
• Fair Use Defense to Copyright Infringement Lawsuits
• Software Development Agreements & Related Legal Concerns
• End-User License Agreements Imposing Legal Restrictions on Software
• Lists, Directories, and Databases Under Copyright Law
• Photos of Buildings and Architecture Under Copyright Law
• Photos of Copyrighted or Trademarked Works & the Fair Use Defense to Infringement Lawsuits
• Works in the Public Domain After Copyrights Legally Expire
• Copyrights and Credits for Songwriters Under the Law
• Music Samples and Copyright Infringement Lawsuits
• Playing Music in Stores or Restaurants — How to Avoid Copyright Infringement Lawsuits
• Consignment Sales by Artists to Stores & Legal Protections
• Destruction of Copyrighted Works & Limited Legal Protections
• Copyright Legal Forms
• Trademark Law
• Trade Secret Law
• Choosing Among Patent, Copyright, and Trademark for Legal Protection
• Intellectual Property Law FAQs
• Find an Intellectual Property Lawyer

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MAKE YOUR FREE Copyright Assignment

What is a Copyright Assignment?

When to use a copyright assignment:.

• The owner of the copyright would like to transfer ownership of the copyright to another party.

Sample Copyright Assignment

The terms in your document will update based on the information you provide.

Copyright Assignment

This Copyright Assignment (hereinafter "Assignment") is made as of this from , of , , , (hereinafter "Assignor") to , of , , (hereinafter "Assignee").

1. Assignor represents, warrants and confirms that it is the sole creator of " " (hereinafter "Copyrighted Work").

2. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby irrevocably assigns and transfers to Assignee all of Assignor's right, title and interest in the Copyrighted Work described and attached as Exhibit A to this Assignment.

3. The rights hereby granted to Assignee include, with limitation, the right to do any and all acts or things necessary or appropriate to protect the rights granted hereunder, including the copyright, and to institute any actions for such purpose in the name(s) of Assignee, Assignor, or both of them.

4. Assignor further transfer all rights to Assignee necessary to secure registrations, renewals, reissues and extensions to the Copyrighted Work without exception and agrees to participate in said actions should it be deemed necessary by Assignee.

5. Assignor hereby covenants, warrants and represents to Assignee:

(a) Assignor is the sole owner and creator of the Copyrighted Work and has the exclusive right to use, copy, distribute and transfer the Copyrighted Work without limitation.

(b) The Copyrighted Work is free and clear of any liens, encumbrances, licenses or legal claims of any nature contesting the ownership, moral rights, use or creation of the Copyrighted Work by Assignor.

6. Moral Rights - Assignor hereby waives any and all moral rights claims associated with the Copyrighted Work including, but not limited to, the right to be known as the author, the right to object to any alterations to a work, the right to prevent others from being named as the author of a work, the right to prevent others from falsely attributing to one the authorship of work that one has not in fact written, the right to prevent others from making deforming changes in a work, the right to withdraw a published work from distribution if it no longer represents the views of the author, and the right to prevent others from using a work or the author's name in such a way as to reflect on the author's professional standing.

7. This Assignment is governed by the laws of the State of without regard to its conflict of law rules.

IN WITNESS HEREOF, Assignor executes this Assignment as an individual or as the Assignor's duly authorized representative.

The Copyrighted Work addressed in this Assignment is described and attached as follows:

1. Description:

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Copyright Assignment Agreement | Sample

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Updated March 13, 2024

A copyright assignment agreement is between a seller (assignor) that transfers the ownership of a copyright to a buyer (assignee). It is common for a copyright to be assigned either through the sale of a business or a separate sale. After an agreement has been signed the copyright must be assigned using the U.S. Copyright Office (website).

Signing Requirements

Only a “sworn or official certification” agreement is accepted electronically by the U.S. copyright office. [2] Therefore, it is required for any copyright assignment agreement to be notarized by all parties involved.

Transferring ( Copyright.gov )

There is no form or application that can be used to transfer a copyright. A copyright agreement is allowed to be accepted as a recordable transfer document.

The agreement must be accompanied by Form DCS (cover sheet) and is recommended to include an Electronic Title List that speeds up the processing time and reduced fees.

How to Assign a Copyright (3 steps)

Step 1 – gather documents.

• Step 2 – Pay Filing Fee ($)

Step 3 – Send in the Mail

The following should be completed:

• Copyright Assignment Agreement (notarized)
• Form DCS (cover sheet)

Step 2 – Pay Filing Fee

Submit the filing fee .

Standard assignments send to:

Library of Congress, Copyright Office–DOC LM 433, 101 Independence Avenue SE Washington, DC 20559-6000

If Declaration of Ownership in Musical Works (DOMW) , send to:

Copyright Office–DOMW P.O. Box 71537 Washington, DC 20024-1537

Sample  Copyright Assignment Agreement

Download: PDF , MS Word , OpenDocument

ASSIGNMENT OF COPYRIGHT

I. THE PARTIES. This Assignment of Copyright (“Agreement”) made this [ EFFECTIVE DATE ] (“Effective Date”) is by and between:

Assignor: [ ASSIGNOR’S NAME ], with a mailing address of [ ASSIGNOR’S ADDRESS ] (“Assignor”), and

Assignee: [ ASSIGNEE’S NAME ], with a mailing address of [ ASSIGNEE’S ADDRESS ] (“Assignee”).

The Assignor and the Assignee are each referred to herein as a “Party” and collectively as the “Parties.”

II. ASSIGNMENT OF AUTHORED WORKS. The Assignor, through this Agreement, assigns to the Assignee of all the Assignor’s interest in:

a. The following registered copyrighted work(s) (“Work(s)”):

Copyright #1 • Author Name: [ AUTHOR’S NAME ] • Title of Work: [ TITLE OF WORK ] • Registration Number: [ REGISTRATION NUMBER ] • Registration Date: [ REGISTRATION DATE ]

Copyright #2 • Author Name: [ AUTHOR’S NAME ] • Title of Work: [ TITLE OF WORK ] • Registration Number: [ REGISTRATION NUMBER ] • Registration Date: [ REGISTRATION DATE ]

Copyright #3 • Author Name: [ AUTHOR’S NAME ] • Title of Work: [ TITLE OF WORK ] • Registration Number: [ REGISTRATION NUMBER ] • Registration Date: [ REGISTRATION DATE ]

b. All the usual rights granted to the owner of a copyright under federal law, including but not limited to the right to reproduce, publish, adapt, modify, distribute, create derivative works on, display, publicize, and transmit each Work; c. The registrations as well as applications for registrations of each Work, including any and all renewals and extensions; d. The income, royalties, and damages due to the Assignor in regards to each Work, including damages for past or future infringements and misappropriations for each Work; e. The right to sue for past, present, and future infringements and misappropriations for each Work.

III. ASSIGNMENT PURCHASE. The Assignee agrees to pay $[ PRICE ] for the above granted rights (Section II) and complete this payment no later than [ DATE ].

IV. RECORDATION. The sole responsibility for filing this assignment with the United States Copyright Office within a reasonable time period after signing, as well as for paying any and all associated fees for said filing, is left to the:

☐ – Assignor

☐ – Assignee

V. FURTHER USE OF WORK. The nature of this Agreement and assignment is:

☐ – Non-Exclusive. After the effective date of this Agreement, the Assignor shall be granted a non-exclusive, royalty-free license to use the Work(s), including for but not limited to the creation of derivative works.

☐ – Exclusive. Once the effective date has passed, the Assignor may not make any further use of the Work(s) or derivatives thereof without written, authorized consent from the Assignee and further may not challenge the Assignee’s use or ownership of the Work(s) or the validity of the Work(s)

VI. AUTHORSHIP. In relation to authorship rights, following the effective date of this Agreement, the Assignor:

☐ – Will Retain Authorship Rights. The Assignor maintains the right to be identified as the rightful author of the Work(s) whenever the Work(s) are reproduced, published, or otherwise publicly displayed.

☐ – Will Not Retain Authorship Rights. The Assignor relinquishes all future claims to authorship.

VII. NO EARLY ASSIGNMENT. The Assignee will not assign or otherwise encumber its interest in the Work(s) or any associated copyrights until it has paid the full Consideration detailed in Section III of this Agreement.

VIII. DOCUMENTATION. The Assignor will provide all documentation relating to the Work(s) for the Assignee’s record-keeping needs, assertion of rights, or for any other use. They will likewise sign any additional agreements or complete any other lawful action reasonably necessary for a successful filing of the assignment with the United States government.

IX. GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws located in the State of [STATE].

X. ASSIGNMENT AND DELEGATION. The Assignor and the Assignee will each defend, indemnify, and hold the other harmless (including all affiliates, successors, assigns, employees, agents, officers and the like) against all losses, damages, deficiencies, liabilities, awards, penalties, or expenses of whatever kind, including attorneys’ fees and related legal fees, incurred by themselves in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement.

XI. SEVERABILITY. If any portion of this Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XII. ADDITIONAL TERMS. [ ADDITIONAL TERMS & CONDITIONS ]

XIII. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.

XIV. EXECUTION. The Assignor and the Assignee each represent and warrant to the other that each person executing this Agreement on behalf of each party is duly authorized to execute and deliver this Agreement on behalf of that party.

Assignor’s Signature: _________________________ Date: ________________

Print Name: _________________________

Assignee’s Signature: _________________________ Date: ________________

How to Write

Article i. the parties.

(1) Date Of Copyright Agreement. The date when this agreement is active between the Assignor and Assignee should be presented. Commonly this is the signature date between these two Parties.

(2) Assignor Name. The Author or Owner of the concerned intellectual property who is releasing the right to reproduce, present such property to another Party through this agreement should be identified by name. This record requires that the legal name of the Assignor is documented. This cannot be an alias or a ‘pen’ name.

(3) Assignor Address. The business address of the Assignor is required. This should be a well-monitored address where notices sent will be guaranteed to reach the Assignor.

(4) Assignee Name.  The Party that intends to purchase the copyright according to this agreement is to be identified as well. In many cases, this will be a Business Entity, therefore name this Party by recording the full name of the Entity purchasing the copyright making sure that any status suffix (such as “corp.”) is included if it is a part of the legal name of the Purchasing Entity. If this is a Private Party, such as an individual, then make sure his or her full name (first, middle, and last) is presented.

(5) Assignee Address.  The mailing address where the Assignee can be contacted or sent notices should be documented.

Article II. Assignment Of Authored Works

Copyright #1

(6) Author Name. The Assignor and the Author may be the same person or two separate Parties. Therefore, identify the Author of the concerned intellectual property.

(7) Title Of Work. The title that the written piece is known as must be transcribed exactly as it appears on the original written work.

(8) Registration Number. Record the twelve-digit copyright registration number assigned to the work by the United States Copyright Office.

(9) Registration Date. Furnish the date when the copyright registration number was designated to the concerned work.

Copyright #2

(10) Author Name. If an additional document must fall under this agreement it must be identified. Produce the full name of the Author behind the material being discussed.

(11) Title Of Work. The exact title of the additional work that the Assignee will be able to access and use through this agreement must be dispensed.

(12) Registration. If the material is copyrighted or pending, the twelve-digit copyright registration number it is associated with as well as the copyright date should be produced where requested.

Copyright #3

(13) Author Name. There is no limit to the number of works that can fall under this agreement. Therefore a third area has been supplied to name the Author of a third work the Assignor and Assignee wish to include. If more written works must be included then make sure an attachment is furnished to identify them.

(14) Title Of Work. If a third work will be subject to this agreement, then produce its title precisely as it appears on the original work.

(15) Registration. Deliver the official copyright registration number (twelve-digits) along with the copyright date reserved for the titled work to the available spaces.

Article III. Assignment Purchase

(16) Payment Due. The dollar amount the Assignee must pay the Assignor to gain the right to reproduce the named property above, use, or present the intellectual property this agreement discusses should be established.

(17) Due Date Of Assignee Payment. The final date when the Assignor must receive the Assignee’s payment should be solidified in Article III.

Article IV. Recordation

(18) Copyright Responsibility. All works to be copyrighted must be done so through the United States Copyright Office. The Party responsible for effecting a formal copyright or maintaining it on the discussed material must be identified with a selection of one of the choices in Article IV. If the Assignor will be responsible for this task then select the first checkbox however if the Assignee will be responsible for copyrighting or maintaining a current copyright of the concerned material then the second checkbox must be marked.

Article V. Further Use Of Work

(19) Non-Exclusive Use. If the work(s) this agreement concerns will call for the Assignor to maintain the right to use the concerned work(s) including the right to create additional works based on this intellectual property, then select the first checkbox statement to establish that the intellectual property will not become the exclusive property of the Assignee.

(20) Exclusive Use. If the Assignee intends to purchase the exclusive rights to the work, obligating the Assignor to seek written consent when wishing to use the work further, then select the second checkbox statement.

Article VI. Authorship

(21) Assignor Retains Authorship Rights. Select the first checkbox in Article VI if this agreement shall call for the Assignor to be identified at all times as the author of the works being discussed.

(22) Assignor Will Not Retain Authorship Rights. If the Assignor agrees to release all rights to being known as an Author of the concerned work, the second checkbox will need to be selected.

Article IX Governing Law

(23) State Of Effect. The state where this agreement will seek enforcement from the courts and whose laws apply to the conditions the Assignor and Assignee agree to must be identified in the ninth article.

Article XII

(24) Additional Terms.  All conditions and terms that govern how the Parties shall behave with the intellectual property or work must be included in this paperwork by the time each sign it. Article Twelve shall provide the area needed for a presentation of this information. Additionally, a reference to an attachment with this information may be presented in its content. In such a case, make sure such a document is physically attached for review to this agreement by the time each Party executes his or her signature.

XIV. Execution

(25) Assignor’s Signature. The Assignor who is releasing some or all of his or her claim to the copyright should review every article carefully. If any attachments are made, these too, should be read through to his or her satisfaction. When ready, he or she should sign the signature area provided to acknowledge the conditions and terms of this paperwork.

(26) Assignor’s Printed Name.

(27)  Signature Date.

(28) Assignee’s Signature. The Party who will be able to access and use the work being discussed by meeting the conditions of this agreement must sign his or her name as the Assignee once he or she is satisfied with its content. As discussed earlier, the Assignee may be a Business Entity. If so, then a Signature Representative, appointed by the Business Entity, may sign this document as the Assignee.

(29) Printed Name Of Assignee.  The printed name of the Signature Party entering this agreement as the Assignee must be supplied below his or her signature.

(30)  Signature Date.  

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What is a Copyright Assignment? A Complete Guide With Benefits 

• by Zoe Spanos
• October 5, 2022
• Blog , Intellectual Property , Small Business & Companies

Like all the other forms of intellectual property assignment , copyright assignment is where you sell or transfer your copyright to another person. 

As the owner of the copyright and owner of creative work, you may need to transfer the rights to your work. Maybe you need someone else to distribute your original work, make copies of the work or just want to sell your intellectual property as an asset. 

Either way, this post will ensure you will know how to transfer your rights legally, so read along!

Table of Contents

Copyright assignment defined .

A copyright assignment puts into effect a legal transfer of copyright that meets the requirements of section 196 of the Copyright Act 1968 (Cth) (Copyright Act). The Copyright Act states that a copyright is;

• personal property;
• needs to be transferred in writing; 
• the assignment needs to be signed by or on behalf of the assignor and which also allows for a total assignment or a partial assignment of the copyright. 

What is included in a copyright assignment? 

A copyright assignment template contains optional clauses that can be used if it is appropriate to address the moral rights of the author of the copyright works or other material or the performers’ protections that may exist if a performance is recorded on cinematographic film or sound recordings. 

This template also ensures that the transfer is within the scope of copyright law. This can also include things like warranties and terms.

Whole or partial assignment

Within the Copyright assignment it needs to be determined if the assignment is wholly or partially transferring rights. This allows for either all the copyright to be transferred or the transfer of copyright to be limited as allowed by section 196 of the Copyright Act.

Section 16 of the Copyright Act states a “partial assignment of copyright shall be read as a reference to an assignment of copyright that is limited in any way”.

The limitations allowed in section 196 of the Copyright Act are broad, and include a limitation in any way, including:

• to apply to one or more of the classes of acts that are with the exclusive right of the copyright owner (such as, of reproduction, publication, performance or communication to the public, and can also describe the specific media and methods of exploiting the copyright);
• to be limited to geographic areas or jurisdictions (such as to apply to a place in or part of Australia, worldwide or specified countries); or
• applying to part of the copyright duration.

Performer’s protection

If the material being assigned is cinematographic film, it may incorporate copyright works and other material (such as other cinematographic film and sound recordings) that are owned by a third party or the cinematographic film may include performances that are subject to the performers’ protection provisions of the Copyright Act. 

Where the assigned works contain such performances, the assignee may want to have the benefit of any agreement with the performer that provides a release or consent to describing the permitted uses of the performance. 

Sound recordings may also include performances that are subject to the performers’ protections. The absence of the necessary permission of performers, whose performance is recorded on the film, video or sound recording may result in the performers having a right of action to stop the unauthorised exploitation of their performance.

Moral rights

There is an option to include the author of the works as a contracting party so as to provide for a moral rights consent from the author.

Part IX of the Copyright Act provides for moral rights of performers and of authors of literary, dramatic, musical or artistic works and cinematograph films. Sections 195AW and 195AWA of the Copyright Act address authors’ consent in relation to moral rights and section 195AXJ of the Copyright Act addresses performers’ consent in relation to moral rights.

The transaction of copyright assignment may be subject to GST. This is because the payments will be a “royalty” (as defined by Australian Income Tax Legislation). Moreover, the assignment will be  subject to the withholding tax provisions, where the royalties are to an assignor who is a “foreign resident”.

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What are the benefits of having a copyright assignment?

There are a variety of benefits of having a copyright assignment agreement and they are as follows:

• It protects the legal rights of all parties involved.
• Limits the possibility of disputes.
• Provides records of ownership and title.
• Outlines liability obligations.
• It ensures all legal procedures are followed and appropriate consideration is given.

Legal ramifications of not having a copyright assignment?

If you were to allow someone to use your copyright without formal permission in a copyright assignment then you will not have adequate legal protection. There would be clear terms of use meaning that the risk is high. 

What is the difference between licensing a copyright and copyright assignment?

A licensing agreement is when you, as the licensor let someone else use your copyrighted material for a specific purpose, limited to a certain period of time. This could be an exclusive licence or a non-exclusive license. Under a copyright licensing agreement , you still remain the owner of the intellectual property.  

On the other hand, a copyright assignment transfers ownership rights, therefore the new owner has possession of the intellectual property.

Can I include restrictions on my copyright assignment?

Yes, you are able to set the terms of the agreement. You can control how you copyright is used in the future. For example, there may be a term stating that you will not allow it to be used in a movie. 

What happens if there is a breach of copyright assignment?

If one of the parties to the copyright assignment agreement breaches a term, an copyright infringement can be established. From here you can consult a lawyer to seek remedies and ensure your rights are protected.

Key Takeaways

When you register your copyright it provides you with solid legal protections. Therefore, when you transfer ownership, the copyright assignment therefore makes all the terms of the agreement clear.

 If you have any questions regarding copyrights and how they can help you and your business, Lawpath has a variety of highly experienced intellectual property and copyright lawyers to provide any necessary legal advice.

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Copyright Ownership and Assignments - The Basics

Copyright Assignments – When You Need Them and When to Record Them

In modern business, an entity’s most important asset is often its intellectual property, which includes copyrights, patents, trademarks, trade dress, trade secrets, and other proprietary information and content belonging to the entity. However, before an entity can enforce or protect those assets, it must show it is the owner of the asset in question. In the case of copyrights, only “the legal or beneficial owner of an exclusive right under a copyright is entitled … to institute an action for any infringement of that particular right.” 17 U.S.C. § 501(b). See also Well Cell Glob. LLC v. Calvit, 2022 U.S. Dist. LEXIS 204742 at *6 (S.D. Tex. Nov. 10, 2022) (assignment was not complete until all payments were made pursuant to same and holder of assignment did not yet own the copyrights and, therefore, lacked ownership and standing to bring suit to enforce).

Do You Need a Copyright Assignment?

Under the law, copyright ownership “vests initially in the author or authors of the work,” that is, “the party who actually creates the work … [or] translates an idea into a fixed, tangible expression.” 17 U.S.C. § 201(a); Community for Creative Non-Violence v. Reid, 490 U.S. 730, 737, 109 S. Ct. 2166, 2171 (1989). A copyright assignment is an important medium for transferring legal ownership of a copyright from the initial holder, who may transfer all or a portion  of their rights in the original work to a third-party. These rights include all those inherent to copyright ownership, including the rights to reproduce the work in copies or phonorecords, prepare derivative works, distribute the work, and publicly display or perform the copyrighted work.

Copyright assignments are especially important when a work is created in the context of independent contractors who create (or participate in the creation) of an original work. Because ownership automatically vests in the author or creator of the work, entities must be thorough in securing a written assignment of copyright from independent contractors in the initial stages of creation so that the parties are clear as to who actually owns the copyrighted work and has standing to enforce (i.e., protect ) the copyrights in and to the work.

Copyright assignments also come into play when one entity (or individuals) purchases another entity. The express transfer of all intellectual property from the selling entity to the purchaser(s), including any and all copyrights owned by the seller, are important to ensure a transfer of ownership of the copyrights in connection with the sale.

And while not all copyright assignments are required to be in writing (though most are), it is recommended a written agreement be put place in all cases.

Does Your Agreement Need to Be In Writing?

As noted above, while it is always advisable that copyright assignments be in writing, there are some instances in which a written agreement is not required and an oral agreement could be enforced. However, anytime a copyright owner/holder transfers an exclusive right in that copyright, the assignment must be in writing. This would include situations where the author/owner of a copyright in a book assigns to a third party the right to distribute and sell that book or where a copyright license is issued, as between an author and publishing company.

The transfer of non-exclusive rights, however, may not be required to be in writing. For example, if an author grants a non-exclusive right to a movie company to develop his or her book into a movie, such an agreement may not be required to be in writing. Nevertheless, it is always advisable to secure any copyright assignment in writing to avoid further challenges to ownership.

What Are the “Next Steps” Once You Have Your Assignment?

As a matter of course, it can be helpful to file any copyright assignments with the U.S. Copyright Office through their online portal. While filing in the Copyright Office certainly is not mandatory, it is advisable and can offer certain legal benefits, including providing constructive notice of the change in ownership and conferring priority of ownership among conflicting assignments or claims of ownership. Such filing also establishes a public record of the contents of the assignment and registers a security interest in the copyright. In conjunction with filing the assignment with the Copyright Office, you will need to pay a filing fee for recording the assignment.

Possibility of Termination of Assignment – What to Know

One final issue to keep in mind is that a copyright assignment can be terminated by the author of an original work by following certain statutory requirements. These termination provisions are set forth in 17 U.S.C. §§ 203, 304(c), and 304(d), with the applicable provision depending on a number of factors, including when the assignment was made, who executed it, and when a copyright was originally secured for the work. Importantly, works assigned via a will or involving a work made for hire may not be terminated under these provisions. Of those assignments that can be terminated, termination may only occur during a specific statutory window of time and must specify the date that the termination goes into effect. The effective date must fall within a five-year “termination period,” which is based on factors set forth in 17 U.S.C. §§ 203, 304(c), or 304(d), as applicable. The notice must be served no less than two years and no more than ten years before the termination effective date and must be recorded with the Copyright Office before the effective date.

Key Takeaways on Copyright Assignments

Copyright ownership vests in the original author at creation. For any third party to own or enforce a copyright, a properly executed copyright assignment must be made. The basics for copyright ownership and enforcement include:

Document a copyright assignment to clearly define rights and ownership;

Obtain a registration of the copyright to be able to litigate against infringement and record the copyright assignment as a best practice; and

Be aware of the potential for assignment termination by the author under specific circumstances.

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Assignment/Transfer of Copyright Ownership

Understanding the Key Elements of a Copyright Assignment Agreements

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

For creators and owners of intellectual property, copyright assignment agreements are a crucial tool for protecting their interests. These agreements allow the original creator to transfer ownership of copyright to a new owner while receiving appropriate compensation or maintaining certain rights. If not properly crafted and registered, this can lead to legal disputes, financial losses and other serious consequences.

The Genie AI team has experience in drafting these agreements to ensure that the original creator is compensated fairly and retains any rights they wish. This is done by including such elements as a lump sum payment, royalties or license back clause which allows the original creator to continue using their work for certain purposes only. It is also important that both parties understand the obligations that come with signing such an agreement in order to avoid any misinterpretations which could lead to future complications.

When it comes to international copyright protection, it’s essential that these agreements are legally registered with the relevant authorities. This guarantees that both parties are held accountable if they breach any of the outlined terms and conditions, allowing any potential disputes or miscommunications between them in future. Additionally, proper registration means that all stakeholders have a clear understanding of who owns what right - ensuring everyone can benefit from the expected outcomes of this agreement accordingly.

At Genie AI we understand how important it is for creators and owners of intellectual property to protect their rights - which is why we offer free templates from our open source legal template library as well as step-by-step guidance on how best to complete your own copyright assignment agreement correctly and confidently from start-to-finish . With millions of datapoints teaching us what market-standard looks like for each document type - you don’t need an account with us or even have to pay a lawyer – just read on below for more information on accessing our library today!

Definitions (feel free to skip)

Copyright: The exclusive legal right to reproduce, publish, or sell an original work of authorship, such as a book, film, or song.

Transferring: Moving ownership of something from one party to another.

Assigning: Granting permission to use or access something that belongs to another party.

Work Made for Hire: A work that is specially commissioned by an employer or client and is considered to be owned by them.

Consideration: The amount of money or other form of compensation that is paid in exchange for something.

Infringement: An unauthorized use or violation of another’s intellectual property rights.

Misattribution: The incorrect attribution of a work to its creator.

Execution: The signing and witnessing of a document by the parties involved in order to make it legally binding.

Discuss the purpose of a copyright assignment agreement

Explain why copyright assignments are important, describe the benefits of assigning copyright, explain the differences between transferring and assigning copyright, outline the key distinctions between the two, outline the key terms in a copyright assignment agreement, explain the concept of the “work made for hire”, describe the rights the assignee will receive, explain the duration of the copyright, outline the rights retained by the assignor, describe the potential risks involved in a copyright assignment, explain the risks of infringement, describe the risks of misattribution, explain the potential financial risks, explain the requirements for a valid copyright assignment agreement, outline the necessary elements, explain the need for consideration, describe the requirements for execution, provide best practices for the drafting and execution of a copyright assignment agreement, explain the importance of clarity, describe the importance of precision, outline the importance of accuracy, explain the importance of review and due diligence, offer suggestions for alternatives to a copyright assignment agreement, explain the concept of a licensing agreement, describe the concept of a work-for-hire agreement, explain the concept of an “implied license”, outline the concept of a co-ownership agreement, get started.

• Understand what a copyright assignment agreement is
• Learn the purpose of a copyright assignment agreement
• Identify the benefits of a copyright assignment agreement

When you can check this off your list and move on to the next step:

• When you have a good understanding of the purpose of a copyright assignment agreement
• When you understand the benefits of a copyright assignment agreement
• Understand why copyright assignments are important in protecting a creator’s rights to their work
• Understand that copyright assignments are used to transfer all or part of a creator’s rights of ownership to another party, such as a publisher, production company, or record label
• Understand that copyright assignments are legally binding and enforceable
• Understand that copyright assignments provide the assignee with exclusive rights to the work, such as the right to reproduce, distribute, modify, and perform it
• Understand that without a copyright assignment, the original creator is the only one who has the right to use their work in any way
• Understand that copyright assignments guarantee that the assignee will be paid for their use of the work
• When you can explain why copyright assignments are important, you can move on to the next step.
• A copyright assignment agreement allows the assignee to obtain exclusive rights to the work, including the right to reproduce, distribute, and adapt the work.
• An assignment of copyright also allows the assignee to obtain the right to receive royalties for the work, as well as the right to license the work to third parties.
• Copyright assignments can help ensure that the author is compensated for their work and that their rights are protected.
• With a copyright assignment, authors can also be sure that their work is not used without their permission or for any unauthorized purpose.

Once you have described the benefits of assigning copyright, you can check this step off your list and move on to the next step.

• Transferring copyright involves giving up all rights to the copyrighted material and transferring them to another party.
• Assigning copyright involves transferring some or all of the rights to the copyrighted material to another party.
• Transferring copyright is often permanent, while assigning copyright may be temporary.
• Transferring copyright requires the original owner to give up all rights to the material, while assigning copyright allows the original owner to retain some rights.
• When you have a clear understanding of the differences between transferring and assigning copyright.
• Transferring copyright means the originator of the work keeps all rights to the work, but allows another party to use the work under certain conditions
• Assigning copyright means the originator of the work transfers all rights to the work to another party, and no longer retains any rights to the work
• Transferring copyright is less permanent than assigning copyright, since the originator has the option of terminating the agreement and reclaiming the rights to their work
• Assigning copyright is more permanent and involves the originator giving up all rights to their work in exchange for a specified payment

Once you understand the differences between transferring and assigning copyright, you can move on to outlining the key terms in a copyright assignment agreement.

• Understand the definition of a “copyright assignment agreement.” A copyright assignment agreement is a legally binding contract in which the copyright owner of a work transfers the rights and ownership of the work to another party. • Learn about exclusive vs. non-exclusive assignments. An exclusive assignment is when the copyright owner transfers all rights to the work to the other party. A non-exclusive assignment is when the copyright owner transfers some rights to the work to the other party. • Identify the rights granted in the agreement. These rights can include reproduction, distribution, modification, and public display of the work, as well as the rights to create derivative works based on the original. • Understand the term of the agreement. This is typically the period of time for which the rights are being assigned. • Learn about the payment terms. This is the amount of money that is being paid for the assignment of the copyright. • Make sure to include a warranty and indemnification clause. This clause states that the copyright owner is warranting that they have the right to transfer the rights in the work and that they will indemnify the other party if they are sued for infringement of copyright due to the assignment. • Know that any document that transfers copyright must be in writing and signed by both parties.

When you have read and understood the above points, you can check this off your list and move on to the next step.

• Understand what a “work made for hire” is and its implications for copyright assignment agreements
• Learn when a “work made for hire” applies to a copyright assignment agreement
• Familiarize yourself with the different types of works that can qualify as a “work made for hire”
• Understand how authorship is determined in a “work made for hire”

Once you understand the concept of the “work made for hire” and its implications for copyright assignment agreements, you can move on to the next step of describing the rights the assignee will receive.

• Understand the scope of the rights being transferred - what types of uses are being authorized by the transfer?
• Determine if the assignee is receiving exclusive or non-exclusive rights
• Identify whether the assignee has the right to sublicense or transfer the rights to another
• Determine if the assignee has the right to modify or make derivative works of the copyrighted content

Once you have a clear understanding of the rights the assignee will receive, you can move on to the next step, which is to explain the duration of the copyright.

• Understand what duration of the copyright means - Duration of the copyright is the length of time that the copyright will be assigned to the assignee. It’s important to understand the duration of the copyright as it determines how long the assignee will be able to exercise the rights granted to them.
• Read the copyright assignment agreement to determine the duration - When reading the copyright assignment agreement, look for any language that specifies the duration of the copyright. This may include the length of time the rights are being assigned for, the date the agreement begins and ends, or other references to the duration of the copyright.
• Make sure the agreement clearly specifies the duration of the copyright - Make sure that the agreement clearly states the duration of the copyright as this will help to avoid any confusion or misunderstandings between the assignor and assignee.
• Check off this step when you’ve read the agreement and understand the duration of the copyright - Once you have read the agreement and understand the duration of the copyright, you can check this step off your list and move on to the next step, which is outlining the rights retained by the assignor.
• Research the rights reserved by the assignor by reading the Copyright Assignment Agreement
• Note the rights retained by the assignor, such as the right to use the copyright material for personal use, the right to modify the copyright material, and the right to use the copyright material in future works
• Check that the Copyright Assignment Agreement does not give the assignee exclusive rights to the copyright material
• Make sure the assignor has preserved the right to be credited for their work
• Ensure the assignee does not have the right to transfer the copyright to another person or entity
• When you have outlined the rights retained by the assignor, you can move on to the next step.
• Understand the potential risks if the assignor fails to follow the terms of the copyright assignment agreement
• Be aware of the possibility of copyright infringement if the assignor does not have the right to transfer the copyright
• Consider the legal risks if the assignor does not get the permission of any other parties who may have rights to the copyright
• Recognize the potential for damages if the copyright assignment agreement is breached
• Understand that copyright assignments are a form of contract and can be enforced in court

Once you have a complete understanding of the potential risks involved in a copyright assignment agreement, you can move on to the next step.

• Understand the difference between copyright infringement and misattribution of a copyrighted work
• Know the legal consequences of infringement, including the potential for liability and damages
• Understand the different types of infringement and the legal consequences of each
• Learn about the potential remedies for copyright infringement, such as injunctions and damages
• Be aware of the potential risks associated with the unauthorized use of another’s copyrighted work
• Know how to identify infringing works and how to protect yourself from potential infringement claims
• Be aware of the relevant copyright laws and related regulations in your jurisdiction

Once you have a solid understanding of the risks of infringement, you can move on to the next step of describing the risks of misattribution.

• Understand the importance of accurately attributing authorship or ownership of works
• Learn the risks of misattribution, such as potential reputational damage and legal liability
• Identify potential scenarios where misattribution could take place, such as when two or more parties are involved in the creation of a work
• Read through copyright assignment agreements thoroughly to ensure that all authors or owners are accurately attributed
• Ensure that the proper names, contact information, and other important details are included in the agreement

Once you have reviewed the risks of misattribution, you can check this off your list and move on to the next step: Explaining the potential financial risks.

• Understand how assigning a copyright could negatively affect the creator’s income.
• Research how the creator will be compensated for their work.
• Determine if the creator will receive royalties for future income or will be paid a one-time fee.
• Consider the potential legal costs associated with copyright infringement.
• Identify any other financial risks that could arise from the copyright assignment agreement.

Once you have a comprehensive understanding of the financial risks associated with a copyright assignment agreement, you can move on to the next step.

• A valid copyright assignment agreement must be in writing and signed by both parties
• It must include the title of the work being assigned, the date the assignment is effective, and the names of the assignor and assignee
• The agreement must clearly state the assignor’s intent to transfer the copyright to the assignee
• The agreement must include language that grants the assignee exclusive rights to use, reproduce, and distribute the work
• The agreement should also include language that requires the assignee to provide proper attribution to the assignor

Once you have these elements outlined in the agreement, you can check this step off your list and move on to the next step.

• Identify the parties involved, including the assignor and assignee
• Specify what is being assigned, typically the copyright or copyright ownership
• Include a description of the work, such as its title or specific details
• Establish a timeline, including when the agreement begins and ends
• Include a clause that states the assignor has full rights to the work and is authorized to make the assignment
• Explain the need for consideration and how it is to be paid
• Include a termination clause that outlines how the agreement can be ended
• Specify the governing law for the agreement
• Signatures of both parties, with a witness if necessary

You will know that you can check this step off your list and move on to the next step when you have identified and outlined all the necessary elements of a copyright assignment agreement.

• Understand why a consideration is required in a copyright assignment agreement
• Consideration is an exchange of value in a contract, which is necessary to make the contract enforceable
• It is important to identify what is being exchanged between the parties and document it in the agreement
• Consideration can be monetary (e.g. an upfront payment) or non-monetary (e.g. the promise to render a service)
• When drafting a copyright assignment agreement, ensure that the consideration is adequately expressed in the agreement
• Once the need for consideration is established and its form is expressed in the agreement, you can move on to the next step of outlining the necessary elements of a copyright assignment agreement.
• Understand the requirements for a valid execution of a copyright assignment agreement
• Identify the parties involved: the assignor and the assignee
• Ensure that the assignor has the legal authority to transfer the copyright and that there is sufficient consideration for the transfer
• Confirm that the agreement is in writing and signed by the assignor
• Make sure that the agreement clearly states the copyright being assigned, the date of the assignment, and the duration of the assignment
• Verify that the assignor acknowledges the transfer of copyright in the agreement
• When all the requirements are met, you can feel confident that the copyright assignment agreement is valid and the transfer of rights has been secured.
• Refer to the Copyright Act and any state specific laws that may apply.
• Include a statement confirming the transfer of the copyright ownership.
• Ensure the parties involved are clearly identified.
• Make sure the agreement is in writing or is evidenced in writing.
• Specify the scope of the assignment and its duration/term.
• Include a warranty that the party transferring the copyright owns the copyright or has the authority to transfer it.
• Include a non-compete clause, if applicable.
• Make sure there is a dispute resolution clause.

Once all of these best practices have been implemented, you can check off this step and move on to the next.

• Understand why clarity is essential when drafting a copyright assignment agreement
• Make sure that all the terms of the agreement are clear and unambiguous
• Identify the parties to the agreement and the works to be assigned
• Establish the scope of rights being transferred and the payment for the assignment
• Determine the jurisdiction and governing law of the assignment agreement
• Outline the term of the agreement and the termination and/or renewal provisions
• When all the terms of the agreement are clear, you can move on to the next step in the guide: Describe the importance of precision.
• Precision is essential when drafting a copyright assignment agreement.
• If there are any vague or ambiguous terms in the agreement, it could lead to costly disputes or misunderstandings over what rights are being assigned.
• Review the agreement carefully to ensure that the scope of rights being assigned is clearly stated and that there is no room for misinterpretation.
• Make sure that the language is specific and that each element of the agreement is clearly stated.
• Once you are confident that the agreement is precise and unambiguous, you can check this step off your list and move on to the next step.
• Understand the importance of accuracy in a copyright assignment agreement to ensure that rights are correctly transferred and not lost
• Identify any potential inaccuracies in the agreement, such as incorrect names or dates, and ensure these are corrected before signing
• Check that the agreement accurately and precisely outlines the rights assigned and that they match the expectations of the parties involved
• Review and analyze the agreement to confirm that all relevant details are included, such as the scope of the assignment, the applicable duration, and applicable jurisdictions
• Ensure the agreement is correctly worded and that any ambiguities are avoided to ensure the parties have a clear understanding of their obligations and rights
• Once you have checked for accuracy and ensured any discrepancies are corrected, you can then move on to the next step.
• Understand the importance of review and due diligence when drafting a copyright assignment agreement
• Ensure that the agreement is clear and accurate in order to avoid any potential disputes
• Identify any potential risks that may arise as a result of the agreement
• Take the necessary steps to mitigate these risks and ensure the agreement provides adequate protection to both parties
• Have a qualified legal professional review the agreement before signing to ensure all terms are legally binding
• When you have finished reviewing the agreement and conducted the necessary due diligence, you can check this step off your list and move on to the next step.
• Explain the concept of a license agreement, in which the copyright owner grants the licensee a set of rights to use the copyrighted material.
• Research different types of licenses that could be used to grant specific rights to the licensee, such as exclusive licenses, nonexclusive licenses and statutory licenses.
• Consider potential benefits of using a license agreement instead of a copyright assignment agreement, such as the ability for the copyright owner to retain some of the rights to the work and the potential for the licensee to obtain the rights to use the work without making a large monetary payment.
• Contact a lawyer for more information on the legal implications of using a license agreement instead of a copyright assignment agreement.
• Understand what a licensing agreement is: a contractual agreement between the copyright holder (the licensor) and a third party (the licensee) that allows the licensee to use the copyrighted material in exchange for payment or other consideration.
• Research the types of licensing agreements available, such as exclusive and non-exclusive agreements, as well as the differences between them.
• Consider the specific rights that the licensee will be granted and the limitations of those rights.
• Review any other terms of the agreement, such as the duration of the agreement, the royalties that the licensor will receive from the licensee, any obligations of the licensee, and any restrictions on use or modification of the copyrighted material.
• Understand the implications of breaching the licensing agreement.

You’ll know you can move on to the next step when you have a clear understanding of the concept of a licensing agreement, the types of licensing agreements, and the terms and implications of such an agreement.

• Understand what a work-for-hire agreement is: It is a contract between two parties in which one party (the “Hirer”) assigns the copyright of a work to the other party (the “Hired Party”) in exchange for a fee or other consideration.
• Determine what types of works are eligible for a work-for-hire agreement: Generally, the work must be specially commissioned and fall within certain categories of works, such as a contribution to a collective work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas.
• Identify the rights that the Hirer will have under a work-for-hire agreement: These rights typically include the exclusive right to use, reproduce, distribute, and create derivative works from the copyrighted work.
• Be aware of the key differences between a work-for-hire agreement and a licensing agreement: In a licensing agreement, the Hirer does not own the copyright but instead is merely granted a license to use the copyrighted work for a limited time and under certain conditions.

You will know you can check this off your list and move on to the next step once you have a general understanding of what a work-for-hire agreement is, the types of works that can be the subject of a work-for-hire agreement, the rights that the Hirer will have under a work-for-hire agreement, and the key differences between a work-for-hire agreement and a licensing agreement.

• Understand what an implied license is: it is a type of agreement between two parties where one party grants the other party the right to use their work, without the need for a written agreement.
• Know the different types of implied license, including perpetual, non-exclusive, and royalty-free.
• Identify the rights and limitations that come with each type of implied license.
• Be aware that implied licenses are often limited to one-time use, or may be limited to specific types of use.
• Understand that implied licenses are implied in the absence of a written agreement and may be subject to the jurisdiction of the courts.
• Be familiar with the concept of waiver of implied license.

You can check off this step when you have a clear understanding of the concept of an implied license, the different types of implied license, and the rights and limitations associated with each type.

• Understand the concept of a co-ownership agreement, which is when two or more parties own a work or interest in a work
• Know the key elements of a co-ownership agreement, including the ownership interests, rights granted, and the obligations and liabilities of each party
• Identify the rights and responsibilities of each party in regards to the agreement, such as the right to exploit the work, the right to license the work, and the right to transfer the ownership interests
• Understand the concept of “joint authorship”, which occurs when two or more authors contribute to a work in a way that makes them both authors
• Familiarize yourself with the concept of “work-made-for-hire”, which is when an employer hires an independent contractor to create a work and, under the law, the employer is considered the author
• Learn about the concept of “moral rights”, which give authors the right to the integrity of their work, including the right to be credited, the right to prevent distortion or modification, and the right to withdraw the work from the public

You will know you can check this off your list and move on to the next step when you have a thorough understanding of the concept of a co-ownership agreement, including the key elements, rights, and responsibilities of the parties involved.

John - What are the key elements of a copyright assignment agreement?

Asked by John on April 16th 2022. A: A copyright assignment agreement is an important legal document which assigns the rights of a copyright from one party, the copyright holder, to another, the assignee. The key elements of a copyright assignment agreement are:

• Identification of the parties – The agreement must include the names and contact details of both the copyright holder and assignee.
• Description of the work – The work being assigned must be described in detail, including any variations or modifications.
• Rights granted – This should include a clear description of what rights are being assigned and which jurisdiction they apply to (e.g. US, UK or EU).
• Term of the assignment – This should specify how long the assignment is valid for, or if it is an indefinite term.
• Consideration – This should outline what consideration is being provided by the assignee in exchange for the rights granted.
• Warranty – This should indicate that the copyright holder warrants that they have full power and authority to enter into the agreement and grant the rights specified in it.
• Indemnity – This should specify that the assignee will indemnify and hold harmless the copyright holder from any claims related to the copyright assignment agreement.
• Confidentiality – This should indicate that all information related to the agreement will remain confidential between both parties.
• Termination – This should describe how either party can terminate the agreement.
• Governing law – This should indicate which law governs any disputes related to the agreement.

Jane - How do I know if I need a copyright assignment agreement?

Asked by Jane on November 12th 2022. A: Whether or not you need a copyright assignment agreement depends on your particular situation and needs as a business or individual. Generally speaking, a copyright assignment agreement is necessary if you are transferring your copyright to another party for consideration (e.g. money). It’s also important to remember that different jurisdictions (e.g. USA, UK, EU) have different laws when it comes to copyrights and other intellectual property issues, so it’s essential to make sure you are familiar with those laws and how they may affect your specific situation before entering into any kind of agreement with another party. Additionally, if you are in an industry such as technology or software as a service (SaaS), you may need an additional layer of protection when it comes to intellectual property matters such as copyrights, so having a clear and detailed copyright assignment agreement is especially important in these cases.

Example dispute

Suing for breach of copyright assignment agreement.

• A plaintiff can raise a lawsuit for breach of a copyright assignment agreement if they can prove that the defendant has violated the agreement in some way.
• The plaintiff must be able to demonstrate that they have been harmed in some way due to the defendant’s breach of the agreement.
• The plaintiff must provide evidence of copyright ownership, such as a written assignment agreement, to prove that the copyright infringement occurred.
• The plaintiff may be able to recover damages related to the breach, including monetary damages, injunctive relief, or both.
• The plaintiff may also be able to seek punitive damages if they can show that the defendant’s actions were particularly egregious.
• Settlement may be reached through negotiation or mediation, or the court may decide the case.
• In some cases, a jury may be used to decide the case and determine the amount of damages to be awarded.

Templates available (free to use)

Copyright Assignment Agreement Copyright Assignment Contract Simple Copyright Assignment Pro Assignee

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This copyright assignment is between  , an individual a(n) (the " Assignor ") and  , an individual a(n) (the " Assignee ").

The Assignor has created and (a) has registered or (b) has applied for registration with the Copyright Office of those works listed in Exhibit A (collectively, the " Work ").

The Assignor wishes to transfer to the Assignee all of its interest in the Work, and the Assignee wishes to acquire all of the Assignor's interest in the Work.

The parties therefore agree as follows:

1. ASSIGNMENT OF AUTHORED WORKS.

The Assignor assigns to the Assignee, and the Assignee accepts the assignment of, all of the Assignor's interest in the following:

• (a) the Work listed in Exhibit A ;
• (b) all of the exclusive rights granted to the owner of a copyright under United States federal law, including all rights to reproduce, publish, adapt, modify, distribute, create derivative works based on the Work, display, publicize, and transmit (digitally or otherwise) the Work;
• (c) the registrations and applications for registrations of each Work, and any renewals or extensions of those;
• (d) all goodwill and moral rights in and to the Work;
• (e) all income, royalties, and damages due to the Assignor with respect to the Work, including damages and payments for past or future infringements and misappropriations of the Work; and
• (f) all rights to sue for past, present, and future infringements or misappropriations of the Work.

2. CONSIDERATION.

The Assignee shall pay the Assignor a flat fee of as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than .

3. RECORDATION.

In order to record this assignment with the United States Copyright Office, within hours of the effective date of this assignment, the parties shall sign the form of copyright assignment agreement attached as Exhibit B . The Assignor Assignee  is solely responsible for filing the assignment and paying any associated fees of the transfer.

4. NO EARLY ASSIGNMENT.

The Assignee shall not assign or otherwise encumber its interest in the Work or any associated copyright registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.

5. DOCUMENTATION.

The Assignor shall provide the Assignee with a complete copy of all documentation (in any format) relating to the Work for the Assignee's own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights granted pursuant to this assignment. The Assignor shall also, on request:

• (a) sign any additional papers, including any separate assignments of the Work, reasonably necessary to record the assignment in the United States;
• (b) do all other lawful acts reasonable and necessary to record the assignment in the United States; and
• (c) sign all papers reasonable and necessary for Assignee to obtain a copyright on any of the Work. 

6.   NO FURTHER USE OF WORK. NONEXCLUSIVE LICENSE TO ASSIGNOR.

After the effective date, the Assignor may make no further use of the Work or any derivatives of the Work, except as authorized by the prior written consent of the Assignee, and the Assignor may not challenge the Assignee's use or ownership, or the validity, of the Work.   However, the Assignor shall retain its rights to be identified as the author whenever the Work is reproduced, published, distributed, or otherwise publicly displayed. After the effective date, the Assignee grants back to the Assignor a nonexclusive, royalty-free license to use the Work as the Assignor sees fit, including for the creation of derivative works of those Work. This license does not limit the Assignee's rights and public rights under this assignment.

7. ASSIGNOR'S REPRESENTATIONS.

The Assignor hereby represents to the Assignee that:

• (a) the Assignor is the sole owner of all interest in the Work;
• (b) the Work is original, are not in the public domain, are not plagiarized, and do not contain anything that is libelous or obscene;
• (c) the Assignor has not transferred, licensed, pledged, or otherwise encumbered any Work or agreed to do so;
• (d) the Assignor is not aware of any violation, infringement, or misappropriation of any third party's rights or any claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) by the Work;
• (e) the Assignor is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this assignment; and
• (f) the Assignor was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to the Work.

8. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

9. AMENDMENTS.

No amendment to this assignment will be effective unless it is in writing and signed by a party.

10. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this assignment, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this assignment, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

11. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

12. SEVERABILITY.

If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

13. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this assignment shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this assignment: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Assignor: 

• If to the Assignee: 
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

14. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

15. ENTIRE AGREEMENT.

This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

16. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

17. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

18. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature. 

[PAGE BREAK HERE] EXHIBIT A LIST OF WORKS TRANSFERRED

[PAGE BREAK HERE]

EXHIBIT B FORM OF COPYRIGHT ASSIGNMENT

For good and valuable consideration, the receipt of which is hereby acknowledged,  an individual a(n)   (the " Assignor ") hereby assigns to an individual a(n)   (the " Assignee ") all of the Assignor's interest in the Assigned Copyrights identified in Attachment A to this assignment, and the Assignee accepts this assignment.

Each party is signing this agreement on the date stated opposite that party's signature.

ATTACHMENT A (TO EXHIBIT B) ASSIGNED COPYRIGHTS

Free Copyright Assignment Template

Protect your intellectual property with a copyright assignment form. securely transfer your copyright to another party, clearly defining ownership terms while preserving your rights effectively..

Complete your document with ease

How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Copyright assignment: How-to guide

Have you ever wondered what happens to your creative work once it's out in the world? How can you ensure that your intellectual property remains protected? These questions often lead us to explore the world of copyright assignment.

Copyright assignments empower creators to control the destiny of their creations. In this how-to guide, we'll explain the details of copyright assignments.

Join us as we deep dive into copyright ownership and discover how you can effectively transfer your rights to others while safeguarding your creative legacy.

What is a copyright assignment?

Copyright assignment refers to the transfer of copyright ownership rights from one party to another. Copyright owners have exclusive rights to their creative works, including the right to perform, display, distribute, reproduce, and create derivative works based on the original. These  rights are protected for a specified duration , typically throughout the life of a creation:

1. Copyright protection for works created by individual writers on or after January 1, 1978, begins at the time of creation and lasts for the author's life plus 70 years.

2. Copyright for anonymous or pseudonymous works (if the author's name is not revealed) and works done for hire are valid for 95 years from the date of first publication or 120 years from the date of creation, whichever expires first.

3. The copyright in joint works is valid for the life of the last living author plus 70 years.

Copyright assignment involves the assignor (the original copyright holder) transferring their rights to the assignee (the new copyright owner) through a written agreement. Key terms to understand include the assignor, assignee, consideration (something of value exchanged for the transfer), and the transfer of rights.

What are the types of copyright transfer?

Copyright assignments can be either: 

1. Exclusive : In an exclusive assignment, the assignee gains exclusive rights to use the copyrighted work.

2. Non-exclusive : In a non-exclusive assignment, the assignor retains the right to license the work to others. 

3. Partial : Partial assignments may also be considered, transferring only specific rights or territories.

What are the benefits of copyright assignment?

Copyright assignment offers several benefits to both creators and assignees:

Monetization

Assigning copyright allows creators or the copyright owner to monetize their personal property by selling or licensing their rights to others, providing opportunities for additional income streams.

Transfer of responsibility

By assigning copyright, creators can transfer the responsibility for managing and protecting their personal property rights to the assignee, relieving them of the burden of enforcement and administration.

Expanding reach

Assigning copyright to a larger entity, such as a publishing house or production company, can help creators reach a wider audience and expand the distribution of their works.

Legal protection

Assigning copyright provides legal protection against unauthorized use or reproduction of the work, allowing assignees to take legal action against infringers to protect their rights.

Collaboration opportunities

Copyright assignment facilitates collaboration between creators and businesses, enabling joint ventures and partnerships that can lead to creative synergies and mutually beneficial outcomes.

When do you need a copyright assignment?

The following situations may require you to think about assigning a copyright:

Collaborative projects

A copyright assignment may be necessary to establish ownership and distribution rights when working with others on a creative endeavor, such as authoring a book or making a movie.

Commissioned work

A copyright assignment can outline the ownership and usage rights for any work you are contracted to produce for someone else, including written articles, music compositions, and artwork.

Your employer may ask you to assign your copyright to them as part of your employment agreement if you produce intellectual property as part of your work, such as software code, marketing materials, or product designs.

Selling or licensing

A copyright assignment agreement will formalize the transfer of rights and set out the conditions of the transaction if you choose to sell or license your copyright to a third party, such as a publishing house, record label, or production studio.

Safeguarding your legacy

As you make plans, you should ensure that your creative works' management and preservation follow your instructions. You may create a clear plan for how your personal property will be managed after your death with the use of a copyright assignment.

Copyright assignment is required anytime you need to distribute or transfer ownership of your creative works in a way that is official and compliant with the law. All parties concerned benefit from its clarity and protection, which guarantees that the rights and obligations related to intellectual property are accurately established and respected.

What laws and regulations to follow for copyright assignment in the US?

Copyright assignment in the United States is governed by federal law, primarily outlined in the  Copyright Act of 1976 . This legislation provides the legal framework for copyright ownership and transfer, ensuring that assignments are enforceable and legally binding. In addition, the following points must be considered.

Ensuring validity and compliance : Precautions must be taken to guarantee the authenticity and validity of a copyright transfer. These include recording the assignment's conditions, getting the original express approval of the copyright owner, and making sure all legal requirements are met. To find and fix any possible validity issues, the written agreement must be legally reviewed. It might be advisable to visit the copyright office.

Legal requirements and formalities : A proper copyright assignment requires attention to legal requirements. One part of this is making sure the assignment agreement is in writing and signed by all parties. In addition to safeguarding the rights of both the assignor and the assignee, written agreements offer clarity and act as proof of the transfer of ownership.

What are the elements of a copyright assignment?

A copyright assignment agreement typically includes several essential components:

Identification of the parties involved (assignor and assignee)

This part identifies who is giving up the rights to the work (assignor) and who is receiving them (assignee).

Description of the copyrighted work

This describes the creative work being transferred, such as a book, song, or artwork.

Scope of rights being transferred

It specifies exactly which rights, such as reproduction, distribution, or adaptation rights, are being given up by the assignor and acquired by the assignee.

• Reproduction rights : These refers to the right to make copies or reproductions of the copyrighted work. For example, if the assignee has reproduction rights, they can produce copies of a book, music recording, or artwork.
• Distribution rights : These refer to the right to distribute copies of the copyrighted work to the public. This includes selling, renting, leasing, or otherwise making the work available to the public. For example, if the assignee has distribution rights, they can sell copies of a book in bookstores or distribute copies of a film through online streaming platforms.
• Adaptation rights : This refers to the right to create derivative works based on the copyrighted work. A derivative work is a new work that is based on or adapted from the original work, such as a movie adaptation of a book or a remix of a song. If the assignee has adaptation rights, they can create and distribute adaptations or derivative works based on the original copyrighted work.

Consideration exchanged for the transfer

Consideration refers to what the assignee gives to the assignor in exchange for the rights to the work. It could be money, goods, services, or other valuable benefits.

Signatures of all parties

All parties involved in the agreement need to sign it to make it legally binding. This ensures that everyone agrees to the terms of the copyright assignment.

The effective date of the assignment

This is the date when the transfer of copyright ownership becomes official and legally enforceable.

Recordation

Recordation involves officially documenting the copyright assignment with the appropriate government office, such as the U.S. Copyright Office. This provides a public record of the transfer.

No early assignment

This clause specifies that the assignor cannot transfer the rights to the work before a certain date or event specified in the agreement.

This clause is typically included to provide stability and certainty to both parties involved in the agreement. It ensures that the assignor cannot prematurely transfer the rights to the work, thereby disrupting the intended timeline or violating the terms of the agreement. This clause helps in:

• Protecting investment : The assignee may have invested time, resources, or finances into the agreement, and the "no early assignment" clause helps protect their investment by ensuring that the assignor cannot abruptly transfer the rights to someone else.
• Completion of obligations : The clause may specify that the rights cannot be transferred until either party fulfills certain obligations or conditions. This ensures that both parties fulfill their responsibilities before the rights are transferred.
• Preventing premature transfers : It prevents the assignor from transferring the rights to the work before the assignee has had sufficient time to benefit from the assignment or before certain milestones are reached.
• Maintaining stability : This clause helps maintain stability by establishing a clear timeline for the transfer of rights and prevents unexpected changes or disruptions to the agreement.

Assignor’s representations

The assignor or the copyright holder may need to make certain statements or assurances about the work being transferred, such as confirming that they are the rightful owner of the copyright. The reasons being:

• Legal assurance : By making representations about the work being transferred, the assignor provides legal assurance to the assignee that they have the rightful ownership of the copyright. This helps establish the validity and authenticity of the transfer.
• Protection against claims : The representations serve as protection for the assignee against any claims or disputes regarding the ownership of the copyright in the future. If the assignor falsely represents themselves as the rightful owner, they may be held liable for any resulting damages.

This section outlines how the agreement can be modified or amended in the future if necessary.

A waiver clause specifies whether any rights or obligations under the agreement can be waived by either party and under what circumstances.

Now that you know the elements of a copyright assignment agreement, you may create one with greater clarity and detail by following the above list. This involves defining the rights being transferred accurately, including any restrictions or conditions, and, if required, obtaining legal counsel. A well-written contract helps in avoiding miscommunications and conflicts.

You can also use pre-made templates, like the copyright assignment template provided on this page, to speed up the process of drafting a copyright transfer agreement. Templates provide the agreement structure, which makes it simpler to modify and tailor to particular requirements. 

What are the consequences of copyright infringement?

Copyright infringement carries several consequences, both legal and reputational, including:

1. Legal liability

Infringers may be liable for legal action, including injunctions, damages, and attorney fees, which can result in financial losses and potential reputational damage.

2. Loss of revenue

Infringement of copyright can result in lost revenue for creators and assignees, as unauthorized use of their works deprives them of potential licensing or sales opportunities.

3. Damage to reputation

Infringement can damage the reputation of creators and assignees, harming their credibility and trustworthiness in the eyes of consumers and business partners.

4. Diminished control

Copyright infringement devalues the control that creators and assignees have over their intellectual property, diminishing their ability to dictate how their works are used and distributed.

5. Erosion of rights and potential public domain status

Failure to enforce copyright protections can lead to the gradual loss of rights over time. Infringers may exploit this lapse by arguing that the works have entered the public domain or that they have acquired rights through long-term usage. This underscores the importance of proactive enforcement to safeguard intellectual property rights.

To sum up, copyright assignment is an essential tool that helps creators properly manage and safeguard their personal property rights. Through formal agreements, creators may transfer ownership of their works and open up new avenues for profit, cooperation, and reach. Nonetheless, the consequences of copyright infringement highlight how important it is to enforce and defend these rights with care. Creators and assignees may confidently handle the complicated world of intellectual property and secure the existence and success of their creative activities for future generations by knowing and following copyright assignment standards. 

Frequently asked questions

What does a copyright assignment mean.

The creator of intellectual property protected by copyright can sell that material and transfer the copyright to a buyer. A copyright assignment clarifies the terms of the transfer of ownership to a new person or business.

Here's the information you'll need to have handy to complete your copyright assignment:

• Who it's coming from (original owner) : Determine if a business or individual is sending the document and have the assignor’s name and contact information ready
• Who it's going to : Know who this document is going to and have the individual or business name and contact information of the assignee ready
• Copyright registration information : Identify the material's title, registration number, and date
• Payment : Decide the sale amount and when the buyer needs to pay

What is the process of assignment of copyright?

Transferring ownership of creative works through a formal agreement is the process of assigning copyright. In this arrangement, the parties typically identify themselves, describe the copyrighted work, specify the rights being transferred, exchange compensation, obtain signatures, and register the assignment with the relevant authorities for legal recognition.

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• Assignment of Copyright

An assignment of copyright (sometimes referred to as a sales agreement for copyright, the sale of copyright, or a bill of sale for copyright) is an agreement whereby the owner of the copyright of the work transfers his ownership to another.

Generally speaking, the buyer (assignee) can do with the work as he pleases: destroy it, license others to use it, make money from it in any way and on-sell the rights to another party.

To be valid, an assignment of copyright (see our free legal form lower down on this page) must be in writing, signed by or on behalf of the assignor (i.e. owner). It must be clear about the subject of the assignment; i.e. what copyright in which work is being assigned.

Remember that one work may have many copyrights!

For example, a movie will (or may) have literary, music, cinematography, photographic, broadcast, choreographic (etc.) rights. Whilst an out and out assignment will cover all such rights, it is possible to separate out what is to be assigned. The same applies for different countries.

IMPORTANT NOTE: Please refer to our main Copyright page for more information on copyright law, infringement of copyright and more related free legal forms.

As the owner of copyright in a work considering assignment you should assess whether l icensing your copyright is not a better option. In this case you retain ownership, and only license certain rights to another party.

You will be well advised to consult with your copyright attorney on your best course of action.

Note: It is important for employers to either include an assignment of copyright clause in their employment contracts or independent contractor agreement , or to have a separate agreement signed by employees or freelancers.

THE PARTIES TO THIS AGREEMENT ARE:

The Owner :_______________________________________________

Address:_________________________________________________

Contact Details:_________________________________________

The Assignee :____________________________________________

1. The Owner warrants that he/she is the sole creator and/or owner of all copyrights in the Work, and that he/she has full power to enter into this Agreement and that this Agreement does not infringe the rights of any third party.

3. The Owner agrees that the Assignee shall from here on own the said copyrights in the Work, to benefit and dispose of these rights in any way and at his/her sole discretion.

4. The Parties agree that ownership of the copyright work shall revert back to the assignor or his/her legal successors and assigns on the _____day of __________________ 20____ or at any time before as agreed to in writing by both parties. Where no date or jurisdiction is specified, the parties agree that the duration of assignment of ownership in the copyright work(s) shall be determined by the laws of the jurisdiction in which the agreement is concluded.

5. The Parties agree that this Agreement shall be binding upon the legal successors and assigns.

6. The Owner agrees to sign all necessary papers to procure registration of, or as further necessary to effect the assignment under this Agreement, as and where necessary.

7. In consideration of this Assignment of Copyright the Owner acknowledges receipt of due and sufficient consideration.

Signed at ___________________________ on this __________ day of __________________________20_______.

Owner: ________________________________

Assignee: _____________________________

Assignment of Copyright - Alternative Clause

In #2 of our agreement above we make provision for a detailed description of which copyrights are specifically assigned. If you want to make it all inclusive , without exceptions, you can change the wording to:

2. The Owner does hereby assign and transfer to the Assignee all copyrights arising from the agreement between the Owner and Assignee, including any and all commissioned works without reservation or exclusion.

Duration of an Assignment of Copyright

It is important to note that the assignment of ownership in copyright work(s) is not permanent, because copyright in itself does not last forever.

That said, failing to provide a clause in the agreement that clearly defines the term (or duration) of the assignment, will mean that the laws governing the jurisdiction in which the agreement was concluded (signed) will determine the term of the agreement.

An example of this would be Spain and Brazil, where the default term of an assignment agreement, unless otherwise stipulated, will be 5 years from the date the agreement was concluded.

Incidentally, in Germany, there cannot be an assignment of copyright, but copyright can be licensed.

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Copyright Assignment Agreement

A Copyright Assignment Agreement ("Assignment Agreement") is a legal document that facilitates the transfer of ownership of copyrighted work from the original creator or owner, known as the "Assignor", to another person or entity, known as the "Assignee".

There are different classes of copyright including:

• Literary works such as books, poems and articles.
• Musical works such as songs, and instrumental pieces.
• Artistic works such as paintings, drawings, photographs, and sculptures.
• Dramatic works such as plays and screenplays.
• Cinematographic works such as films and videos.
• Sound recordings such as music albums, and audiobooks.
• Computer programs and software.
• Broadcasts such as radio and television programmes.

It is optional to register the copyrighted work with the Registrar of Copyrights through Copyright Office . It is important to note that copyrighted protection arises automatically upon the creation of a work . However, registering copyrighted work provides additional legal benefits , such as evidence of ownership and the ability to seek legal remedies in case of infringement of copyrighted work (someone without authorization using it).

As per the copyright Act, 1957 , the assignment of copyright has to be done by execution of the assignment deed in writing. Both the registered and unregistered copyright under the Act can be assigned to a third party.

An Assignment Agreement is different from a License Agreement . Under an Assignment Agreement, the Assignor gives away all or major rights over the copyright for a fixed amount or consideration and may not be entitled to use such copyright.

On other hand, under the License Agreement , the copyright owner grants permission to another person to utilize the copyright in a particular manner for a limited period of time. In this case license agreement should be used instead.

The Assignment Agreement can be of two types:

(1) Assignment with goodwill

The Assignor transfers absolute rights and values associated with the copyright to the Assignee. After entering into this Agreement, the Assignor will not be able to use any works related to the copyright.

For example, ABC Ltd owns various copyrighted works under the label "Evergreen production", if the copyright is assigned with goodwill, all the works associated with Evergreen productions will belong to the Assignee.

(2) Assignment without goodwill

Under this type of the assignment, the copyright related to particular work will be assigned to the Assignee and the Assignor will retain the right to use and assign the works which are not assigned to the Assignee under this Agreement.

For example, XYZ Ltd publishes books under the label "Green Publication" by assigning a book named "Nurture Nature", the Assignee cannot use other works under Green Publication.

How to use this document?

This Agreement covers the following major provisions:

Parties: The type and details of the parties i.e. Assignor and Assignee are included under this Agreement. The Parties can be an individual, company, partnership, LLP and so on. Description of copyright: the details about the copyright can be mentioned under this Agreement. If required, a detailed description can be mentioned under Schedule-A to the Agreement. Assignment of copyright: defines the assignment of copyright and denotes whether the copyright is assigned with or without goodwill. Consideration: It includes the method of calculation of consideration payable by the Assignee, how it will be paid to the Assignor and who will bear the cost of GST (Goods and Services Tax) payable on such transaction. This clause also includes the penalty for any late payment of Consideration by the Assignee. Warranties: The warranties or promises by both the Assignor and Assignee regarding their capacity to enter into this Agreement, ownership over the copyright, compliance with the terms of this Agreement and laws are included. If required, such additional warranties can be mentioned under this clause. Confidentiality: Under this, both parties agree not to disclose confidential information including trade secrets, know-how, plans and so on to any third parties. If required, a separate detailed non-disclosure agreement can be signed between the parties.

If the period of assignment is not mentioned in the Assignment Agreement, by default, the assignment period will be 5 (five) years . If the territory of the assignment is not mentioned in the Assignment Agreement, the default territory would be India.

Once the details are filled in, this Agreement can be printed on non-judicial stamp paper of value prescribed by the concerned state where this Agreement is executed. The Agreement must be signed by two independent witnesses who are not a party to this Agreement or must be notarized by a notary located where this Agreement has been executed. Both witnesses and notarization also can be done.

Applicable Law

The assignment of copyright is covered under the Copyright Act, 1957 .

An Assignment Agreement is a contract and general principles of the Indian Contract Act, 1872 will be applicable.

How to modify the template?

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Guides to help you

• What to do after Finishing a Contract?
• When and how to Notarize a Document?
• Essential Factors for Successful Copyright Assignment: Protecting Rights and Avoiding Disputes

Copyright Assignment Agreement - Sample, template

Country: India

Intellectual Property and New Technologies - Other downloadable templates of legal documents

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• Post published: October 19, 2021
• Post author: Shaina Jones Magrone, Esq.

Work-For-Hire Clause And Copyright Assignment Agreements

Secure your intellectual property.

Hiring independent contractors (ICs) can be an essential way to boost productivity and streamline your resources, especially during the startup phase, when you have limited access to capital and can’t afford to hire a full roster of employees.

And even after your operation grows beyond its fledgling period, contractors are often vital for completing one-off projects or rounding out your team during particularly busy periods. That said, working with ICs also creates a number of unique legal and financial risks for your company.

Outside of the risk of getting sued or hit with hefty fines for misclassifying an employee as a contractor , you must also be careful to properly secure ownership of anything an IC creates for you. This is particularly true when it comes to intellectual property (IP).

Make Sure You Actually Own The Work You Pay For

Unlike employees, with whom you generally own automatic copyrights to everything they produce while working for you, ICs typically retain full copyrights to their work—unless they’ve signed a written agreement stating otherwise.

Indeed, if you don’t have properly drafted agreements in place, you may not even own the work you pay ICs to produce for you.  A colleague of mine learned this the hard way during her early days as a lawyer when she hired a friend to create a website for her law firm that had some pretty fancy bells and whistles.

When that colleague went to move the website to a different developer, her friend claimed the source code was his, and he said she’d have to pay him $25,000 on top of the $25,000 she’d already paid him because they didn’t have an agreement containing a “work-for-hire” clause.

Because this colleague trusted her friend, she figured she didn’t need a formal written agreement to govern their relationship, and in doing so, she didn’t own the website she had paid her friend, the developer, to create as an independent contractor. And this is true of all creative works of authorship you might hire an IC to produce, including graphic design, written content, software, computer code, photos, videos, and other content.

Fortunately, it’s fairly easy to secure full ownership of such works by using the proper legal agreements. However, this is only possible if you actually put such agreements in place with every IC you work with—and yes, this means every single person, even those you may have worked with for years without a single problem.

Work-For-Hire Clause

When it comes to using legal agreements to secure ownership of the work you hire an IC to produce, you have a couple of options. One option is to include a work-for-hire clause in their independent contractor agreement.

A work-for-hire clause states that you, not the IC, own all copyrights to the deliverables he or she produces for you under the agreement. Such a clause effectively makes it as if you created the work yourself, and as such, it allows you to use the work in any way you wish.

Just be sure to have the IC sign the agreement before he or she starts working. If not, it may be too late to acquire full ownership. Additionally, work-for-hire clauses only cover certain types of materials. According to the U.S Copyright Office, in order for a work-for-hire clause to apply, the work being created must fall into one of the following nine categories:

• a contribution to a collective work, such as a magazine or anthology
• a part of an audiovisual work or movie
• a translation
• a supplementary work, such as a forward, editorial notes, appendix, bibliography, or chart
• a compilation created by selecting and/or arranging preexisting works
• an instructional text
• answer materials for a test

It is important to point out that if the work you hired an IC to create does not fall into one of these nine categories, a work-for-hire clause would not give you full ownership. This catches many business owners by surprise, who falsely assume having such a clause is all they need. If the work you are paying for doesn’t fit into these categories, you will need a different type of agreement.

Copyright Assignment

For works that fall outside of the work-for-hire domain, you will need to include an assignment clause in the contractor’s agreement, in which the IC transfers some or all of their copyrights to your business. Without this clause, the IC would retain all rights to the work, even if the agreement contained a work-for-hire clause.

Adding an assignment clause to the IC’s agreement is fairly simple, and for maximum protection, you can even include such a clause alongside a work-for-hire provision. Simply add a brief clause stipulating that if the work is not deemed a work for hire, the IC assigns all copyrights to your company. Contact us today to ensure you have proper agreements in place.

Don’t Do-It-Yourself

Although both work-for-hire and copyright-assignment clauses are not difficult to create, because each work is unique, there is not a specific template or generic form that would cover every job. What’s more, the wording of each agreement is important, and some states require specific language for work-for-hire agreements. 

Given this, you should steer clear of generic legal agreements you find online, and consider having Artisan Law TM review your IC agreements, even if they were drafted by another lawyer. Whether you need your existing agreements reviewed or need help creating new contracts, we can support you in developing sound employment agreements that will give you the most comprehensive ownership rights possible with every contractor you hire.

This article is a service of  Artisan Law, P.C. .  We offer a complete spectrum of legal services for businesses and can help you make the wisest choices on how to deal with your business throughout life and in the event of your death. We also offer a LIFT Start-Up Session™ or a LIFT Audit for an ongoing business, which includes a review of all the legal, financial, and tax systems you need for your business. Call us today to schedule.

Contact us today to schedule your appointment.

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