This copyright assignment is between
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
3. RECORDATION.
In order to record this assignment with the United States Copyright Office, within
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.
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.
Date: _________________ | By:__________________________________________ |
| Name: | |
Date: _________________ | By:__________________________________________ |
| Name: |
[PAGE BREAK HERE]
EXHIBIT A
LIST OF WORKS TRANSFERRED
| add border | |||
|---|---|---|---|
| Author Name | Title of Work | Registration Number | Registration Date |
[PAGE BREAK HERE]
EXHIBIT B
FORM OF COPYRIGHT ASSIGNMENT
For good and valuable consideration, the receipt of which is hereby acknowledged,
Each party is signing this agreement on the date stated opposite that party's signature.
Date: _________________ | By:__________________________________________ |
| Name: | |
| NOTARIZATION: | |
Date: _________________ | By:__________________________________________ |
| Name: | |
| NOTARIZATION: | |
[PAGE BREAK HERE]
ATTACHMENT A (TO EXHIBIT B)
ASSIGNED COPYRIGHTS
| add border | |||
|---|---|---|---|
| Author Name | Title of Work | Registration Number | Registration Date |
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.
Employment
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.
Amendments
This section outlines how the agreement can be modified or amended in the future if necessary.
Waiver
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.
Conclusion
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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