Copyright License Agreement for Written Work - Free Template

Date:______________________________

By:____________________________________________________________

Name:

Title:

Date:______________________________

By:____________________________________________________________

Name:

Title:

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 license agreement for written work: How-to guide

A company looking to obtain a license in property (including written materials) must be sure that the licensor does, in fact, have title to the desired items. A properly drafted copyright license agreement can help in these circumstances.

A non-exclusive copyright license agreement allows the licensee to use (but not own) the owner’s creative works. Licensing can help a company obtain the rights needed to sell or manufacture its own products effectively and easily while lending the licensee an established name and reputation. The marketing efforts made by the licensee will, in turn, benefit the licensor’s works and reputation.

Use a copyright license agreement to allow another party to use a copyrighted written work. Provide detailed information about how the material will be used and the extent of its incorporation into a publication or other work. The agreement ensures that the copyright holder’s rights are protected, and the licensee gets the rights to the material needed to complete its work.

What’s a copyright?

A copyright is a form of protection provided by federal law to creators of “original works of authorship.” This includes literary, dramatic, musical, and artistic works, both published and unpublished. The author of a copyrighted work can prevent others from copying, performing, or using the work without its consent. Because of this, any third party intending to reprint a portion of the copyrighted work must first obtain permission from the licensor. Failure to do so could result in a lawsuit and substantial fines.

What are the benefits of copyright licensing?

Buying and selling property is crucial for an organization's survival. Excessive intellectual property can burden a company with additional costs, such as maintaining registrations, defending against claims, and marketing final products.

Licensing intellectual property rights can have an immediate positive effect on a company’s finances, generating revenue and decreasing costs.

What’s the difference between exclusive and non-exclusive licenses?

In exclusive license agreements, one licensee becomes the sole owner of the licensor’s work. This is basically a transfer of ownership rights. The exclusive licensee can further use the copyright, assign it to a third party, or sue a third party for infringement.

In non-exclusive license agreements, more than one party can gain the rights and become the licensee of the creator’s work. However, they can’t own the creation and only have the right to use the copyright. They can’t assign to a third party or sue a third party for infringement; these can be done by the creator only.

Can you use copyrighted work from the public domain?

Another type of material that doesn’t require prior written consent to republish is work existing in the public domain. A work in the public domain isn’t simply a work that is publicly available; it is a work that is either not currently or never protected by copyright. Public domain works generally fall into one of the following categories:

General information (e.g., facts or numbers)
Materials created by the U.S. government
Items that had copyrights that expired because of time or because the holder didn’t renew the copyright
Materials created before 1989 that lacked proper copyright notices

What are copyright violations?

Not every use of another person’s copyrighted material will be considered a copyright violation. There is a concept in American copyright law called “fair use.” This concept identifies that using copyrighted work for criticism, comment, news reporting, teaching, scholarship, and research is qualified as fair use.

It isn’t easy to determine whether unauthorized use is fair use or not. Hence, some factors help in this, such as,

The purpose of the use
The nature of the copyrighted work
The amount used
The effect of the use on the market or value of the copyrighted work

The best practice is to obtain permission from a copyright holder in every context rather than risk the damages and costs that could result from a lawsuit.

How to find a copyright holder?

Determining who holds the copyright in a given work can be complicated, but here are certain basic steps that can help in most situations:

If you’re using material initially published in a book, the copyright holder may be listed on the page after the title page.
If you’re using material initially published in a journal or periodical, contact the publisher. The publisher usually owns the copyright in all of the work’s contents. Information on the publisher of a journal or periodical can usually be found in the masthead.

If you can’t find information on the copyright holder of the material you wish to reprint, contact the U.S. Copyright Office (USCO) or review the records available on its website.

Importance of recording copyright license in the U.S. Copyright Office (USCO)

A copyright license is typically accomplished through a contract, like the written agreement form above. Although not technically required, licenses can also be recorded with the USCO to provide notice of the document’s existence. The advantage of this recording is that it provides a public record of the license and may establish priority rights if there is a dispute about whether or not a transfer is valid.

The USCO encourages registrants to use a “Document Cover Sheet” to facilitate such recordings. If you decide to file a Document Cover Sheet, provide at least two copies of this form with the license itself. There is a fee for this recording, currently $95 for each title.

Is there a validity to a copyright license?

A copyright license granted doesn’t have to be forever and doesn’t need to be a complete or exclusive license. You can grant a transfer for a specific time, in an area, or for a medium (e.g., allow online use but not film use).

Key elements in copyright license agreements for written work

A copyright license agreement constitutes the following instructions that’ll help you understand its terms. Please review the entire document before starting your step-by-step process.

Introduction of parties

This section identifies the document as a copyright license agreement. Write in the date when the agreement is signed, and identify the parties and what type of organization they are.

The “licensor” is the copyright owner who gives permission (or “license”) to use the underlying material, and the “licensee” is the party that asked for permission to use that material.

Recitals

The “whereas” clauses, referred to as recitals, offer key background information about the parties and the agreement. In this document, the recitals include a simple statement of the intent to license rights in the material.

Provide specific details about the material that’ll be reprinted. Include a reference to the chapter, page, line opening, and closing words, and an approximate number of words.

Grant of license

This section extends and accepts the license of the copyrights (and, therefore, the right to reproduce and distribute the material). Once the license is specifically granted, describe specifically where the material will be published and how it’ll be used.

Include the title of the publication that’ll reprint the previously published material. Include any additional information about the author, editor, or compiler of the new work, the publisher, and its address.
Add the publication type (e.g., trade edition, paperback, hardback, CD-ROM, DVD, Intranet, magnetic media, etc.) and as many other details as possible about the new publication. For example, consider providing relevant information about:
- Publication date(s)
- Expected retail price
- Total expected sales (or distribution) for the (edition of) publication
- No. of pages (entire publication)
- No. of pages (requested material)
- No. of printed copies
- Circulation (e.g., countries, special markets, etc.)
Describe how and where the material can be used. For example, will the licensee be allowed to perform the material? Use it in advertising? Be sure to include any relevant limitations on the material’s use.

No assignment or transfer

Unlike an assignment, in which an owner’s entire interest is transferred to the buyer, this agreement gives the licensee only specific, listed rights. The licensee can’t resell or transfer its rights, which are only partially and temporarily provided. This section reiterates that fact and requires the licensee to obtain the licensor’s written permission if it wants to do an assignment or transfer.

Restrictions

This section lists the restrictions on the licensee while using the licensor’s material, e.g.,

The licensee is allowed to use the material only in the ways specifically stated in the agreement. Any use beyond that is considered against the law.
The licensee can’t revise the material in any way.

Credit and samples

This section allows the parties to specify how the licensor will be credited for the licensee’s use of the material. It also explains that credit must be given to the licensor or the author in any publications that use the material as a jumping-off point.

The licensee shall give the licensor a copy of any collective work or derivative work, any ads used to promote the material, and any writing that criticizes the material.

Fees

This section mentions that the licensee is giving money (sometimes called “consideration”) to be able to use the licensor’s property. There are different ways how the licensee gives money to the licensor, such as:

The licensor will receive a license issue fee for the ability to use the material.
The licensee will pay a percentage of every sale it makes using the material to the licensee, which is called the royalties. This amount is directly tied to the licensee’s sales.
The licensor will receive a minimum royalty payment annually. If this payment isn’t made, the licensor has the right to terminate the agreement.
The licensor may choose to receive a set payment by the licensee as a one-time lump-sum fee or a set of installment payments made over time.

Maintenance of records and audit rights

This section mentions the need to maintain accurate books and records of the sales made. This is particularly important when the parties have decided to compensate the licensor with royalty payments.

You can also mention how to handle underpayment or overpayment of royalties by the licensee to the licensor.

Delivery of materials

This section lets the parties specify how the licensee will provide the material.

Ownership and use of materials

This section clarifies that the licensor owns the copyright in the material and isn’t transferred to the licensee through this agreement.

Representations and warranties

This section helps both parties state that they have the right to enter into the agreement and that they won’t violate any other contract they’re a part of.

You can also define the conditions required for the licensor to enter the arrangement, such as:

They’re the only person or company with the authority to license the material.
The material isn’t copied from anywhere and hasn’t fallen into the public domain (either because of failure to maintain the copyright or by expiration).
They haven’t sold or transferred all of their rights in the material to any third party.
They don’t believe that the material has been taken from any third party without authorization (e.g., deliberate plagiarism of another writer’s work).
They don’t know of any permissions that must be obtained for the license to be granted. In other words, once the agreement is signed, the grant will be effective without anyone else’s input.

If the parties want to include additional representations and warranties, they can do so here.

Documentation

This section relates to recording the licensing agreement with the U.S. Copyright Office by sending a copy of the agreement to that agency. Providing notice that the licensee has the right to use the material can protect it from any claim relating to infringement or claims by third-party licensees that they didn’t know about.

Indemnification

This section describes each party’s future obligations if the material is found to infringe on a third party’s rights. You can mention who’ll be solely responsible for infringement and pay all expenses and costs relating to the claim.

Termination

This section explains that some actions or events by the other party, including certain wrongful actions on the part of the licensee, will cause the agreement to end early. It also mentions whether the licensee can use the licensor’s work post-termination or not.

Successors and assigns

The following provision specifies that the parties' rights and responsibilities shall be transferred to any successor organizations (if any exist) and to organizations that have been lawfully assigned such rights and obligations.

No implied waiver

This clause states that allowing one party to ignore an obligation under the agreement doesn't waive the other party's right to enforce that obligation in the future.

Notice

This section contains the addresses where official or legal correspondence should be sent for both the licensee and the licensor, along with each party's registered or certified mail address.

Governing law

This particular clause allows the parties to select the applicable law that’ll govern the interpretation of the document.

Counterparts; electronic signatures

This section clarifies that even if the parties are in different locations or use electronic devices to sign the agreement, all the separate pieces will still be considered as part of the same agreement. This provision guarantees that business can be conducted efficiently without compromising the validity of the entire agreement.

Severability

This section ensures the validity of the agreement as a whole. If a law invalidates a part of it, only that section would be nullified, leaving the rest enforceable.

Entire agreement

This confirms the parties’ agreement that the document they’re signing is “the agreement” about the issues involved.

Headings

This part informs that the section headings included at the start of each part of the agreement are intended solely to help organize the document and shouldn’t be viewed as functioning components of the agreement itself.

Frequently asked questions

What's a copyright license agreement for written work?

Whether you want to republish an author's essay in your anthology, a blog post on your company's site—or even shoot someone's script for TV, you'll need the copyright holder's permission first to republish writing. A copyright license agreement allows you to republish or create your work from someone else's writing.

How do I write a copyright license agreement?

To write an effective copyright license agreement for written work, you'll need the following information:

Who wrote it: Have the name and contact information of the licensee ready
Who's licensing it: Have the name and contact information of the licensor ready
How it can be used: Know how the written work will be used and whether there are any restrictions
How the copyright holder gets paid: Know if the licensee will be paid in flat fees or royalties




Date:______________________________	By:____________________________________________________________
	Name: Title:




Date:______________________________	By:____________________________________________________________
	Name: Title: