Copyright Assignment
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Copyright Assignment

Copyright Assignment

This copyright assignment is between , an individuala(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 AssignorAssignee 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. 



Date: _________________


By:__________________________________________
Name:
Title: 


Date: _________________


By:__________________________________________
Name:
Title: 

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EXHIBIT A
LIST OF WORKS TRANSFERRED

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Author Name Title of Work Registration Number Registration Date

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EXHIBIT B
FORM OF COPYRIGHT ASSIGNMENT

For good and valuable consideration, the receipt of which is hereby acknowledged,  an individuala(n)  (the "Assignor") hereby assigns to an individuala(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.



Date: _________________


By:__________________________________________
Name:
Title: 
NOTARIZATION:


Date: _________________


By:__________________________________________
Name:
Title: 
NOTARIZATION:

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ATTACHMENT A (TO EXHIBIT B)
ASSIGNED COPYRIGHTS

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Author Name Title of Work Registration Number Registration Date

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