COPYRIGHT ASSIGNMENT AGREEMENT
THIS COPYRIGHT ASSIGNMENT AGREEMENT ("Agreement") is made and entered into as of [Date] ("Effective Date"),
BETWEEN:
[Assignor Name], an individual/entity located at [Address] ("Assignor"),
AND:
[Assignee Name], a [State] [corporation/LLC], with its principal place of business at [Address] ("Assignee").
WHEREAS, Assignor is the owner of certain copyrightable works; and WHEREAS, Assignee desires to acquire all right, title, and interest in such works;
NOW, THEREFORE, in consideration of the mutual covenants and the payment described herein, the Parties agree as follows:
1. DEFINITIONS
1.1 "Work" means the copyrightable work(s) described in Exhibit A, including but not limited to all drafts, notes, sketches, and preparatory materials created by Assignor.
1.2 "Copyright" means all rights under copyright law, including the rights to reproduce, distribute, display, perform, and create derivative works.
1.3 "Derivative Works" means any work based upon the Work, including translations, adaptations, modifications, compilations, and any other form in which the Work may be recast, transformed, or adapted.
1.4 "Territory" means [worldwide/specified territory].
1.5 "Term" means the full term of copyright protection available under applicable law, including any extensions and renewals.
2. ASSIGNMENT OF COPYRIGHT
2.1 Grant of Assignment. Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all right, title, and interest in and to the Work and the Copyright therein, throughout the Territory, for the full Term, including: (a) the right to reproduce the Work in any form or medium; (b) the right to distribute copies of the Work; (c) the right to publicly display and perform the Work; (d) the right to create Derivative Works; (e) the right to license, sublicense, or transfer any or all of the foregoing rights; (f) the right to register the Copyright in any jurisdiction.
2.2 Future Works. If applicable, this assignment extends to any future works created by Assignor within the scope described in Exhibit A during the period of [Date Range].
2.3 Chain of Title. Assignor represents that the Copyright has not been previously assigned, licensed, pledged, or encumbered in any way, and that Assignor has full authority to make this assignment.
3. MORAL RIGHTS
3.1 To the extent permitted by applicable law, Assignor hereby irrevocably waives and agrees not to assert any and all moral rights (including rights of attribution and integrity) in the Work.
3.2 In jurisdictions where moral rights cannot be waived, Assignor agrees not to exercise such rights in a manner that would interfere with Assignee's exercise of the assigned Copyright.
3.3 Assignor consents to any modifications, adaptations, or uses of the Work by Assignee or its licensees without requiring attribution to Assignor.
4. CONSIDERATION
4.1 Payment. In consideration for the assignment of the Copyright, Assignee shall pay Assignor a total of $[Amount] ("Assignment Fee"), payable as follows: (a) $[Amount] upon execution of this Agreement; (b) $[Amount] upon [milestone/date].
4.2 Royalties. [If applicable: In addition to the Assignment Fee, Assignee shall pay Assignor a royalty of [Percentage]% of net revenues derived from the Work, payable [quarterly/annually] with accompanying statements of account.] [If not applicable: No royalties or additional payments shall be due beyond the Assignment Fee.]
4.3 Sufficiency. Assignor acknowledges that the consideration set forth herein is fair and adequate.
5. REPRESENTATIONS AND WARRANTIES
5.1 Assignor Represents: (a) Assignor is the sole author and owner of the Work; (b) the Work is original and does not infringe upon any third-party intellectual property rights; (c) the Work has not been published under conditions that would affect this assignment; (d) there are no pending or threatened claims regarding the Work; (e) Assignor has full legal capacity to execute this Agreement.
5.2 Assignee Represents: (a) Assignee has the authority to enter into this Agreement; (b) Assignee shall use the Work in compliance with applicable laws.
6. INDEMNIFICATION
6.1 Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) any breach of Assignor's representations and warranties; (b) any claim that the Work infringes upon third-party rights.
6.2 Assignee shall indemnify Assignor from claims arising from Assignee's use of the Work in a manner not contemplated by this Agreement.
7. FURTHER ASSURANCES
7.1 Assignor agrees to execute any additional documents and take any further actions reasonably necessary to perfect, protect, and enforce Assignee's rights in the Copyright, including Copyright registration applications.
7.2 Assignor hereby irrevocably appoints Assignee as Assignor's attorney-in-fact to execute such documents on Assignor's behalf if Assignor is unable or unwilling to do so.
8. REGISTRATION
8.1 Assignee shall have the right to register the Copyright in any jurisdiction in its own name. Assignor agrees to cooperate fully with any registration efforts.
9. CONFIDENTIALITY
9.1 The terms of this Agreement, including the Assignment Fee, shall be kept confidential by both Parties, except as required by law or with prior written consent.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Jurisdiction], without regard to its conflict of law provisions.
10.2 Any disputes arising under or in connection with this Agreement shall be resolved in the courts of [County/City], [State], and each Party consents to the exclusive jurisdiction thereof.
11. SEVERABILITY
11.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
11.2 Any invalid provision shall be modified to the minimum extent necessary to make it valid while preserving the Parties' original intent.
12. ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
12.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
13. NOTICES
13.1 All notices required under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; or (c) nationally recognized overnight courier, addressed to the respective Party at the address set forth above.
13.2 Notices shall be deemed received upon: (a) personal delivery; (b) three (3) business days after mailing; or (c) one (1) business day after deposit with overnight courier.
14. FORCE MAJEURE
14.1 Neither Party shall be liable for failure to perform its obligations if such failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party telecommunications or power supply.
DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Parties should consult with qualified legal counsel before executing this agreement.
SIGNATURES
[PARTY A / FIRST PARTY]:
Signature: _________________________
Name: [Full Name]
Title: [Title]
Date: __________
[PARTY B / SECOND PARTY]:
Signature: _________________________
Name: [Full Name]
Title: [Title]
Date: __________
