assignment of future copyright

Legal Steps for Copyright Assignments

To secure a legally binding copyright assignment, it is vital to follow a structured approach. Determine ownership and rights by identifying the creator or authors of the work. Clearly define the assigned work and its scope, including key characteristics and components. Establish assignment terms, including the grant clause, warranty clause, and termination provisions. Execute the assignment agreement in accordance with relevant jurisdiction laws, obtaining signatures from both parties in the presence of witnesses. Record the copyright office filing, submitting the required forms and fees. Finally, fulfill post-assignment obligations, including ongoing support and notification of updates. By following these steps, parties can confirm a valid and enforceable copyright assignment, and unravel the intricacies of this complex process.

Table of Contents

Determine Ownership and Rights

In the context of copyright law, determining ownership and rights involves identifying the creator or authors of the work, as well as any subsequent assignments or transfers of those rights. This is crucial in establishing the legal foundation for copyright assignments. The creator of an original work is typically considered the initial copyright owner, possessing exclusive rights to reproduce, distribute, and display the work. However, in cases where multiple authors are involved, copyright ownership may be shared or jointly held.

In the realm of intellectual property, understanding copyright ownership and rights is vital for creators, licensors, and licensees. Creative Commons licenses, for instance, provide a framework for creators to waive certain rights and permit others to use their work under specific conditions. When determining ownership and rights, it is essential to consider any applicable licenses, contracts, or agreements that may affect the scope of copyright protection. By accurately identifying the owners and rights holders, parties can ensure that copyright assignments are valid, enforceable, and comply with relevant laws and regulations.

Identify the Assignor and Assignee

The assignor, typically the original copyright owner or a subsequent rights holder, is the party that transfers or assigns copyright ownership to another entity, known as the assignee. In the context of copyright assignment, it is essential to accurately identify these entity roles and party capacities. The assignor, as the transferor of rights, must have the legal capacity to assign the copyright, ensuring that they are the rightful owner or have been granted the authority to transfer the rights. Conversely, the assignee, as the recipient of the assigned rights, must also have the legal capacity to receive and exercise the assigned copyright.

A clear understanding of these roles and capacities is crucial to validate the assignment and ensure its enforceability. Any ambiguity or uncertainty regarding the assignor's or assignee's capacities can lead to potential disputes or challenges to the assignment's validity. Therefore, it is vital to carefully define and establish the entity roles and party capacities involved in the copyright assignment, ensuring a clear and unambiguous transfer of rights.

Define the Assigned Work

When defining the assigned work, it is crucial to accurately describe the work product, outlining its key characteristics, features, and components. This description will form the basis of the scope of assignment, which clarifies the specific rights being transferred. By establishing a clear understanding of the assigned work, parties can guarantee a seamless ownership transfer, minimizing potential disputes and ambiguities.

Work Product Description

Five key elements typically comprise a thorough work product description, defining the scope of the assigned work. This description serves as a foundation for the copyright assignment, providing all parties involved with a clear understanding of the work being transferred.

A thorough work product description helps prevent misunderstandings and verifies that the assigned work meets the requirements of the copyright assignment. By including these vital elements, parties can establish a clear understanding of the scope of the assigned work.

Scope of Assignment

In defining the scope of assignment, it is vital to clearly outline the specific work products, services, or deliverables that are being transferred or assigned, as this delineation will have a direct impact on the copyright ownership and future use of the work. This scope definition should span the specific intellectual property rights being assigned, including any derivative works, modifications, or adaptations. The scope of assignment should also specify the assignment duration, outlining the timeframe during which the assignee will have control over the assigned work. Additionally, jurisdiction rules should be considered, as the laws governing copyright assignments may vary depending on the region or country in which the assignment takes place. A well-defined scope of assignment will prevent ambiguities and guarantee that all parties involved understand the extent of the assignment, avoiding potential disputes or misunderstandings. By clearly outlining the scope of assignment, parties can guarantee a seamless transfer of copyright ownership and facilitate the successful execution of the assignment agreement.

Ownership Transfer

By explicitly defining the assigned work, parties can guarantee that the ownership transfer accurately reflects the intended scope of assignment, thereby preventing misunderstandings and facilitating a seamless transfer of copyright ownership.

In the context of copyright assignments, it is essential to clearly identify the assigned work to ensure that the transfer of ownership is comprehensive and accurate. This is particularly crucial in complex transactions, such as Mergers and Acquisitions, where the scope of assignment can be vast and multifaceted.

The following table illustrates the importance of explicit definition in copyright assignments:

Establish the Assignment Terms

Upon executing an assignment of copyright, it is vital to delineate the terms of the agreement with precision, as they will govern the rights and obligations of the assignor and assignee. The assignment terms should clearly outline the scope of the assignment, including the specific rights being transferred, the duration of the assignment, and the geographical territory in which the rights will be exercised.

Effective negotiation strategies are vital in establishing favorable assignment terms. The assignor and assignee should engage in open and transparent communication to protect their respective interests. Key assignment clauses to ponder include the grant clause, which defines the scope of the assignment, and the warranty clause, which addresses potential breaches of the agreement. Other vital clauses may include provisions for termination, dispute resolution, and confidentiality. A well-crafted assignment agreement will provide clarity and certainty for both parties, minimizing the risk of disputes and facilitating a smooth transfer of rights. By carefully establishing the assignment terms, parties can guarantee a successful and mutually beneficial copyright assignment.

Execute the Assignment Agreement

The assignor and assignee must sign the assignment agreement in the presence of witnesses, verifying that their signatures are affixed to the document in a manner that reflects their understanding of the terms and their commitment to upholding them. This step is vital in validating the assignment and protecting the interests of both parties.

| Assignment Timeline | Establish a clear timeline for the assignment, including the effective date and any deadlines for completion.

Record the Copyright Office Filing

A vital step in legally solidifying the copyright assignment is to formally record the transaction with the U.S. Copyright Office. This involves submitting a completed Form PA (Performing Arts), Form VA (Visual Arts), or Form SR (Sound Recordings), depending on the type of work, along with the required filing fee and a certified copy of the assignment agreement. It is essential to meet the filing deadlines, as timely recording can provide legal benefits and public notice of the assignment.

Recording the assignment with the U.S. Copyright Office provides several registration benefits, including prima facie evidence of the validity of the assignment and constructive notice to all parties. Moreover, recording the assignment allows the assignee to bring an infringement action in federal court and seek statutory damages and attorney's fees. Failure to record the assignment may limit the assignee's legal remedies in the event of infringement. Therefore, it is crucial to prioritize timely and proper recording of the copyright assignment with the U.S. Copyright Office to ensure the assignee's rights are fully protected.

Post-Assignment Obligations

After formally recording the copyright assignment with the U.S. Copyright Office, the assignee and assignor must fulfill certain post-assignment obligations to maintain the integrity of the copyright and guarantee continued protection. These obligations are crucial to ensure that the copyright remains valid and enforceable.

Failure to fulfill these post-assignment obligations can lead to disputes, breaches of contract, and even invalidation of the copyright assignment. Therefore, it is essential for both parties to understand their responsibilities and perform their duties diligently. By doing so, they can maintain a healthy and collaborative relationship, ensuring the continued protection and integrity of the copyrighted work.

Frequently Asked Questions

Can multiple parties assign copyright ownership simultaneously?.

Simultaneous copyright assignment by multiple parties is permissible, leading to joint ownership, where each co-owner holds an undivided interest in the entire work, and collective rights are exercised through unanimous agreement.

Do Copyright Assignments Require Notarization or Witnesses?

In general, copyright assignments do not require notarization or witnesses, but international implications may necessitate additional formalities. Electronic signatures can be acceptable in many jurisdictions, but it's vital to verify specific regional requirements to validate legitimacy.

Let me know if you need further modifications!

What Happens to Moral Rights in a Copyright Assignment?

In copyright assignments, moral rights, which protect a creator's personal and reputational interests, are often tricky to transfer. Creator intention plays a vital part, as some jurisdictions, like Europe, uphold moral rights even after assignment, while others, like the US, do not, raising complex international implications.

Can a Copyright Assignment Be Revoked or Terminated?

A copyright assignment can be revoked or terminated in cases of contract breach or upon discovery of legal loopholes, allowing the assignor to reclaim rights, but such revocation requires careful scrutiny of the assignment agreement's terms and conditions.

Are Copyright Assignments Governed by State or Federal Law?

Copyright assignments are governed by federal law, specifically the Copyright Act, which preempts state laws. Jurisdictional issues arise from the interplay between federal and state legislation, with the legislative history of the Copyright Act clarifying federal dominance.

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Copyright Licensing and Assignment

(This may not be the same place you live)

  What Is Copyright Licensing?

Copyright licensing is the transfer of one or more of a copyright owner’s exclusive rights from the owner to another person or entity so they can make use of them. These rights include the rights to reproduce the work, create derivative works, distribute the work to the public, publicly display visual works, and digitally transmit sound records.

Most often, the transfer of a right or rights is done either with an assignment or a license. With a license, the copyright owner retains their ownership of any right that is transferred. An assignment, on the other hand, transfers all exclusive rights and is comparable to a sale. The original copyright owner basically sells their rights to another person or entity who then essentially owns them.

When an owner assigns their rights to another, they give up the right to control how the rights are used. This is the same as selling any item of personal property; the seller cannot control how the buyer uses the item once it has been sold.

Generally, a license is the preferred type of transaction, if the original copyright holder wants to continue exercising their interests and control over their work. For example, if a person assigns their copyright in a song to a music producer, the decision about whether to allow a film producer to use the song in a film belongs to the producer and not to the original copyright holder.

This result can be avoided if the copyright owner transfers an interest or interests in a song by way of a licensing agreement. Then, the copyright owner retains the ability to license an interest or interests in the song to another entity, e.g., a film producer.

The assignment of a copyright is a form of property, i.e., intellectual property, that can be used like any other item of property that has value. For example, it could be used as security for a loan, bequeathed to heirs, or simply transferred for a price or other consideration .

Once rights have been assigned to another person or entity, the original owner has permanently transferred their right to control the copyrighted work. The original owner would be committing copyright infringement if they were to try to make use of any of the rights that they assigned.

If an original owner were to regret an assignment that they made, they would be able to try to buy back their copyright from the assignee. Then, it would be the choice of the assignee whether to sell their interest or not.

Under federal copyright law, a transfer of ownership is only valid if there is something in writing, e.g., a written assignment agreement, note, or memorandum of transfer, signed by the owner of the copyright or their agent.

The law does not require recording of an assignment with the U.S. Copyright Office, but there are advantages to doing it. For example, it creates a public record of the exact details of the transfer and gives notice to members of the public. It can set the priority of rights if there have been conflicting transfers of ownership. It can validate the transfer of the copyright to one person or entity against another.

What Happens if I Transfer My Exclusive Rights to Another Person?

Can i license the same right to more than one person, how do i transfer my rights to another person, what is a copyright assignment, should i record the transfer of copyright ownership, are transfers permanent, do i need a lawyer to license my copyright.

If the owner of a copyright licenses one or more of their exclusive rights to only one other person or entity with no intention of granting the same right to any other person or entity, the person has granted them an exclusive license.

An exclusive license gives its owner the right to exclude all others, including the original copyright owner, from exercising the rights granted in the license. A copyright owner may choose to grant an exclusive license for several reasons, including:

• Profiting from their copyright: The licensee may pay the copyright owner for the exclusive use of one or more of their rights;
• Publicity: For example, the author of a book might authorize a movie studio to produce a movie based on the book in order to draw increased publicity to the author and the book. Of course, it could prove to be highly profitable as well.

A person can license the same right to more than one person as long as they make each and every licensee aware of the fact that they are not getting an exclusive license but rather a nonexclusive one. Presumably, a copyright owner could grant an exclusive license for a larger fee than a non-exclusive one.

If a copyright owner wants to transfer one or more of their rights to another person exclusively, they must put the transfer in writing and sign it. However, the creation of a nonexclusive license requires no written document. In fact, nonexclusive licenses can even be implied if the conduct of the parties indicates licensing.

As noted above, a copyright assignment can be described as a kind of exclusive license in which a copyright owner transfers all of his exclusive rights to another person. Like an exclusive license, a copyright assignment must be in writing.

Recordation of a copyright interest with the U.S. Copyright Office is not required to make it valid, but, again, it is a good idea, especially from the perspective of the person who acquires the interest. By recording the license or assignment, they can protect their rights in the event that the copyright owner licenses to someone else. If a person is the first to receive a license, promptly recording the license can protect them from losing their rights to a competing licensee in the future.

If a copyright owner has placed no time restrictions on a license, the transfer of rights is considered to be permanent for a period of 35 years. At that point, the original copyright owner has a 5-year window in which to exercise their right to terminate any licenses or assignments. If the original copyright owner chooses to end a license at this point, the licensee has to give up all the rights granted in the license.

Of course, a copyright owner can grant a license for a specified period of time. They would have to draft a licensing agreement, perhaps with the help of an intellectual property lawyer, that grants the exact rights the owner wants to grant for a desired period of time with any other conditions and restrictions that they want to place on the grant.

The licensing of a copyright can be complex. LegalMatch.com can connect you to an experienced copyright attorney who can draft a licensing agreement for your copyright that provides you with the interest you want and protects it from the claims of others.

Or, if you are involved in a dispute about an existing license, your lawyer can help you resolve it. A copyright attorney can draft an assignment agreement or other form of assignment as well.

Your lawyer can negotiate a resolution or represent you in court if that should become necessary.

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Susan is a member of the State Bar of California. She received her J.D. degree in 1983 from the University of California, Hastings College of Law and practiced plaintiff’s personal injury law for 8 years in California. She also taught civil procedure in the Paralegal program at Santa Clara University. She then taught English as a foreign language for eight years in the Czech Republic. Most recently, she taught English as a second language for Montgomery County Public Schools in suburban Washington, D.C. Now she devotes her time to writing on legal and environmental topics. You can follow her on her LinkedIn page. Read More

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• THIS IS AN ADVERISEMENT

Copyright Assignment (Transfer Ownership of a Copyright)

General information.

A copyright assignment is the transfer of one’s ownership of a copyrighted work to another person or entity. The prior owner (assignor) gives up all rights to the work to the new owner (assignee). The assignee gains all rights to the work as the legal or beneficial owner and may take legal action to prevent infringing uses of the work, etc. Copyright Act Section 501(b) .

According to federal law, a voluntary transfer of copyright ownership is not valid unless the details of the conveyance are contained in a writing signed by the copyright owner or the owner’s authorized agent. Copyright Act Section 204(a) .

Purpose/Necessity

An assignment may be used:

• After a business is sold and the work’s rights are transferred to the purchaser
• As security for a debt (through a mortgage or other security interest)
• As a bequest in a will or an asset passed to heirs by intestacy/probate
• As part of the distribution of assets following a bankruptcy proceeding
• The work’s owner retains ownership but changes his or her name
• The work’s owner retains ownership but changes its business name or entity type
• Any other instance where the owner of a work wishes to transfer it to another

Recording an assignment is not mandatory to assign the interest bur provides the following advantages:

• Recording the transfer establishes a public record of the details of the transfer and the contents of the document affecting the transfer. Such details will appear in the Copyright Office’s online public catalog .
• The document or material attached to it specifically identifies the work to which it pertains so that, after the document is indexed by the Register of Copyrights, it would be revealed by a reasonable search under title or registration number of the work; and
• Registration has been made for the work.
• Constructive notice means that the public is deemed to have knowledge of the facts stated in the document – including those speaking to the ownership of rights – and cannot claim otherwise.
• Under Sections 205d and 205e of the Copyright Act , recording establishes priority of rights as between conflicting assignments/transfers of ownership, or between a conflicting assignment and a nonexclusive license. This means that the first recorded assignment will be taken as valid as against any later alleged assignments.
• In some instances, recording may be necessary to validate the transfer of copyrights as against third parties. Copyright Office – Circular 1: Copyright Basics .
• In some states, recording may be necessary to perfect a security interest. Copyright Office – Circular 12: Recordation of Transfers and Other Documents .

Frequently Asked Questions

• Once a work is created and fixed in a tangible form, the author (or the author’s employer if the work was a Work Made for Hire), gains certain rights to the copyrighted work. The author has the exclusive right to: •  Reproduce the work in copies or phonorecords; •  Prepare derivative works based upon the work; •  Distribute copies or phonorecords of the work to the public; and •  Perform or display the work publicly.The author may subsequently transfer all or part of these rights through an (permanent) assignment or a (temporary) license. Copyright Act Section 201(d)(2) . Following negotiations between the parties as to the terms of the transfer, a written document must be signed by the owner of the rights conveyed stating the particular rights to be conveyed.
• An assignment does not alter the work’s copyright duration. The assignee gains all rights transferred for the remainder of the copyright in effect. For works created by a single author, the length of copyright is the life of the author plus 70 years. Copyright Act Section 302(a) .
• According to the Copyright Act, a copyright may be transferred by any means of conveyance, including bequeath by will or pass through intestate succession. Copyright Act Section 201(d)(1) . Some types of documents that may suffice include an assignment, mortgage, contract, deed, or promissory note.If you use our firm to assist you in your copyright assignment, we review your document to ensure that it conveys the rights desired, and then record it with the Copyright Office to establish a public record. Alternatively, if you do not have an existing document of transfer, we can draft a document to meet your purposes and then complete the recording process.
• The Copyright Office does not provide a form or example of an acceptable document which effects a copyright transfer. Copyright Office FAQ – Assignment/Transfer of Copyright Ownership . The Copyright Office does not examine documents for legal sufficiency for their intended purpose prior to recording. Furthermore, the fee to record a document with the Copyright Office is nonrefundable. Copyright Office – Circular 12: Recordation of Transfers and Other Documents .It is therefore important to consult with an attorney knowledgeable about copyright assignments to ensure that the copyrighted work(s) in question actually transfer as desired.
• No, the rights given by copyright are the author’s immediately upon fixing the work in a tangible medium of expression. These rights may be transferred through a written instrument and the Copyright Office will record such an instrument before or after the work has been registered with the Copyright Office. Copyright Act Section 205(a) . However, there are several important benefits of copyright registration, and it is helpful to register the work so that the recorded assignment references a work indexed in the Copyright Office’s records .
• No, essentially for the same reasons, copyrights may be transferred whether or not the underlying work has been published. The Copyright Office will record a document evidencing a transfer of an unpublished work. Copyright Office – Circular 12: Recordation of Transfers and Other Documents .

Legal Services Offered and Cost

Recording of Copyright Assignment Note: this service is for copyright holders who have already transferred their copyright through a written instrument but have not yet filed/recorded the instrument Legal fees: $300 flat fee This includes:

• Review of client’s information to ensure legal requirements are fulfilled
• Answer client questions, make corrections, and obtain additional information as needed
• Review of copyright assignment document to ensure proper transfer is made
• Completion of Copyright Recordation Document Cover Sheet
• Submission of the assignment document, Cover Sheet, and filing fee with the Copyright Office
• Email confirmation of copyright assignment recording by the Copyright Office with official Certificate of Recordation

If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.

Drafting and Recording of Copyright Assignment Legal fees: $300 flat fee

This includes:

• Completion of copyright assignment document to make the assignment

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Today’s Assignment: How to Assign a Copyright

This practice note covers the fundamentals of copyright assignments and rules for works made for hire, assignments from independent contractors or freelancers, partial copyright assignments, and recordation of copyright assignments. It includes links to the Nimmer on Copyright sections on transfer formalities, recordation of transfers, and construing the scope of assignments and other transfers for additional guidance and to help you continue your research and deepen your understanding of key tasks and areas of law.

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• Nimmer on Copyright § 10.03 Deepen your understanding of transfer formalities with expert analysis from the leading authority on copyright law.
• Nimmer on Copyright § 10.07 Broaden your understanding of recordation of transfers with expert analysis from the leading authority on copyright law.
• Nimmer on Copyright § 10.10 Expand your understanding of construing the scope of assignments and other transfers with expert analysis from the leading authority on copyright law.

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• Intellectual Property & Technology

Assignments of future copyright extend to rights that writers “may” own

The Court of Appeal has confirmed that the Performing Right Society owns rights in a piece of film music that the satellite broadcaster B4U had purported to own. The composers assigned rights generally in future works to the collecting society, but later agreed to transfer rights in future works to the film producers that commissioned the music.  The court found that copyright in future works vested in the PRS under section 91(1) of the Copyright, Designs and Patents Act 1988 (CDPA) because the PRS agreement covered music that the composers “may” own.  There was no requirement for the composers actually to own the rights once the music was created.  The case usefully confirms that prospective ownership of copyright is sufficient for an assignment of future copyright under English law – an important practical point for entertainment contracts, which often rely on assignments of future rights from writers.

In 2004 two well-known composers of Bollywood music, Salim and Sulaiman Merchant, entered into an agreement with the PRS, assigning to the PRS “absolutely for all parts of the world the rights which belong to you on the date of this agreement or which you may acquire or own whilst you remain our member”.

In 2008 the composers were commissioned by Dharma Productions Private Limited to write music for the Bollywood film Kurbaan.  Under the commissioning agreement, the composers agreed that the entire copyright in “all present and future work arising” out of the composers’ services, including the music (which had not yet been written), would vest in Dharma “as the first owner”. 

By a chain of licensing agreements (which were not material to the case), the satellite television broadcaster B4U acquired video rights to broadcast the song Shukran Allah from the score for Kurbaan.  B4U aired it in April 2010, and the PRS claimed infringement of its copyright.  In 2012 the High Court gave summary judgment in PRS’s favour, on the basis that B4U had no real prospect of successfully defending the claim.  

B4U appealed to the Court of Appeal, claiming that the copyright was in fact owned by Dharma under section 91(1) of the CDPA.  B4U contended that the rights in the song fell outside the scope of the rights assigned to the PRS under the 2004 agreement, as the composers never actually owned the rights in the song and so could not assign them.

The Court of Appeal rejected the appeal.  Lord Justice Moses, giving the leading judgment, considered the effect of section 91(1) of the CDPA.  This states that (with emphasis added):

“Where by an agreement made in relation to future copyright, and signed by or on behalf of the prospective owner of the copyright, the prospective owner purports to assign the future copyright (wholly or partially) to another person, then if, on the copyright coming into existence, the assignee or another person claiming under him would be entitled as against all other persons to require the copyright to be vested in him, the copyright shall vest in the assignee or his successor in title by virtue of this subsection.”

Moses LJ explained that, without a statutory provision, “a work must be in existence before ownership in the rights can be assigned at law”.  Equity, however, would “decree specific performance of the contract, provided it was for value and sufficiently specific”.   So, before section 91(1) came into effect, where a composer assigned the copyright in unwritten works: “… the assignment took effect only in equity as an agreement to assign future copyright in those works, should they be created.  Once the work was created, the legal title would have to be dealt with by a separate assignment.”   Section 91(1) ensures that legal title is vested in the assignee as soon as that work is created, meaning that there is no need for a separate assignment of legal ownership.

The parties accepted that both agreements took effect as equitable assignments of future copyright.  So the question for the court was whether the song Shukran Allah came within the scope of the 2004 assignment to the PRS.  If it did, the parties agreed that that assignment, as the first in time, took priority over the purported assignment to Dharma.

Moses LJ noted that the PRS agreement was designed to include future rights that “the composer may own”.  The category of future rights assigned to the PRS did not contain any requirement that, once the work is created, the rights “must be owned by the composer”.  It did no more than refer to rights “capable of being owned by the composer”.   The question posed by the PRS agreement was not whether the composers became owners, but whether, at the time the agreement was made, they “could have done so”.   Rights capable of being owned by the composers included music that they were yet to write, since an author is generally the first owner of copyright under sections 9 and 11 of the CDPA.

The High Court had taken the view that the composers had become first owners of the music when it was first written.  But Moses LJ found it unnecessary to consider the relationship between section 11 and 91, or whether the composers ever became owners of the copyright, even for a fleeting moment: section 91 is “concerned with a ‘prospective’ owner”, i.e. someone who is not an owner but “may become” an owner.   Accordingly, there was no need “to posit an owner for the purposes of section 91”.

Moses LJ recognised that it was strange to conceive of an assignor of a copyright who never became owner, but recalled that “the very concept of copyright, its ownership and its assignment is entirely statutory”.   He also considered it absurd “to suggest that a reasonable person would have understood the parties to have intended only to transfer rights in works of which they became owner once the works had been composed”: to do so would “turn the priority rules in relation to equitable assignments topsy-turvy”.

In conclusion, the Court of Appeal held that the rights came within the scope of the PRS agreement, and so vested in the PRS.  In the view of Moses LJ, that conclusion gave: “… full effect to the words of the 2004 agreement, without addition or substitution.  At the time of the agreement the composers could have become owners of the song.  As prospective owners, their assignment took effect under section 91 once the song had been composed.”

The decision is relevant to any writer’s grant of future rights in entertainment content under English law.  While the judgment is technical in nature, it has wider application in affirming that a writer need not actually own a future copyright (even for an instant) in order to pass good title to a publisher or other rights-owning entity.  That will be a comfort to investors in music, who rely on obtaining good title in building their catalogues – and so ultimately to acquirers of catalogues, who will want to ensure a clear chain of title, free of any third-party claimants with later purported grants of rights. 

Equally, it will assure administrators of copyright works, such as the collecting societies.  At the same time, it will be problematic for any producer or broadcaster attempting to rely, as in this case, on an alleged effectiveness of a later grant of rights – although it must be said that B4U’s stance is a highly unusual position to take, and most audiovisual companies accept music collecting societies’ customary prior rights as a matter of industry practice.

The case serves as a reminder to practitioners to draft present assignments of future copyright carefully, avoiding any potential gaps in the assignment.  One way to achieve this is, in the usual way, for the writer to assign all right, title and interest of any kind (whether vested, future or contingent) in  both existing and future works created by the writer, i.e. not to draft purely by reference to rights that are or will be owned by the writer – which could create a subtle lacuna of the type that B4U attempted to exploit, and one that would also be hard to bridge effectively through warranties of non-assignment to third parties.

In common-sense terms, the judgment places rather artificial emphasis on “may” [own] in the PRS agreement in this case – reading it in the sense of “could” [own], rather than its more natural subjunctive sense (in the context of the sentence) of “will (perhaps)” [own] – a reading that would have been awkward for the PRS as a matter of contractual interpretation, if construed over-literally (as B4U tried to do) as only passing future rights to the PRS if in fact acquired or owned by the composer – a problem at first sight if the composers never ultimately acquire ownership of the future rights.

But this convoluted logic surely reinforces Moses LJ’s intuition about what was really meant by the PRS agreement and what is meant by section 91(1) of the CDPA: the whole point of both is precisely to allow the present passing of ownership in works that do not yet exist – a paradox that works only by operation of law and is supremely useful for entertainment companies and administrators that need certainty at the time of contracting about their rights to exploit future works.

Ed Baden-Powell and Beth Lawson

Partner and trainee solicitor, michael simkins llp, article written for entertainment law review , news & insights.

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Recordation Overview

ELECTRONIC RECORDATION SYSTEM AVAILABLE TO THE PUBLIC

The Recordation System is now open to the public for recordation of certain transfers of copyright ownership and other documents pertaining to a copyright under section 205 of Title 17 of the United States Code .

For more details about how to submit your documents online, see the Recordation System webpage .

Under the Copyright Act, the U.S. Copyright Office accepts certain types of documents for filing and indexing into the Office’s public records. There are three primary types of documents that may be submitted for recordation: transfers of copyright ownership, other documents pertaining to a copyright, and notices of termination. Once indexed by the Office, recorded documents become available for inspection by the general public.

Currently Processing - Paper Submissions: March 2022 (basic filings); October 2023 for notices of termination.

For faster processing, please use our new online Recordation System .

Regardless of the processing time for your recordation(s), the effective date of recordation is the date the Copyright Office receives your complete submission in acceptable form.

Transfers of Copyright Ownership

A transfer of copyright ownership is “an assignment, mortgage, exclusive license, or any other conveyance, alienation, or hypothecation of a copyright or of any of the exclusive rights comprised in a copyright, whether or not it is limited in time or place of effect, but not including a nonexclusive license.” 17 U.S.C. § 101 .

Other Documents Pertaining to a Copyright

A document pertaining to a copyright is one that “has a direct or indirect relationship to the existence, scope, duration, or identification of a copyright, or to the ownership, division, allocation, licensing, or exercise of rights under a copyright. That relationship may be past, present, future, or potential.” 37 C.F.R. § 201.4(c)(2) .

Notices of Termination

A notice of termination is a notice that terminates a grant to a third party of a copyright in a work or any rights under a copyright. Only certain grants may be terminated, and only in certain circumstances.

More Information about Recordation

• Compendium of U.S. Copyright Office Practices (Chapter 2300: Recordation)
• Recordation of Transfers and Other Documents (Circular 12)
• Calculating Fees for Recording Documents and Notices of Termination (Circular 12A)
• Document Cover Sheet (Form DCS)
• Notice of Termination Cover Sheet (Form TCS)
• 17 U.S.C. §§ 203 , 204 , 205 , 304(c) , 304(d)
• 37 C.F.R. §§ 201.4 , 201.10 .
• Declarations of Ownership in Musical Works
• Information about submitting other types of documents to the Copyright Office

Recordation Fee Calculator

(Excludes Notices of Termination)

*Note that electronic title lists may not be submitted with notices of termination.

Introductory information regarding recordation of transfers of copyright ownership and other documents pertaining to copyright. Note that some of the information in this Circular, in particular the requirements for recordation, have been superseded by the Copyright Office’s final rule on fees for recording documents with electronic title lists and interim rule on document recordation. For information regarding current practices, please visit the Office’s Recordation web page .

Assignment of Copyright – Explained With Modes and Disputes

Original work may not be reproduced, distributed, or sold by anybody other than the copyright owner without that owner’s consent. As a result, the law allows the copyright owner to assign ownership to a third party.

The term “copyright assignment” describes the transfer of ownership or rights in a work that has been granted copyright from the original copyright holder (the “ assignor “) to a different party (the “ assignee “). Through a legal procedure, the assignor gives up their ownership of the work and gives the assignee the only authority to reproduce, distribute, display, perform, or alter it.

This article discusses the concept of copyright assignment, which involves the transfer of ownership or rights in a copyrighted work from the original copyright holder (assignor) to another party (assignee). The article also explains the various aspects of copyright assignment, including its mode of assignment and disputes with respect to the assignment of copyright.

Assignment of Copyright

(Section 18 of the Copyright Act, 1957 )

The owner of the current work or the potential owner of the future work may assign the copyright. It may be fully or partially allocated. Limitations may apply to all or a portion of the copyright.

Additionally, if future work is assigned, the assignment will become effective when the new work is created. In future works, “assignee” includes the assignee’s legal representative if they die before the work is created.

The court ruled in  Saregama India Ltd. vs Suresh Jindal And Ors.  that the copyright owner to a future work has the right to assign the copyright, in whole or in part, to a third party. This indicates that the owner may assign the copyright ownership for the entire term or only a portion.

The assignee is regarded as the legal owner of the copyright after the assignment is made, and the Copyright Act recognises all associated rights and benefits. As mentioned above, the ruling affirms that copyright ownership can be transferred by assignment, enabling people or organisations to obtain and exercise control over the rights connected to the copyrighted work.

Mode of Assignment of Copyright

(Section 19 of the Copyright Act, 1957)

Every assignment of the copyright to a work must be made in writing and be signed by the assignor or an authorised representative. Only that assignment will be accepted. Any assigned work must include all relevant information, including the assignment, length, rights, and geographic scope.

The amount of any royalties or other payments made to the author or his legal heirs during the assignment should also be specified. Any revisions, extensions, or terminations of the assignment are subject to the mutually agreed-upon terms and circumstances.

Let’s say the assignee fails to utilise the right granted during the assignment within a year of receiving it. If such a thing occurs, the assignment of those rights will be presumed to have terminated unless otherwise specified in the assignment. When the assignment time and geographical scope are not specified, they will be assumed to be five years from the date of the assignment and inside India, respectively.

The Bombay High Court considered whether the assignment of video rights included the right of satellite transmission in the case of  Video Master vs Nishi Production . The court accepted the defendant’s claim that several public communication channels, such as satellite broadcasting, video TV, and terrestrial television broadcasting, each constituted a distinct copyright.

As a result, the film’s owner may transfer these rights to other people or companies. The court concluded that the video copyright granted to the plaintiff was separate from the copyright for the satellite transmission of the movie. Consequently, the satellite broadcast right was not part of the assignment.

Disputes With Respect to the Assignment of Copyright

(Section 19A of the Copyright Act, 1957)

After receiving a complaint from the assignor and completing an investigation, the appellate board has the authority to revoke the assignment or issue any orders it sees suitable when the assignee fails to execute the powers granted to him if such failure is not a result of any action or inaction on the part of the assignor.

If the assignor is also the author, the appellate board should hold off on issuing any revocation unless it is established that the terms of the assignment are harsh to the assignor. Additionally, no revocation may be made for five years if an assignment has been made.

The appellate board should handle copyright assignment complaints promptly and with diligence. They have a time limit of six months from the date of receiving the complaint to reach a final decision. If, for any reason, there is a delay beyond this period, the appellate board must explain the reasons for the delay. The goal is to ensure that copyright disputes are resolved promptly and transparently.

In this evolving world, copyright assignment is an unavoidable need. People are not always able to rely on themselves. The ownership of the work must be transferred to properly frame the art and realise the original piece’s full creative potential.

Furthermore, copyright assignment aids in the seamless development of the creative process when several creative minds collaborate or when a work is adapted across various media. It allows for fresh viewpoints, interpretations, and variations that could improve the original work or investigate other creative paths.

Read Next: Doctrine of Merger Under Copyright Law

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Understanding Assignment of Copyright

Copyright is a bundle of rights and can be exploited in several ways independently from each other. Each work has various rights, such as theatrical rights, distribution rights, rental rights, broadcasting rights, rights related to adoption and translation, rights to prepare derivative works, and so on, each of which can be exploited separately. These rights can be disjointedly assigned for a limited term or perpetually.

What is an Assignment of Copyright?

An assignment is, in spirit, a transfer of ownership, even if it is partial. The copyright owner in an existing work or the future owner of the copyright in a further work may assign to any person the copyright either wholly or partially, either generally or subject to limitation, either for the whole of copyright or any part thereof. In case the assignment of copyright is for any future work, the assignment will take effect only when the work is in an expressed form and not just an idea.

No one has the right to copy, reproduce, sell, or publish an original work without the permission of the creator. It means that only the owner of the copyright can transfer the ownership of the copyright to a third party. Another important thing to note is that with the assignment of a copyright, the assignee shall also enjoy all the rights related to the copyright of the assigned work.

An assignment has two objectives:

• Where an assignee is concerned, it confers on him the right of exploitation of work for a specified period in the specified territory; and;
• For the assignor, it confers on him the right to receive a royalty on the work assigned.

Mode of Assignment of Copyright

The owner of the copyright in the existing or future work may assign it to any person. It can be assigned either wholly or partially and with or without limitation on the whole or any part of the copyright. Assignment of copyright in any work shall not be valid unless it is in writing and signed by the assignor or by his authorized agent. Oral assignment of copyright is usually neither permissible nor valid. It shall identify the work and specify the rights assigned, the duration, the territorial extent of such assignment, and the amount of royalty payable to the author.

Difference between Assignment and Licensing of Copyright

Copyright license and assignment of copyright are two dissimilar terms that cannot be used interchangeably. Each of them is different in its own way. A license provides approval of an act, and without it, the authorization would amount to infringement. Licensing usually involves authorizing some of the rights out of many. It can either be exclusive or non-exclusive. In the case of assignment, it includes the disposal of the copyright, which in simple terms means the assignor assigns the copyright to another person or the transfer of ownership of the copyright to some other person, whereas in the case of a license, only some Intellectual Property (IP) is transferred and the ownership is not transferred to the licensee. A license does not confer any right to the licensee against a third party or licensor, but an exclusive licensee has substantial rights against the licensor and even a right to sue the licensor.

A licensee also has the right to make amendments provided that his license does not restrict that right. In case there is a failure in paying the royalties, the licensor can revoke the license. When it comes to the assignment, the same is not possible. However, if there is anything harsh that can affect the author, it may lead to revocation in the event of a complaint made to the copyright board.

A copyright license, unlike a copyright assignment, needs to be in writing. It can be oral or implied after considering all the facts and circumstances relating to the transaction between the owner of the copyright and the licensee. Thus, if an individual who is the owner of a copyrighted work thinks about assigning the copyright, he can consider licensing his copyright instead of assigning it. It would help in retaining ownership, thereby licensing only certain rights to another party.

Essential Features of a Copyright Assignment Agreement

• The assignment must specify the amount of copyright. The creator shall not assign or waive the right to receive royalties to be shared on an equal basis with the assignee of copyright, subject to certain conditions.
• The ownership may be assigned either wholly or partially.
• The assignment should also specify the duration.
• The territorial extent of such assignment should be specified.
• The assignment shall be subject to revision, extension, or termination on terms mutually agreed upon by the parties.
• The creator is entitled to subsequent royalties in the course of future exploitation of a work.
• The assignee has the rights of translation, abridgment, adaptation, and dramatic and filmmaking in the work after obtaining the rights via assignment deed.

The main objective of the assignment process is to give financial and distribution benefits to the original work. Copyright assignment can prove to be a necessity in this world as it may lead to enhancing the potential of the original work by reaching several individuals as they may add their creativity to the original work. However, the practicality of copyright assignment has been controversial on several occasions due to the increasing number of Copyright Infringement cases. ✅ For more visit:  https://www.kashishipr.com/

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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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25th October 2013

Does your copyright assignment actually work?

A recent case (B4U Network (Europe) Ltd v Performing Right Society Ltd) found that an agreement between two Bollywood film composers and a film production business, for the rights in relation to all of the composers’ present and future musical works for the film to be vested in the film’s producer, was ineffective.

In 2004 the Performing Rights Society (PRS), being a society formed to protect the copyright in musical works, had entered into a written agreement with the two composers of songs for Bollywood films. By this agreement, copyright that the composers “may acquire or own” while remaining members of the society was assigned to it. In 2008 the composers were commissioned by Indian producers Dharma Productions to compose the music and lyrics for the film Kurbaan. Under that agreement, the rights in relation to musical works composed for the film vested in the film’s producer and included all present and future works arising out of the contract and covered all territories of the world.

However, the B4U Network later broadcast a song from Kurbaan on its UK music channel. The PRS then proceeded against the Network for copyright infringement on the basis that copyright had vested in it due to the 2004 agreement with the composers. The court found that firstly, as both the 2004 and 2008 agreements were assignments for future rights, if the song came within the scope of the future assignment to the PRS under the 2004 agreement, under the rules of priority that assignment, being the first in time, took priority over the assignment under the 2008 agreement with Dharma.

The court further found that any future rights in songs which the composers “may” own came within the scope of the 2004 agreement and was assigned by the composers to PRS as the agreement did no more than refer to rights capable of being owned by them. Therefore, the court deemed that B4U had infringed copyright and the rights to the song were owned by the PRS not the film producer. 

At the time the 2004 agreement with PRS was struck, it was beyond argument that the composers’ rights in music they were yet to compose might be owned by them. It did not matter if the composers never actually owned the rights once they created, they only had to have the potential of owning the rights when the 2004 agreement was made.

This case demonstrates that it is possible for businesses and individuals to enter into agreements for the assignment of future copyright as well as existing copyright. However, the assignee should always ensure that the assignor is still the current proprietor and this highlights the needs for appropriate warranties to that effect.  

If you would like advise regarding effective Intellectual Property protection, please contact [email protected]

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• Past events

Assignment (copyright)

• An assignment is a permanent transfer of copyright (like a sale).

1 January 2023

Page contents

• When it applies

Who/what it applies to

Core principles, why it matters (risks/opportunities), key legal considerations/elements, key commercial considerations/elements.

Estimated reading time for this page: 5 minutes 

An assignment is a transfer of copyright (or part of it) from a copyright owner (the assignor) to a third party (the assignee), such that the assignee becomes the owner of that copyright.

Put another way: an assignment of copyright is like selling a house, whereas a licence of copyright is like leasing a house. 

Alice has been approached by a television production company that wants to make a TV adaptation of her recent novel.

As copyright owner, Alice is the only person entitled to adapt the novel and, as such, the production company has asked for an assignment of this adaptation right.

Alice understands the commercial needs of the production company and is willing to transfer ownership of the right to them (rather than merely licence  it). However, she does not want to assign any more rights than are strictly necessary.

Given that a partial assignment of copyright is possible, she assigns the right to adapt the novel to the production company. Alice retains ownership of other rights herself (such as the right to copy or translate the novel), allowing for future commercialisation if she so wishes e.g. by translating the novel for publication in new countries.

When it applies

An assignment takes place when the copyright owner (the assignor) agrees to transfer the copyright to a third party (assignee).

This is ordinarily done by way of an assignment agreement (sometimes known as an elective assignment), in which case the transfer takes effect from the date set out in that agreement. However, in limited circumstances the assignment can happen automatically (an automatic assignment – see key legal considerations  below). 

An assignment relates to the work set out in the assignment agreement and binds both the assignor and assignee.

Once an assignment has been made, the assignee becomes the new copyright  owner and they then have the right to enforce the copyright against any third parties who might infringe it.

It's possible to assign copyright in future works e.g. those that have not been created yet. Therefore, the assignment can relate to both the assignor’s current and future copyright. In each case, the assignment can be for the whole or part of the copyright in question. 

• The assignment may relate to all, or part (a partial assignment), of the assignor’s copyright.
• Once the assignment is made, the original copyright owner can no longer exercise the rights transferred (although, subject to the terms of the assignment, may continue enforcement action for any infringement prior to the date of assignment).
• The assignor cannot control how the assignee exercises the rights assigned, including any decision not to exercise the rights e.g. not to publish or perform the work.
• An assignment agreement should clearly set out the terms of the assignment including the scope of the assignment and any consideration payable.

Permanent loss of rights.

Relative lack of formalities (see key legal considerations  below), so care should be taken to ensure that assignments are not made unintentionally.

The assignor loses control of future use and revenue opportunities.

Opportunities

The current copyright owner receives a guaranteed payment for their work.

They can specify the terms of the assignment e.g. whether all or only part of the copyright is assigned.

Provides opportunities to monetise copyrighted work in a targeted way e.g. to transfer adaptation rights of a book to a film studio. 

The assignment must be:

• in writing 
• signed by the assignor (owner)

It's best practice for the assignee to also sign the assigment (to avoid dispute as to whether they are bound by other terms of the assignment agreement e.g. payment).

For the assignment of current copyright there is no specific form of agreement that must be used e.g. the assignment can be by way of letter, provided it is in writing and signed.

An assignment can be either:

• automatic – in limited circumstances copyright will be assigned automatically. These include insolvency and inheritance (through the rules of intestacy or as set out in the copyright owner’s will, whichever is applicable).
• elective – in most cases the assignment will be an ‘elective’ assignment e.g. where a copyright owner chooses to assign the copyright and enters into an agreement to do so.

An assignment is a permanent transfer of rights. If a copyright owner wishes to retain ownership of their copyright and merely give a third-party permission to use the copyright in specific circumstances, they should use a licence instead.

As the new copyright owner, the assignee becomes the person entitled to take legal action in respect of any breach of the copyright.

It's possible to tailor the assignment agreement to the specific needs of the parties so these terms should be considered carefully as, once assigned, a copyright owner loses the ability to monetise the assigned rights 

An assignment can be exclusive or non-exclusive. Does the copyright owner want to retain the ability to use the work themselves or to allow others to use it? 

Ordinarily, an assignor will be entitled to sell any remaining copies of the work in their possession even if an assignment has been made. If this is not the intention of the parties it should be clearly set out in the assignment agreement.

As the author of the work can I still use the work after assignment?

No, unless otherwise provided for in the assignment agreement, an assignment is a permanent transfer of copyright. This means that on assignment, only the assignee can exercise those rights moving forward.

Can I assign moral rights ?

Moral rights (e.g. the right to be identified as the work’s author) cannot be assigned, although they can be waived. If the parties intend for the copyright owner to waive their moral rights this must be clearly stated in the assignment agreement.

Do I have to assign all my copyright?

No, you can make an assignment of your copyright in whole or in part. If you are assigning only certain rights to the assignee (e.g. the right to perform the work to a theatre company) this should be made clear in the assignment agreement.

Does there need to be consideration (payment)?

Although not strictly needed, unless the assignment is by way of a deed (a legal document that, unlike a contract , must be in writing, requires the parties’ signatures to be witnessed but does not require consideration to be paid), some consideration is usually required. This could be a nominal sum (e.g. £1), fair market value or consideration in kind e.g. the provision of services.

What’s the difference between an assignment and a licence ?

An assignment is a permanent transfer of rights (like a sale), whereas a licence is a limited grant of permission (like a lease). With a licence, the original copyright owner retains ownership of the copyright, whereas with an assignment the ownership is transferred to the assignee.

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Copyright: assignment of future work

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Copyright assignment and licensing

Published by a lexisnexis ip expert.

Copyright is a property right and may be transferred by assignment, testamentary disposition or by the requirements of law such as on bankruptcy. The benefit of the right can also be licensed to third parties by the owner.

Ownership of copyright and ownership of the physical subject matter of the copyright works are separate. For example, a sculpture may be enjoyed and admired by the purchaser but it is unlikely that the copyright in terms of the right to reproduce the work will have been transferred at point of sale. If someone wishes to make a copy of the sculpture or otherwise exploit the work, then this has to be expressly or impliedly authorised by the owner of the copyright by the granting of an assignment or licence.

Transferring ownership by assignment

Copyright notices are published by the Intellectual Property Office to help explain specific areas of copyright in the UK. For a simple guide to assignment of copyright, aimed at small businesses and individuals who may wish to assign their own copyright to another person or have been asked

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Related legal acts:

• Copyright, Designs and Patents Act 1988 (1988 c 48)

Key definition:

Copyright definition, what does copyright mean.

Any property right over certain creative works, which grants exclusive right to the owner.

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Can I assign my copyright?

Yes, in principle you can, for example, sell your copyright or permit certain actions via a licence agreement. However, you cannot assign your ‘moral rights’, e.g. the right to be named as the author. An assignment agreement such as this would be invalid.

You can assign your copyright in written or verbal form, or even tacitly. The IPI does not have any sample contracts. We advise against using templates from the internet. It is better to formulate the agreement in your own words. If you are unsure, it is best to contact an attorney who specialises in copyright or licensing agreements. You can search for attorneys on the website of the Swiss Bar Association or the Democratic Jurists of Switzerland , for example.

Copyright and related rights can also be inherited. If the rights owner dies and if the rights have not been assigned to a third party, such as a producer, they are passed on to the heirs.

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You often hear people using the term ‘intellectual property’ or ‘IP’ in the entrepreneurial world....

19.01.2023 | Law and policy , Event

Conference on Intellectual Property & Sustainability at the University of Geneva

Date:              Tuesday, 7 February 2023 Time:              1.30pm – 5.30pm Location:       ...

07.07.2022 | Patents , Training , Event

IP@Lunch: Revised Swiss Patents Act – added value?

Date: 13 July 2022 Time: 11.30am – 2pm  Location: ZHAW, St.-Georgen-Platz 2, 8401 Winterthur,...

04.07.2022 | Event , Piraterie

Symposium: "Best practices in the fight against counterfeiting & piracy – NFTs not your cup of tea? Well, they should: NFTs as a new way of fighting counterfeiting and piracy"

Date: Thursday, 15 September 2022 Time: 10.00 – 17.00 Location: ...