Docstoc Legal Agreements
This is an agreement where the owner of a copyright (the � )
Assignor� fully transfers their
interest in the copyrighted material to a third party (the � ).
Assignee� Such a transfer must
be in writing and this agreement, as drafted, makes the transfer irrevocable. It contains
both standard clauses as well as opportunities for customization to ensure that the
understandings of the parties are properly set forth. Execution of this document will
completely extinguish the Assignor� interest in the copyrighted material by transferring it
to the Assignee. This document should be used by small businesses or other individuals
located in Delaware who want to transfer or obtain a copyright.
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COPYRIGHT ASSIGNMENT AGREEMENT
COPYRIGHT ASSIGNMENT AGREEMENT made on this _____ [Month] ___ [Date],
20__, by and between ________________________ [Instruction: Insert the name of the
Copyright owner] hereinafter referred to as the “Assignor” and _______________________
[Instruction: Insert the name of company/individual/publisher that desires to obtain the
copyrights] hereinafter referred to as the “Assignee”.
WHEREAS, the Assignor is the author or creator of certain works which are described in
Exhibit “A” attached hereto (the “Works”); and
WHEREAS, the Assignee is engaged in _____________________________________.
[Instruction: Describe activities that are relevant to the desire to assign Assignor's
WHEREAS, the Assignee wishes to acquire the right, title, and interest in and to all of the
Works described in Exhibit “A” hereto.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, as set forth herein,
the Assignor and the Assignee agree as follows:
The Assignor does hereby irrevocably assign to the Assignee all of its/his/her rights, title, and
interest to and in the copyright and all other intellectual property rights, including but not
limited to, all rights of the Assignor to prepare derivative works, all goodwill and moral
rights associated with the Works.
2. Ownership of Works and Warranty
The Assignee acknowledges that the Assignor is the exclusive owner of all right, title,
interest and all intellectual property rights to and in the Works. The Assignor has the right,
power, and authority to enter into this Agreement with the Assignee;
The Assignee shall not grant sub-assignment without the prior written approval of Assignor.
4. Payment or Consideration
The Assignee shall pay the Assignor a flat fee of __________ ($__) [Instruction: Insert the
amount, e.g., forty thousand dollars ($40,000)] as full payment for all rights granted in the
Works. Payment shall be made upon execution of this Agreement.
5. Terms and Termination
This Agreement may be terminated by the written agreement of both parties. In the event that
either party shall be in default of its material obligations under this Agreement and shall fail
to remedy such default within ______ (__) [◊sixty (60)] days after receipt of written notice
thereof, this Agreement shall terminate upon expiration of the ______ (__) [◊ sixty (60)] days
6. Representation and Warranty
The Assignor hereby represents and warrants to the Assignee the following:
a) the Assignor has the right, power, and authority to enter into this Agreement with the
b) the Assignor is the exclusive owner of all right, title, interest, and all intellectual property
rights to and in the Works;
c) the Works are free and clear of any all liens, encumbrances, or licenses;
d) the Works do not infringe on the rights of any third party;
e) the Works do not violate or infringe any personal or property rights of others, whether
common law or statutory;
f) the Works contain nothing libelous or contrary to law; and
g) the Assignor is not subject to any agreement, whether written or otherwise, which would
prevent the Assignor from having all right, power, and authority to assign the Works.
Assignor hereby agrees to indemnify and hold harmless the Assignee, its officers, employees,
and agents against any and all claims, actions, or damages (including reasonable attorney's
fees) asserted by or paid to any party on account of a breach or alleged breach of the
representations and warranties mentioned in clause 6 above.
8. General Provisions
a) Successors/Assigns: This Agreement is binding upon and shall inure to the benefit of the
respective successors and/or assigns of the parties hereto.
b) Amendment and Modification: This Agreement sets forth the entire agreement between
the parties with respect to the subject matter hereof, and may not be modified or amended
except by written agreement executed by the parties hereto.
c) Independent Business Relationship: The Assignor and the Assignee are independent
contractors and are not and shall not be construed as joint venturers, partners,
employer/employee, or agents of the other and neither shall have the power to bind or
obligate the other, except as set forth in this Agreement.
d) Waivers: The waiver by either party of a breach or other violation of any provision of
this Agreement shall not operate as, or be construed to be, a waiver of any subsequent
breach of the same or any other provision of this Agreement.
e) Counterparts: This Agreement may be executed in several counterparts, each of which
shall be an original, but all of which together shall constitute one and the same
f) Articles and Other Headings: The articles and other headings contained in this
Agreement are for reference purposes only, and shall not affect in any way the meaning
or interpretation of the terms of this Agreement.
g) Governing Law/Forum: This Agreement shall be governed by the laws of the State of
Delaware, applicable to agreements made and to be wholly performed therein.
IN WITNESS WHEREOF, the parties have caused this Copyright Assignment Agreement to
be executed the day and year set forth above.
By : ______________________
Title : ______________________
[Instruction: Insert signature, name and other details of Assignor]
By : ______________________
Title : ______________________
[Instruction: Insert signature, name and other details of Assignee]
Copyright Registration Number : __________________.
[Instruction: Delete this if there is no registration of the work]
[Instruction: Kindly refer to Recital section]