Rhode Island Copyright Assignment Agreement

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                             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
                                                                    s
                             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 Rhode Island 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”.

RECITALS:

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 copyrighted material]

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:

1. Assignment

   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;

3. Sublicenses

   The Assignee shall not grant sub-assignment without the prior written approval of Assignor. [Optional]

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 period.

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 Assignee;

     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.

7. Indemnification

     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 Agreement.

   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 Rhode Island,
      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.



Signature:     ______________________
By     :       ______________________
Title :        ______________________
Address:       ______________________
[Instruction: Insert signature, name and other details of Assignor]



Signature:     ______________________
By     :       ______________________
Title :        ______________________
Address:       ______________________
[Instruction: Insert signature, name and other details of Assignee]
                                                EXHIBIT A



Copyright Registration Number       :    __________________.

[Instruction: Delete this if there is no registration of the work]
[Instruction: Kindly refer to Recital section]

				
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Description: 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�s interest in the copyrighted material by transferring it to the Assignee. This document should be used by small businesses or other individuals located in Rhode Island who want to transfer or obtain a copyright.
This document is also part of a package Essential Rhode Island Legal Documents 143 Documents Included