Tennessee 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
                             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 Tennessee 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 desires to obtain the copyrights] hereinafter referred to as the


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 Owner'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, Assignor and
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
   Assignee acknowledges that 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. Sub licenses
   Assignee shall not grant sub-assignment without the prior written approval of Assignor. [Optional]

4. Payment or Consideration
   Assignee shall pay Assignor a flat fee of __________ ($__) [Instruction: Insert the amount E.g., forty
   thousand dollars only ($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 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 does not violate or infringe any personal or property rights of others, whether common law
      or statutory and
     f) the Works contains 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 have 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 attorney's reasonable 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. Assignor and Assignee are independent contractors and are not
        and shall not be construed as joint ventures, 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 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 Tennssee,
        applicable to agreements made and to be wholly performed therein

IN WITNESS WHEREOF, the parties have caused this 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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