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 who want to transfer or obtain a copyright.
ASSIGNMENT OF COPYRIGHT
THIS ASSIGNMENT OF COPYRIGHT AGREEMENT (the “Agreement”) made the _____ day
of ______________, 20______, between _____________________ (the “Assignor”) and
______________________ (the “Assignee”).
WHEREAS the Assignor is the author of certain works which are more particularly described in
Schedule “A” attached hereto (the “Works”); and
WHEREAS the Assignee wishes to acquire the right, title, and interest in and to all of the Works
described in Schedule “A” hereto.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, the parties hereto agree as
1. The Assignor does hereby irrevocably assign to the Assignee all of its/his/her rights, title,
and interest to and in the copyright, including but not limited to, all rights of the Assignor to
prepare derivative works, all goodwill and moral rights associated with the Works.
2. The Assignee hereby acknowledges and agrees that in consideration for the assignment to
and in the copyright and the Works described in Schedule “A” hereto, the Assignee shall pay to
the Assignor the sum of _________________________ dollars ($__________) on the _____
day of ________________, 20____.
3. 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. there are no claims against the Works by any third party; and
F. 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.
4. The Assignor and the Assignee hereby acknowledge and agree that should either party or
their respective heirs, successors or assigns have to enforce the terms, conditions and provisions
of this Agreement, the party prevailing in enforcing this Agreement, shall be entitled, in addition
to such other relief as a court of applicable jurisdiction may grant, to recover its/his/her
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reasonable attorneys' fees in such enforcement of this Agreement, from the party against whom
enforcement was sought.
5. The Assignor and the Assignee hereby acknowledge and agree that this Agreement,
contains the entire understanding and agreement between the parties hereto with respect to its
subject matter and supersedes any and all prior or written or oral agreements, representations or
warranties between the parties respecting the subject matter hereof.
6. The Assignor and the Assignee hereby acknowledge and agree that this Agreement may
be amended by either of the parties hereto, upon written notice by the other party and upon the
mutual agreement of both of the parties in writing.
7. The Assignor and the Assignee hereby acknowledge and agree that should any term,
condition, provision or covenant of this Agreement, or the application thereof to any person,
shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Agreement and such term, condition, provision or covenant as applied to other
persons, places and circumstances shall remain in full force and effect.
8. The Assignee hereby acknowledges and agrees to perform any and all further acts and
execute and deliver any and all further documents that may be reasonably necessary to carry out
the provisions of this Agreement.
9. This Agreement shall be construed in accordance with, and all actions arising hereunder
shall be governed by, the laws of the Province/State of ______________________.
[SIGNATURE PAGE TO FOLLOW]
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DATED this _______ day of _____________________, 20______.
or if Assignor is a Company:
I have authority to bind the Company.
_________________________________ _______________ _________________
or if Assignee is a Company:
I have authority to bind the Company.
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DESCRIPTION OF WORKS
[Comment: insert description of copyrighted materials]
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