Copyright Transfer Agreement - Template, Sample Form Pro · EN-CA-law

COPYRIGHT ASSIGNMENT AGREEMENT

(Made pursuant to the Copyright Act, R.S.C. 1985, c. C-42)

Province of ________

Effective Date: ________

BETWEEN

This Copyright Assignment Agreement (the “Agreement”) is made and entered into as of the Effective Date stated above, by and between:

THE ASSIGNOR. ________, an individual / business (business or registration number, if applicable: ________) having its principal place of residence or business at:

________

(the “Assignor”)

- AND -

THE ASSIGNEE. ________, a business incorporated / registered under the laws of ________ (business or registration number, if applicable: ________) having its principal place of business at:

________

(the “Assignee”)

The Assignor and the Assignee are collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

A. The Assignor is the author and first owner of the copyright in the work described below (the “Work”):

________.

B. The Assignee is a business carrying on the following activity:

________.

C. The Assignor wishes to assign, and the Assignee wishes to acquire, the copyright and related economic rights in the Work upon the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

§ 1 – ASSIGNMENT OF COPYRIGHT

1.1 In accordance with section 13 of the Copyright Act (Canada), the Assignor hereby irrevocably assigns, transfers and conveys to the Assignee, who accepts, all of the Assignor’s right, title and interest in and to the copyright and all economic rights in the Work, for the purpose of the following exploitation:

________.

1.2 The assignment is made on an exclusive basis. The Assignor shall not, within the Territory and for the Term, exploit the assigned rights, directly or indirectly, nor authorize their exploitation by any third party.

1.3 This assignment is required by law to be in writing and signed by the Assignor as the owner of the right pursuant to subsection 13(4) of the Copyright Act.

1.4 The Assignee undertakes to exploit the Work in strict compliance with the moral rights of the author. The Assignor expressly ________ (waives / does not waive) the moral rights in the Work as provided under section 14.1 of the Copyright Act. To the extent the moral rights are waived, such waiver may be invoked by the Assignee and by any person authorized by the Assignee to use the Work.

§ 2 – RIGHTS ASSIGNED

This assignment includes, without limitation:

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2.3 The right to adapt, modify, translate, arrange, retouch or transform the Work to permit its exploitation in accordance with its intended purpose.

2.4 The right to manufacture, market, distribute and/or sell derivative products that reproduce, incorporate or evoke, in their form or content, all or part of the Work.

2.5 By express agreement, the Assignee may authorize, including by way of licence or sub-licence, the exploitation by a third party of all or part of the rights assigned hereunder, provided that the Assignee informs the Assignor and provides reasonable particulars of the sub-licensed third party.

§ 3 – TERRITORY

3.1 The assignment is valid for the following territory (the “Territory”): ________.

§ 4 – TERM

4.1 The assignment takes effect on the Effective Date and is granted for the following term (the “Term”): ________.

4.2 The copyright in the Work subsists for the full statutory term of protection provided under the Copyright Act (Canada) and any applicable foreign legislation and international conventions then or thereafter in force. Upon expiry of that statutory term, the Work shall enter the public domain.

4.3 Notwithstanding any provision herein, the Parties acknowledge the right of the Assignor’s estate to terminate this assignment by operation of subsection 14(1) of the Copyright Act at the end of twenty-five (25) years following the death of the Assignor, where applicable.

§ 5 – CONSIDERATION AND REMUNERATION

5.1 In consideration of the assignment, the Assignee shall pay to the Assignor a royalty proportional to the net revenues derived from the exploitation of the Work, calculated as follows:

________

5.2 Upon execution of this Agreement, the Assignee shall pay to the Assignor a non-refundable advance against royalties in the amount of ________ dollars ($________), recoverable from the royalty referred to in § 5.1.

5.3 All amounts payable hereunder are exclusive of applicable taxes (including GST/HST), which shall be added where required by law. All payments shall be made by cheque or electronic bank transfer to the order of the Assignor, upon presentation of a valid invoice, within ________ days of receipt.

§ 6 – ACCOUNTING AND AUDIT

6.1 The Assignee shall account to the Assignor for the exploitation of the Work and the calculation of the remuneration due. The Assignee shall deliver to the Assignor a statement of account on the following periodic basis: ________.

6.2 The Assignor, or its duly appointed representative, may upon reasonable prior notice obtain access to any record, document, exhibit or contract reasonably necessary to verify the accuracy of the accounts. The Assignee shall maintain complete and accurate books and records for not less than six (6) years.

§ 7 – REPRESENTATIONS AND WARRANTIES

7.1 The Assignor represents and warrants that it is the sole author and first owner of the copyright in the Work and of the assigned rights, and that nothing impedes their exploitation by the Assignee.

7.2 The Assignor represents and warrants that the Work is entirely original and does not infringe, by reproduction, resemblance or otherwise, the copyright, moral rights or any other right of any third party.

7.3 The Assignor warrants to the Assignee quiet enjoyment of the assigned rights.

7.4 The Assignor represents and warrants that no litigation, claim or proceeding has been commenced or, to its knowledge, threatened that could directly or indirectly jeopardize the assigned rights.

7.5 The Assignor shall cooperate with the Assignee in all steps reasonably necessary to protect and enforce the assigned rights, including the execution of further documents required to perfect or register the assignment, and shall provide such documents upon first written request.

§ 8 – INDEMNIFICATION

8.1 The Assignor shall indemnify, defend and hold harmless the Assignee from and against any loss, damage, liability, cost or expense (including reasonable legal fees) arising out of any breach of the representations, warranties or covenants set out in § 7.

§ 9 – OBLIGATION TO EXPLOIT

9.1 The Assignee shall use commercially reasonable efforts to ensure the continuous exploitation of the Work in accordance with the customary practices of its industry.

9.2 In the event of a failure to exploit the Work, this Agreement shall terminate by operation of law upon the expiry of a period of two (2) months following written notice delivered by registered mail (with acknowledgement of receipt) that has remained without effect.

§ 10 – DELIVERY OF MATERIALS

10.1 Upon execution of this Agreement, the Assignor shall deliver to the Assignee the Work in its complete and final version, accepted by the Assignee, together with all supports, files and elements necessary for the exploitation of the assigned rights.

§ 11 – CONFIDENTIALITY

11.1 Each Party undertakes to keep strictly confidential all information, documents and data of any nature whatsoever, whether commercial, technical, financial or otherwise, communicated to it by the other Party or of which it becomes aware in the course of performing this Agreement.

11.2 This obligation of confidentiality applies for the entire Term and shall survive for a period of five (5) years following the expiry or termination of this Agreement, for any reason whatsoever.

11.3 Each Party shall ensure that this obligation is observed by its employees, agents and any other person acting on its behalf.

11.4 This obligation does not apply to information that is in the public domain (otherwise than through breach of this Agreement), that was lawfully known to the receiving Party prior to disclosure, or whose disclosure is required by law or by a competent judicial or administrative authority.

§ 12 – FORCE MAJEURE

12.1 Neither Party shall be liable for any failure or delay in performing its obligations resulting from an event of force majeure, being an event beyond its reasonable control that it could not reasonably foresee or overcome.

12.2 The affected Party shall notify the other Party by registered mail (with acknowledgement of receipt), describing the event and providing an estimate of its expected duration.

12.3 A force majeure event suspends performance of this Agreement. If performance cannot be resumed after a period of one (1) month, either Party may terminate this Agreement by registered mail (with acknowledgement of receipt), without notice or compensation on either side.

§ 13 – NOTICES AND ADDRESS FOR SERVICE

13.1 For the purposes of this Agreement, the Parties elect domicile at their respective addresses set out above. Any change of address must be notified without delay to the other Party by registered mail (with acknowledgement of receipt). Notices shall be deemed received upon actual delivery or on the fifth (5th) business day following mailing, whichever is earlier.

§ 14 – GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral.

14.2 Amendment. No amendment to this Agreement is effective unless made in writing and signed by both Parties.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 No Waiver. The failure of a Party to enforce any provision shall not constitute a waiver of that or any other provision.

14.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except as expressly permitted herein.

14.6 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one and the same instrument.

§ 15 – GOVERNING LAW AND FORUM

15.1 This Agreement is governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein.

15.2 The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of ________, sitting in the judicial district of ________.

EXECUTION

Executed at ________, on ________.

In two (2) original copies.

THE ASSIGNEE

_________________________________
________, Authorized Representative of ________

Title: ________

Date: ________

THE ASSIGNOR

_________________________________
________, Authorized Representative of ________

Title: ________

Date: ________

WITNESS

_________________________________
________, Witness

Address: ________