Copyright Assignment Agreement - Template, Sample Form Pro · IN-law
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DEED OF ASSIGNMENT OF COPYRIGHT
This Deed of Assignment of Copyright (the "Deed" or "Agreement") is made and executed on ________ (the "Effective Date") at ________.
BY AND BETWEEN
________, a company incorporated under the Companies Act, 2013 (or the laws of ________), bearing Corporate Identification No.: ________ and Permanent Account Number: ________, having its registered office at ________, represented by its ________, Mr./Ms. ________, duly authorised vide Board Resolution dated ________ (hereinafter referred to as the "Assignor", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors-in-interest and permitted assigns);
AND
________, a company incorporated under the Companies Act, 2013 (or the laws of ________), bearing Corporate Identification No.: ________ and Permanent Account Number: ________, having its registered office at ________, represented by its ________, Mr./Ms. ________, duly authorised vide Board Resolution dated ________ (hereinafter referred to as the "Assignee", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors-in-interest and permitted assigns).
(The Assignor and the Assignee are hereinafter individually referred to as a "Party" and collectively as the "Parties".)
RECITALS
WHEREAS the Assignor is the first owner and proprietor of all rights, title and interest in and to the original work described herein (the "Copyrighted Work"), being a "work" in which copyright subsists under Section 13 of the Copyright Act, 1957;
WHEREAS the Assignor has the full right, absolute power and lawful authority to assign and convey the said Copyrighted Work in the manner herein set forth, free from all encumbrances, liens and adverse claims;
WHEREAS the Assignee is desirous of acquiring, and the Assignor is willing to assign, the copyright in the said Copyrighted Work in accordance with Section 18 and Section 19 of the Copyright Act, 1957, on the terms and conditions set out herein; and
WHEREAS the Assignee has agreed to accept such assignment of all rights, title and interest in respect of the Copyrighted Work on the terms recorded in this Deed.
NOW, THEREFORE, in consideration of the mutual covenants and the consideration set out herein, and intending to be legally bound, the Parties agree and this Deed witnesseth as follows:
§ 1. DEFINITIONS
1.1. "Agreement" or "Deed" means this Deed of Assignment of Copyright together with all schedules, annexures and recitals hereto.
1.3. "Assignment" means the assignment of copyright in writing executed by the Parties in accordance with Section 19 of the Copyright Act, 1957.
1.4. "Copyright Act" means the Copyright Act, 1957 together with the Copyright Rules, 2013, and any statutory modification or re-enactment thereof for the time being in force.
1.5. "Copyrighted Work" means the work more particularly described in § 3 and Schedule-A of this Deed, in which copyright subsists under the Copyright Act.
1.6. "Governmental Authority" means any government, statutory authority, government department, agency, commission, board, the Registrar of Copyrights, the Copyright Office, tribunal or court or other law, rule or regulation-making entity having jurisdiction in India or any state or subdivision thereof.
1.7. "GST" means the goods and services tax levied under the Central Goods and Services Tax Act, 2017, the relevant State/Union Territory Goods and Services Tax Act, the Integrated Goods and Services Tax Act, 2017 and the rules made thereunder.
1.8. "Moral Rights" means the author's special rights under Section 57 of the Copyright Act, including the right of paternity and the right of integrity.
§ 2. INTERPRETATION
2.1. The headings in this Deed are inserted for convenience only and shall be ignored in construing this Deed.
2.2. Unless the context otherwise requires, in this Deed:
2.2.1. words in the singular include the plural and vice versa;
2.2.2. words denoting any gender include all genders;
2.2.3. the words "written" and "in writing" include any means of visible reproduction;
2.2.4. the terms "hereof", "herein" and "hereto" refer to this entire Deed and not to any particular Clause;
2.2.5. the words "include" or "including" shall be deemed to be followed by "without limitation";
2.2.6. references to a "person" include any natural person, body corporate, association, statutory body, partnership, limited liability partnership, joint venture, trust, estate, unincorporated organisation or government or any subdivision, agency or authority thereof; and
2.2.7. references to a "Clause", "Schedule" or "Annexure" are to clauses, schedules and annexures of this Deed, as amended or supplemented from time to time.
§ 3. PARTICULARS OF THE COPYRIGHTED WORK
Author/Creator of Copyrighted Work: ________
Author/Creator address:
________
Author/Creator nationality: ________
Publication status: ________
Country of first publication: ________
Year of first publication: ________
First published by: ________
Copyright Registration Number (if registered): ________
Registration Date: ________
Class of Work (Section 13, Copyright Act): ________
Language of Copyrighted Work: ________
Description of Copyrighted Work:
________ ("Copyrighted Work")
3.1. A detailed description of the Copyrighted Work is annexed to this Deed as Schedule-A.
§ 4. ASSIGNMENT AND GRANT OF RIGHTS
4.1. In accordance with Sections 18 and 19 of the Copyright Act, the Assignor hereby irrevocably and absolutely assigns, grants, conveys and transfers to the Assignee, with effect from the Effective Date, all its rights, title and interest in and to the copyright subsisting in the Copyrighted Work, together with all rights of action, claims and remedies in respect of any past, present or future infringement thereof.
4.2. The Assignment is exclusive to the Assignee. A copy of the copyright registration certificate (if any) is annexed as Schedule-B.
4.3. The rights so assigned include, without limitation, the rights enumerated in Section 14 of the Copyright Act, namely the right to reproduce, issue copies, perform or communicate the work to the public, make translations or adaptations, and to do all acts in respect of the work or any substantial part thereof, in all formats and media now known or hereafter devised, throughout the World (or such territory as specified at § 4.4).
4.4. Territory of Assignment: ________.
4.5. The Copyrighted Work is assigned together with the goodwill of the business symbolised by the use thereof, to be held and enjoyed by the Assignee absolutely, for its own use, and that of its successors and permitted assigns, as fully as the same would have been held and enjoyed by the Assignor had this Assignment not been made.
4.6. The Assignor acknowledges and agrees that the Assignee may make reasonable edits, modifications or adaptations to the Copyrighted Work for the purposes of publication, distribution or commercialisation, provided that such edits do not constitute any distortion, mutilation or modification prejudicial to the Assignor's honour or reputation within the meaning of Section 57 of the Copyright Act, and the Assignor's right against false attribution is preserved.
4.7. The Assignee shall make reasonable efforts to ensure that the authorship and attribution of the Copyrighted Work are properly recognised and attributed to the author/Assignor in all authorised copies, publications or derivative works. The Assignor grants the Assignee the right to use the author's name, pseudonym or chosen attribution in connection with the Copyrighted Work.
4.8. In accordance with the first proviso to Section 19(4) of the Copyright Act, if the Assignee does not exercise the rights assigned within a period of one (1) year from the date of assignment, or within the following period if longer: ________, the assignment in respect of such rights shall be deemed to have lapsed, and the said rights shall revert to the Assignor, unless otherwise stipulated herein. Any consideration accounted to the Assignor up to the effective date of such reversion shall be adjusted accordingly.
4.9. The Assignor agrees to execute all further documents, instruments and assurances and to perform all acts reasonably required by the Assignee to perfect, record or register the Assignment, including the execution of Form XVI / the prescribed form for recordal of the Assignment with the Registrar of Copyrights or any other Governmental Authority.
4.10. Prior licences (if any) granted by the Assignor:
________
4.11. Prior assignments (if any) made by the Assignor:
________
§ 5. TERM AND DURATION OF ASSIGNMENT
5.1. In accordance with the second proviso to Section 19(5) of the Copyright Act, the period of assignment shall, unless otherwise stated herein, be deemed to be five (5) years from the date of assignment. The Parties hereby expressly agree that the term of this Assignment shall commence on the Effective Date and continue for the following period: ________.
5.2. Upon the expiration of the said term, this Deed shall automatically terminate and, save as otherwise provided herein, the assigned rights shall revert to the Assignor, unless renewed or extended by the Parties in writing.
§ 6. RIGHTS GRANTED
6.1. Subject to and in accordance with Section 14 of the Copyright Act, the Assignor grants to the Assignee the following rights:
6.1.1. the right to reproduce and make copies of the Copyrighted Work in any format or medium, physical or digital, in whole or in part;
6.1.2. the right to distribute, sell, rent, lease or otherwise make the Copyrighted Work available to the public, whether through physical copies, digital downloads, online streaming or any other means;
6.1.3. the right to publicly perform, display, exhibit, communicate or present the Copyrighted Work in any form of public presentation;
6.1.4. the right to create derivative works, including translations, adaptations, modifications, compilations or transformations, of the Copyrighted Work; and
6.1.5. the sole and exclusive authority to exercise these rights during the term of this Deed, and the Assignor shall not grant similar rights to any third party during such period without the prior written consent of the Assignee.
§ 7. CONSIDERATION AND STAMP DUTY
7.1. In consideration of the Assignment, the Assignee shall pay to the Assignor a one-time lump-sum consideration of Rs ________ (Rupees ________ only).
7.2. Where applicable, the Assignee shall additionally pay royalties to the Assignor/author in accordance with the third and fourth provisos to Section 18(1) of the Copyright Act, on the following terms: ________.
7.3. Payment shall be made by ________ to the following bank account:
________
7.4. The lump-sum consideration shall be paid upfront upon execution of this Deed.
7.5. Any amount not paid on or before its due date shall carry interest at the rate of ________% per annum on the unpaid sum until realisation, without prejudice to any other remedy available to the Assignor.
7.6. This Deed shall be duly stamped in accordance with the Indian Stamp Act, 1899 (or the applicable State Stamp Act) of the State of ________. The stamp duty and other costs in relation to the execution and registration of this Deed shall be borne by ________.
§ 8. GOODS AND SERVICES TAX
8.1. Unless otherwise expressly agreed, all amounts payable under this Deed are exclusive of GST.
8.2. The Assignee shall pay the applicable GST amount to the Assignor at the same time as making the underlying payment.
8.3. The Assignee's obligation to pay the GST amount is conditional upon the Assignor providing a valid tax invoice in accordance with the GST law.
§ 9. ASSIGNOR'S REPRESENTATIONS AND WARRANTIES
9.1. The Assignor represents and warrants that:
9.1.1. it has the full legal authority and capacity to enter into and perform this Deed;
9.1.2. it is the sole and absolute owner of, or otherwise lawfully controls, the copyright in the Copyrighted Work, free from all encumbrances;
9.1.3. it has full legal authority to assign the Copyrighted Work to the Assignee;
9.1.4. there are no restrictions, legal or otherwise, preventing it from entering into this Deed;
9.1.5. the Copyrighted Work is an original creation and is not a reproduction, adaptation or derivative of any existing copyrighted material without appropriate authorisation, and does not contain any defamatory, obscene, unlawful or infringing content;
9.1.6. it has not granted any licence or assignment to any third party that would conflict with the rights assigned hereunder;
9.1.7. it shall duly notify all existing licensees or assignees (if any) of this Deed where required under Applicable Law or contractual obligations;
9.1.8. all information furnished to the Assignee regarding the Copyrighted Work, including its creation, authorship, publication and registration, is true, accurate and complete to the best of its knowledge, and it shall promptly notify the Assignee in writing of any change thereto;
9.1.9. it shall cease all use of the Copyrighted Work and any confusingly similar work and shall not challenge the Assignee's rights therein;
9.1.10. from the date of assignment it shall not claim any right or interest in the assigned Copyrighted Work, save for its Moral Rights under Section 57 of the Copyright Act, which subsist independently of this Assignment;
9.1.11. this Deed and the Copyrighted Work do not violate any agreement or infringe the intellectual property rights of any third party;
9.1.12. there are no legal claims or actions, existing or threatened, that may adversely affect the Assignee's ability to use the Copyrighted Work; and
9.1.13. in the event of any breach of the foregoing warranties, the Assignor shall:
________
§ 10. ASSIGNEE'S REPRESENTATIONS AND WARRANTIES
10.1. The Assignee represents and warrants that:
10.1.1. it has full legal authority and capacity to enter into and perform this Deed;
10.1.2. it shall comply with all Applicable Laws, regulations and industry standards in exercising the rights assigned hereunder;
10.1.3. it shall take reasonable measures to protect and enforce the assigned rights; and
10.1.4. it shall use the Copyrighted Work only in accordance with the terms of this Deed.
§ 11. INDEMNIFICATION
11.1. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against all losses arising from or in connection with any third-party claims relating to:
11.1.1. any breach of the confidentiality provisions of this Deed;
11.1.2. injury, death or damage to property caused by the acts or omissions of the Indemnifying Party or its employees or representatives;
11.1.3. the Indemnifying Party's failure to comply with any Applicable Law; and
11.1.4. any fraud, wilful default or gross negligence of the Indemnifying Party or its employees or representatives, including any fines or penalties imposed by any Governmental Authority.
11.2. The indemnification rights are in addition to, and independent of, any other rights and remedies available at law or in equity, including specific performance, rescission and injunctive relief.
11.3. The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnity is sought; failure to give such notice shall not relieve the Indemnifying Party except to the extent of actual prejudice caused thereby.
11.4. The Indemnifying Party shall have the right to control the defence and settlement of any such claim, provided it shall not, without the Indemnified Party's prior written consent, settle any claim in a manner imposing liability or obligation on the Indemnified Party.
11.5. The Indemnified Party shall reasonably cooperate in the defence of any such claim at the Indemnifying Party's expense.
11.6. This Clause shall survive the termination or expiry of this Deed.
§ 12. CONFIDENTIAL INFORMATION
12.2. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Deed; (ii) is lawfully received from a third party free of confidentiality restrictions; or (iii) was already in the Receiving Party's possession prior to disclosure, as evidenced by written records.
12.3. The Receiving Party may disclose Confidential Information where legally compelled by any law, regulation or court order, provided it gives the Disclosing Party prompt notice and a reasonable opportunity to contest such disclosure, and limits the scope thereof to the extent possible.
12.4. The Receiving Party shall (i) maintain confidentiality of the Confidential Information; (ii) use it solely for the purpose of this Deed; and (iii) notify the Disclosing Party of any breach within twenty-four (24) hours of its occurrence.
12.5. The confidentiality obligations shall survive the termination of this Deed for a period of: ________.
§ 13. FORCE MAJEURE
13.1. "Force Majeure Event" means any event beyond a Party's reasonable control preventing performance of its obligations, including: (i) acts of God (fires, explosions, earthquakes, drought, floods); (ii) war, hostilities, invasion, embargo; (iii) rebellion, revolution, insurrection or civil war; (iv) riots, commotions and strikes; and (v) acts or threats of terrorism, epidemic or pandemic.
13.2. Neither Party shall be liable for any failure to perform caused by a Force Majeure Event, and the affected obligations shall stand suspended for the duration of such event.
13.3. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance without delay.
13.4. The Parties shall consult together to mitigate losses and ensure the smooth functioning of this Deed.
§ 14. NOTICES
All notices under this Deed shall be in writing and deemed duly given if (a) delivered by hand against receipt, (b) sent by registered post or speed post with acknowledgement due, or (c) sent by email to the addresses below.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
§ 15. SEVERABILITY
If any provision of this Deed is held invalid or unenforceable by a court or authority of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.
§ 16. NO WAIVER
No failure or delay by any Party in enforcing any provision of this Deed shall operate as a waiver thereof, nor affect the validity of this Deed or the right of a Party to enforce each provision in accordance with its terms.
§ 17. ASSIGNMENT OF AGREEMENT
Neither Party shall assign or transfer any of its rights or obligations under this Deed, in whole or in part, without the prior written consent of the other Party. Any purported assignment in violation hereof shall be void. Subject to the foregoing, this Deed shall be binding upon and enure to the benefit of the Parties and their respective successors-in-interest and permitted assigns.
§ 18. RULE OF CONSTRUCTION
The Parties acknowledge that each has reviewed and negotiated this Deed, and accordingly the rule of construction resolving ambiguities against the drafting Party shall not apply. The terms of this Deed shall be construed fairly as to both Parties.
§ 19. SPECIFIC PERFORMANCE
Each Party agrees that the restrictive covenants herein are fair and reasonable and necessary to protect legitimate interests, and that the other Party would be irreparably harmed by a breach. Accordingly, such covenants may be enforced by temporary and/or permanent injunctive relief in accordance with the Specific Relief Act, 1963, without prejudice to other available remedies.
§ 20. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
20.1. Any dispute, controversy or claim arising out of or in connection with this Deed shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, including any statutory modification or re-enactment thereof. The dispute shall be referred to a sole arbitrator to be mutually appointed by the Parties. Each Party shall bear its own costs, and the arbitrator's fees shall be borne equally. The seat and venue of arbitration shall be: ________, and the language of arbitration shall be: ________. The arbitral award shall be final and binding on the Parties.
20.2. This Deed shall be governed by and construed in accordance with the laws of India, and subject to § 20.1, the courts at ________ shall have exclusive jurisdiction.
§ 21. LEGAL FEES AND COSTS
In any legal action to enforce this Deed, the prevailing Party shall be entitled to recover from the other Party all reasonable enforcement costs, including reasonable legal fees, whether incurred before, during or after trial, including any appeal.
§ 22. SURVIVAL
Notwithstanding anything to the contrary, upon termination or expiry of this Deed, all provisions which by their nature are intended to survive, including those relating to indemnification, confidentiality, dispute resolution and governing law, shall remain in full force and effect.
§ 23. COUNTERPARTS
This Deed may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
§ 24. ENTIRE AGREEMENT
This Deed constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings and negotiations, whether oral or written. The Parties confirm that they have read and understood this Deed and have executed it voluntarily, without duress or coercion.
IN WITNESS WHEREOF, the Parties hereto have executed this Deed on ________.
FOR ASSIGNOR:
________
Authorised Signatory: ________ (________)
Date:
Signature:
FOR ASSIGNEE:
________
Authorised Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name: ________
Address: ________
Govt. ID Name & No.: ________
Signature:
WITNESS-2
Name: ________
Address: ________
Govt. ID Name & No.: ________
Signature:
The undersigned, being a duly appointed Notary Public, located at ________, on this date, the above-named ________ (for the Assignor) and ________ (for the Assignee), appeared before me and, having been properly identified to me, did sign the foregoing instrument.
IN TESTIMONY WHEREOF I subscribe my name and affix my notarial seal on this ________ day of ________.
_______________________
Notary Public
Address: ________
SCHEDULE-A
(Details and Description of the Copyrighted Work)
________
SCHEDULE-B
(Copy of the Copyright Registration Certificate, if any)
________
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