Copyright Assignment - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
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COPYRIGHT ASSIGNMENT AGREEMENT
State of ________
This Copyright Assignment Agreement (this "Assignment") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:
________, a ________, with an address at:
________
and ________, a ________, with an address at:
________
Hereinafter, "Assignor" shall refer to ________, and "Assignee" shall refer to ________. Assignor and Assignee are each a "Party" and collectively the "Parties."
RECITALS
WHEREAS, Assignor has created and/or is the sole and exclusive owner of all right, title, and interest in and to the following original work(s) of authorship: ________ (collectively, the "Work"), including, where applicable, the copyright registration(s) and/or application(s) identified as ________;
WHEREAS, Assignee desires to acquire all right, title, and interest in and to the Work, together with all copyrights subsisting therein, whether registered or unregistered, in the United States and in any and all foreign countries; and
WHEREAS, Assignor desires to assign and transfer such right, title, and interest to Assignee on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. ASSIGNMENT
1.2. This Assignment includes, without limitation, all right, title, and interest in and to any and all derivative works arising from or based upon the Work, all rights to reproduce, distribute, publicly perform, publicly display, and prepare derivative works of the Work, all rights to sue for and recover damages and other remedies for any past, present, and future infringements thereof, and all rights to claims, causes of action, and proceeds of any kind relating thereto.
1.3. To the extent the Work qualifies as a "work made for hire" under 17 U.S.C. § 101, the Parties acknowledge such status; to the extent it does not, the assignment set forth herein shall fully effect the transfer of all rights to Assignee.
§ 2. COOPERATION AND FURTHER ASSURANCES
2.1. Assignor agrees to cooperate fully with Assignee in conveying and perfecting the right, title, and interest in and to the Work. Such cooperation includes the prompt completion and execution of any and all documents reasonably necessary, including oaths, declarations, specifications, assignments, or other instruments required to effectuate and record the complete conveyance of the Work and the copyrights therein.
2.2. Assignor further agrees to provide reasonable assistance in any proceedings before the United States Copyright Office or the corresponding authority of any foreign country, and to execute such further documents and take such further actions as Assignee may reasonably request to evidence, perfect, or enforce the rights assigned hereunder.
§ 3. CONSIDERATION AND PAYMENT
3.1. In consideration of the assignment granted herein, Assignee agrees to pay Assignor the sum of $________ (________), payable in accordance with the following terms: ________.
3.2. The Parties acknowledge that the consideration set forth herein is adequate and sufficient to support the obligations of the Parties under this Assignment.
§ 4. RECORDATION
Assignor authorizes Assignee to cause this Assignment to be recorded, and authorizes the Register of Copyrights of the United States and any other governmental official to record and register this Assignment, in accordance with 17 U.S.C. § 205.
§ 5. REPRESENTATIONS AND WARRANTIES
5.2. Assignor agrees to indemnify and hold harmless Assignee from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties set forth in this Article.
§ 6. NO CONFLICT
Assignor warrants and represents that Assignor is not a party to, and will not become a party to, any assignment, agreement, or other contract that is or would be in conflict with this Assignment or that would impair the rights conveyed to Assignee hereunder.
§ 7. SUCCESSORS AND ASSIGNS
The rights and obligations under this Assignment shall inure to the benefit of, and be binding upon, the respective heirs, executors, administrators, successors, and permitted assigns of each Party.
§ 8. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Assignment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid and binding pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law. If the dates of execution differ, this Assignment shall be effective as of the later date of signature.
§ 9. ENTIRE AGREEMENT
This Assignment constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral.
§ 10. AMENDMENT
This Assignment may not be amended or modified except by a written instrument signed by both Assignor and Assignee. Any such amendment or modification shall be effective only when duly executed by both Parties.
§ 11. SEVERABILITY
If any provision of this Assignment is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.
§ 12. NOTICES
All notices under this Assignment shall be in writing and delivered to the addresses set forth above, or to such other address as a Party may designate in writing, and shall be deemed given upon personal delivery, upon confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized courier or the United States Postal Service, postage prepaid.
§ 13. GOVERNING LAW AND JURISDICTION
This Assignment shall be governed by and construed in accordance with the laws of the United States of America, including the Copyright Act (17 U.S.C. § 101 et seq.), and the laws of the State of ________, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________, State of ________, for the resolution of any dispute arising under this Assignment.
IN WITNESS WHEREOF, the Parties have executed and delivered this Assignment as of the dates set forth below.
ASSIGNOR: ________
Signature: ___________________________
Name/Title: ________
Date: _______________________________
ASSIGNEE: ________
Signature: ___________________________
Name/Title: ________
Date: _______________________________
ACKNOWLEDGMENT / NOTARIZATION
State of ________
County of ________
On this date, ________, before me, the undersigned Notary Public, personally appeared ________, the Assignor named in the foregoing Assignment, who is personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public Signature: ___________________________
Printed Name: ________
My Commission Expires: ________
Seal:
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