COPYRIGHT ASSIGNMENT AGREEMENT

Effective Date: _____ day of _________________, 20_____

PARTIES

ASSIGNOR:

ASSIGNEE:

RECITALS

WHEREAS, Assignor is the sole author and owner of the copyrighted work(s) described in Exhibit A (the "Work");

WHEREAS, pursuant to 17 U.S.C. § 201(d), the ownership of a copyright may be transferred in whole or in part by any means of conveyance;

WHEREAS, pursuant to 17 U.S.C. § 204(a), a transfer of copyright ownership is not valid unless an instrument of conveyance is in writing and signed by the owner of the rights conveyed;

WHEREAS, Assignee desires to acquire all right, title, and interest in and to the Work, including all copyrights therein; and

WHEREAS, Assignor desires to assign such rights to Assignee upon the terms and conditions set forth herein.

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:

ARTICLE I: DEFINITIONS

Section 1.1 For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Copyright" means all rights in and to the Work under 17 U.S.C. § 106, including the exclusive rights to reproduce, prepare derivative works, distribute copies, perform publicly, display publicly, and transmit digitally (for sound recordings).

(b) "Copyright Registration" means any registration of the Work with the U.S. Copyright Office or any foreign copyright office.

(c) "Derivative Work" has the meaning set forth in 17 U.S.C. § 101.

(d) "Effective Date" means the date first written above.

(e) "Territory" means worldwide.

(f) "Term" means the full term of copyright protection under 17 U.S.C. §§ 302-305, including any renewals or extensions.

(g) "Work" means the copyrighted work(s) described in Exhibit A, including all drafts, versions, and materials created in connection therewith.

ARTICLE II: ASSIGNMENT OF COPYRIGHT

Section 2.1 Grant of Assignment

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, forever, all right, title, and interest in and to the Work, including but not limited to:

(a) The entire Copyright in the Work throughout the Territory for the full Term;

(b) All exclusive rights under 17 U.S.C. § 106, including:
- The right to reproduce the Work (17 U.S.C. § 106(1));
- The right to prepare Derivative Works (17 U.S.C. § 106(2));
- The right to distribute copies (17 U.S.C. § 106(3));
- The right to perform the Work publicly (17 U.S.C. § 106(4));
- The right to display the Work publicly (17 U.S.C. § 106(5));
- The right of digital audio transmission for sound recordings (17 U.S.C. § 106(6));

(c) All causes of action for past, present, and future infringement of the Copyright;

(d) All rights to collect damages, profits, and other remedies for any such infringement;

(e) All rights to register the Copyright with the U.S. Copyright Office or any foreign copyright office;

(f) All renewal and extension rights; and

(g) All other rights of every kind and nature pertaining to the Work, whether now known or hereafter devised.

Section 2.2 Moral Rights Waiver

To the extent permitted by applicable law, Assignor hereby waives any and all moral rights (including rights of attribution and integrity) in the Work pursuant to the Visual Artists Rights Act (17 U.S.C. § 106A) or any similar rights under foreign law. Assignor agrees not to assert any such rights against Assignee or its successors, assigns, or licensees.

Section 2.3 Complete Transfer

This assignment constitutes a complete and unconditional transfer of all Copyright in the Work. After the Effective Date, Assignor shall have no remaining rights in the Work except as expressly provided in this Agreement.

ARTICLE III: CONSIDERATION

Section 3.1 Payment

In consideration for the assignment of Copyright, Assignee shall pay Assignor:

☐ Lump Sum Payment:
Amount: $_________________________
Due: ☐ Upon execution ☐ Within _____ days of execution

☐ Royalty Payments:
Percentage: _____% of Net Revenue
Payment Schedule: ☐ Monthly ☐ Quarterly ☐ Annually
Minimum Guarantee: $_________________________

☐ Combination:
Upfront Payment: $_________________________
Plus Royalty: _____% of Net Revenue

☐ Other Consideration:
_____________________________________________

Section 3.2 Payment Terms

All payments shall be made in U.S. dollars by check or wire transfer to the account designated by Assignor. Royalty payments shall be accompanied by a written statement showing the calculation of amounts due.

ARTICLE IV: REPRESENTATIONS AND WARRANTIES

Section 4.1 Assignor's Representations

Assignor represents and warrants that:

(a) Assignor is the sole author and owner of the Work, or has acquired all rights necessary to make this assignment;

(b) The Work is original and does not infringe any copyright, trademark, patent, trade secret, or other intellectual property right of any third party;

(c) Assignor has not previously assigned, transferred, licensed, pledged, or encumbered any rights in the Work that would conflict with this assignment;

(d) No third party has any claim, lien, or interest in the Copyright;

(e) The Work does not contain any defamatory, obscene, or unlawful material;

(f) Assignor has the full right, power, and authority to enter into this Agreement and to grant the rights granted herein;

(g) The Work is not subject to any pending litigation, and Assignor is not aware of any threatened claims regarding the Work;

(h) If the Work incorporates any third-party materials, Assignor has obtained all necessary permissions and licenses;

(i) Assignor is not an employee creating the Work within the scope of employment (or if so, has obtained employer's consent); and

(j) The Work has not been registered with the U.S. Copyright Office, or if registered, no conflicting transfers have been recorded pursuant to 17 U.S.C. § 205.

Section 4.2 Assignee's Representations

Assignee represents and warrants that:

(a) Assignee has the full right, power, and authority to enter into this Agreement; and

(b) Assignee will use the Work in compliance with all applicable laws.

ARTICLE V: COVENANTS

Section 5.1 Further Assurances

Assignor agrees to execute and deliver such further documents, instruments, and assurances, and to take such further actions, as Assignee may reasonably request to effectuate the purposes of this Agreement, including:

(a) Execution of U.S. Copyright Office Form CO or other registration documents;

(b) Execution of short-form assignment suitable for recordation under 17 U.S.C. § 205;

(c) Assistance in prosecuting or defending any infringement claims;

(d) Execution of similar documents for registration in foreign jurisdictions; and

(e) Any other documents necessary to perfect Assignee's title.

Section 5.2 Power of Attorney

Assignor hereby irrevocably appoints Assignee as Assignor's attorney-in-fact, with full power of substitution, to execute any documents and take any actions that Assignor is obligated to take under this Agreement but fails to take within ten (10) days after written request by Assignee.

Section 5.3 Cooperation in Enforcement

Assignor shall cooperate with Assignee in any action to enforce the Copyright, including providing testimony, documents, and other assistance. Assignee shall reimburse Assignor's reasonable out-of-pocket expenses incurred in providing such cooperation.

Section 5.4 No Challenge

Assignor shall not challenge or contest, directly or indirectly, Assignee's ownership of the Copyright or the validity of this assignment.

ARTICLE VI: TERMINATION RIGHTS NOTICE (17 U.S.C. §§ 203, 304)

Section 6.1 Statutory Termination Rights

THE PARTIES ACKNOWLEDGE THAT UNDER 17 U.S.C. § 203, THE AUTHOR OF A COPYRIGHTED WORK (OR CERTAIN HEIRS) MAY TERMINATE THIS ASSIGNMENT DURING A FIVE-YEAR PERIOD BEGINNING AT THE END OF THIRTY-FIVE (35) YEARS FROM THE DATE OF THIS ASSIGNMENT. THIS RIGHT CANNOT BE WAIVED OR CONTRACTED AWAY.

Section 6.2 Termination Notice Requirements

To exercise termination rights, the terminating party must serve advance written notice on Assignee (or Assignee's successors) not less than two (2) nor more than ten (10) years before the termination effective date, and must record a copy of the notice with the Copyright Office before the termination effective date.

Section 6.3 Exception for Work Made for Hire

Termination rights do not apply if the Work is a "work made for hire" as defined in 17 U.S.C. § 101.

ARTICLE VII: RECORDATION

Section 7.1 Recordation with Copyright Office

Assignee may record this Agreement or a short-form version hereof with the U.S. Copyright Office pursuant to 17 U.S.C. § 205. Such recordation shall provide constructive notice of the transfer.

Section 7.2 Priority

The parties acknowledge that under 17 U.S.C. § 205(d), recordation of this Agreement within one (1) month of execution (or within two (2) months if executed outside the United States) will give this transfer priority over any subsequent conflicting transfer.

Section 7.3 Cooperation

Assignor shall cooperate fully with Assignee in recordation proceedings and shall provide any acknowledgments or certifications required by the Copyright Office.

ARTICLE VIII: INDEMNIFICATION

Section 8.1 Assignor Indemnification

Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any breach of Assignor's representations, warranties, or covenants;

(b) Any claim that the Work infringes any third-party intellectual property rights;

(c) Any claim by a third party asserting rights in the Work; or

(d) Any inaccuracy in Assignor's statements regarding the Work.

Section 8.2 Indemnification Procedures

The indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate in the defense thereof. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that it shall not settle any claim in a manner that adversely affects the indemnified party without consent.

ARTICLE IX: LIMITATION OF LIABILITY

Section 9.1 Consequential Damages

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF ARTICLE II, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 9.2 Liability Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF ARTICLE II, ASSIGNOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CONSIDERATION PAID BY ASSIGNEE UNDER ARTICLE III.

ARTICLE X: DISPUTE RESOLUTION

Section 10.1 Governing Law

This Agreement shall be governed by and construed in accordance with federal copyright law and the laws of the State of _________________________, without regard to its conflicts of law principles.

Section 10.2 Jurisdiction and Venue

Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in _________________________, and each party consents to personal jurisdiction in such courts.

Section 10.3 Injunctive Relief

Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either party may seek injunctive or other equitable relief without posting a bond.

Section 10.4 Attorneys' Fees

The prevailing party in any legal proceeding to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE XI: GENERAL PROVISIONS

Section 11.1 Entire Agreement

This Agreement, including Exhibit A, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, agreements, and understandings.

Section 11.2 Amendments

This Agreement may not be amended or modified except by a written instrument signed by both parties.

Section 11.3 Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving party. A waiver of any provision shall not constitute a waiver of any other provision.

Section 11.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 11.5 Assignment

Assignee may assign this Agreement and the Copyright without Assignor's consent. Assignor may not assign any rights or obligations under this Agreement.

Section 11.6 Notices

All notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above, or by email with confirmation of receipt.

Section 11.7 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

Section 11.8 Survival

The provisions of Articles IV, V, VI, VIII, IX, X, and XI shall survive the execution of this Agreement.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Copyright Assignment Agreement as of the Effective Date.

ASSIGNOR:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title (if entity): _____________________________________________

Date: _____________________________________________

ASSIGNEE:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title (if entity): _____________________________________________

Date: _____________________________________________

EXHIBIT A: DESCRIPTION OF WORK

Work Information

Detailed Description

_____________________________________________

_____________________________________________

_____________________________________________

Attached Materials

☐ Copy of the Work attached
☐ Registration certificate attached (if applicable)
☐ Screenshots/samples attached
☐ Other: _________________________

SHORT-FORM ASSIGNMENT (For Recordation)

For recordation with the U.S. Copyright Office pursuant to 17 U.S.C. § 205:

KNOW ALL PERSONS BY THESE PRESENTS:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned ASSIGNOR hereby assigns, transfers, and conveys to ASSIGNEE, its successors and assigns, all right, title, and interest in and to the following copyrighted work(s), including all copyrights therein:

Title: _____________________________________________

Author: _____________________________________________

Registration No. (if any): _____________________________________________

This assignment includes all causes of action for infringement and all rights to collect damages.

Executed this _____ day of _________________, 20_____.

ASSIGNOR: _____________________________________________

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Copyright assignments involve complex legal and tax considerations. Consult with a qualified intellectual property attorney before executing any copyright assignment.