COPYRIGHT REGISTRATION AND FILING AGREEMENT

[SHORT TITLE: “Copyright Registration Agreement”]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits

1. DOCUMENT HEADER

1.1 Parties.
This Copyright Registration and Filing Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [COPYRIGHT OWNER LEGAL NAME], a [state/country] [entity type/individual] having a principal place of business/residence at [ADDRESS] (“Owner”); and

(b) [FILING AGENT LEGAL NAME], a [state/country] [entity type] having a principal place of business at [ADDRESS] (“Agent”).

Owner and Agent may be referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals.
WHEREAS, Owner is the creator and/or proprietary owner of the original work(s) of authorship described in Exhibit A (each, a “Work”);

WHEREAS, Owner desires to obtain statutory copyright registration for the Work(s) under Title 17 of the United States Code (the “Copyright Act”); and

WHEREAS, Agent possesses expertise in preparing, submitting, and prosecuting copyright registration applications before the United States Copyright Office (the “USCO”) and agrees to provide such services to Owner on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Section 2 shall have the meanings ascribed elsewhere in the Agreement.

2.1 “Application” means the complete copyright registration application package prepared for each Work, including all required forms (currently Form CO), filing fees, deposit copies, and any supplemental submissions.

2.2 “Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday.

2.3 “Deposit Copies” means the copy(ies) or phonorecord(s) of the Work(s) required under 17 U.S.C. § 408.

2.4 “Government Fees” means the official fees assessed by the USCO (or Library of Congress) for filing and processing the Application(s).

2.5 “Services” means the preparation, filing, monitoring, and prosecution of the Application(s) by Agent as further described in Section 3.

2.6 “Statutory Damages Cap” means the limitations on damages as provided under 17 U.S.C. § 504.

[// GUIDANCE: Add or delete defined terms as required for your matter; keep alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Engagement of Agent.
Owner hereby engages Agent, and Agent accepts such engagement, to perform the Services in accordance with this Agreement and applicable federal copyright law.

3.2 Scope of Services.
(a) Preparation and Filing. Agent shall (i) review information and materials supplied by Owner; (ii) prepare the Application(s); (iii) file the Application(s) electronically with the USCO; and (iv) submit Deposit Copies in the manner prescribed by 17 U.S.C. § 408 and relevant USCO regulations.
(b) Prosecution and Correspondence. Agent shall monitor correspondence from the USCO, respond to routine office communications, and notify Owner promptly of any substantive office actions requiring Owner’s input.
(c) Delivery of Certificate. Upon registration, Agent shall deliver the Certificate(s) of Registration to Owner.

3.3 Owner Responsibilities.
(a) Accurate Information. Owner shall provide complete and accurate information necessary for the Application(s) and shall execute any documents reasonably required for Agent to perform the Services.
(b) Cooperation. Owner shall cooperate with Agent in responding to USCO inquiries and shall provide additional Deposit Copies if requested.
(c) Payment. Owner shall timely pay all Fees in accordance with Section 3.4.

3.4 Consideration; Fees.
(a) Service Fee. Owner shall pay Agent a professional fee of [SERVICE FEE AMOUNT] for each Application (“Service Fee”).
(b) Government Fees. Owner shall reimburse Agent for Government Fees at cost.
(c) Payment Terms. All undisputed amounts are due within [___] Business Days of invoice. Late payments accrue interest at [___]% per month or the maximum lawful rate, whichever is lower.

3.5 Timeline. Agent shall file the Application(s) within [___] Business Days after (i) receipt of all required information and Deposit Copies, and (ii) clearance of funds for applicable Fees, unless prevented by a Force Majeure Event (defined in Section 7.3).

3.6 Conditions Precedent. Agent’s obligation to perform Services is conditioned upon Owner’s timely (a) delivery of all required materials and (b) payment of all due Fees.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) it has full power, authority, and legal right to enter into and perform this Agreement; and
(b) the execution and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action.

4.2 Owner Representations. Owner further represents and warrants that:
(a) Originality & Ownership. Owner is the sole and exclusive author and/or proprietor of the Work(s) or otherwise possesses all rights necessary to secure registration;
(b) No Infringement. To Owner’s knowledge, registration of the Work(s) will not infringe any third-party rights;
(c) Accuracy. All information supplied to Agent and to the USCO is true, complete, and not misleading.

4.3 Agent Limited Warranty. Agent warrants that Services will be performed in a diligent, professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AGENT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

4.4 Survival. The representations and warranties in this Section 4 shall survive termination or expiration of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Owner. Owner shall:
(a) update Agent promptly regarding any changes affecting the Work(s) or ownership thereof;
(b) maintain complete backup copies of the Work(s) and all related documentation; and
(c) comply with any post-registration deposit or mandatory deposit obligations under 17 U.S.C. § 407.

5.2 Negative Covenants. Owner shall not knowingly furnish false information to Agent or the USCO.

5.3 Monitoring. Agent shall provide status updates to Owner at least once every [___] calendar days until registration issues.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an “Event of Default”:
(a) Owner fails to pay any undisputed Fee within [___] days after written notice;
(b) either Party materially breaches any provision of this Agreement and fails to cure such breach within [___] days after written notice; or
(c) a Party becomes insolvent or files for bankruptcy protection.

6.2 Remedies. Upon an Event of Default:
(a) the non-defaulting Party may suspend performance;
(b) the non-defaulting Party may terminate this Agreement by written notice; and
(c) subject to Section 7 (Risk Allocation), the non-defaulting Party may pursue any remedy available at law or in equity, including specific performance or injunction under 17 U.S.C. § 502.

6.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs, subject to the limitations of Section 7.1(b) and applicable law, including 17 U.S.C. § 505.

7. RISK ALLOCATION

7.1 Limitation of Liability.
(a) EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
(b) AGENT’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID BY OWNER HEREUNDER.
(c) Nothing in this Section 7.1 shall limit statutory damages, injunctive relief, or other remedies available to Owner or any third party under 17 U.S.C. §§ 502–505 (the “Statutory Damages Cap”).

7.2 No Indemnification. Consistent with the Parties’ agreement and Section 7.1, no Party provides indemnification to the other under this Agreement.

7.3 Force Majeure. Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control (“Force Majeure Event”), including natural disasters, war, terrorism, governmental action, or failures of telecommunications networks. The affected Party shall give prompt written notice and shall use commercially reasonable efforts to mitigate the impact.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, federal copyright law (17 U.S.C. §§ 101 et seq.) and, where federal law is silent, the laws of the District of Columbia without regard to conflict-of-law principles.

8.2 Forum Selection. The Parties consent to exclusive jurisdiction and venue in the United States District Court for the [District] (or, if federal jurisdiction is lacking, the corresponding state court sitting in [County, State]) for any dispute arising under or related to this Agreement.

8.3 Arbitration. The Parties expressly agree that arbitration is not applicable.

8.4 Jury Trial. Each Party acknowledges its constitutional right to a trial by jury and does not waive such right.

8.5 Injunctive Relief. Nothing in this Agreement shall limit either Party’s right to seek injunctive relief for copyright infringement under 17 U.S.C. § 502 or to enforce this Agreement.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver shall be effective unless in a written instrument executed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Agent may assign this Agreement to a successor entity in connection with a merger or sale of substantially all of its assets.

9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

9.5 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the agreement between the Parties and supersedes all prior or contemporaneous proposals, understandings, and communications.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically (e.g., via PDF or verified e-signature platform) shall be deemed original and binding.

9.7 Notices. All notices shall be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) electronic mail with confirmation of receipt, to the addresses set forth in the preamble (or as later designated).

[// GUIDANCE: Insert any jurisdiction-specific notice requirements if necessary.]

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Optional Notary Acknowledgment Block if required by local practice.]

11. EXHIBITS

Exhibit A – Description of Work(s)
• Title of Work: [WORK TITLE]
• Nature of Work: [e.g., literary, musical, software, visual art]
• Date of Creation: [DATE]
• Publication Status: [Published/Unpublished]
• First Publication Details (if applicable): [DATE & COUNTRY]
• Author(s): [AUTHOR NAME(S)]

[Add additional rows or schedules as needed.]

[// GUIDANCE:
1. Confirm all statutory citations (17 U.S.C. §§ 408, 502–505) are correct for your jurisdiction.
2. Tailor payment timing, notice periods, and limitation language to match client’s risk tolerance.
3. If multiple Works will be filed in a group registration, revise Exhibit A accordingly and address USCO group filing rules.
4. Consider whether professional ethics rules require additional disclosures if Agent is a law firm.
5. Remove this GUIDANCE block prior to final client delivery.]