Copyrights are an essential legal tool for protecting intellectual property, ensuring that creators receive due recognition and compensation for their work.
In India, understanding copyright agreements is crucial for creators, authors, artists, and businesses alike.
This guide will center around a copyright agreement sample in India, providing insights, guidance, and answers to frequently asked questions.
A Copyright Assignment Agreement, hereinafter referred to as the “Assignment Agreement,” serves as a legally binding document facilitating the transfer of ownership of a copyrighted work from the original creator or owner, known as the “Assignor,” to another individual or entity, known as the “Assignee.”
In accordance with the Copyright Act of 1957, the assignment of copyright must be executed through a written assignment deed.
This applies to both registered and unregistered copyrights, allowing for the transfer of these rights to a third party.
It’s essential to distinguish an Assignment Agreement from a License Agreement.
Under an Assignment Agreement, the Assignor relinquishes all or a significant portion of their copyright rights in exchange for a predetermined amount or consideration, often forfeiting the right to use the copyright themselves.
In contrast, a licence agreement entails the rights owner granting permission to another party to use the copyright in a specific manner for a defined time period.
In such instances, a license agreement should be employed instead.
Within the Assignment Agreement, there are two distinct types of assignments:
(1) Assignment with Goodwill
In this type of assignment, the Assignor transfers complete ownership rights and all associated values linked to the copyright to the Assignee.
Once this Agreement is executed, the Assignor relinquishes the privilege to use any works connected to the copyright.
For example, let’s take XYZ Inc., the proprietor of several copyrighted creations under the “Nature’s Legacy Productions” banner.
Should the copyright be transferred with goodwill, all works associated with Nature’s Legacy Productions will now belong exclusively to the Assignee.
(2) Assignment without Goodwill
Under this category of assignment, the copyright related to a specific work is transferred to the Assignee.
However, the Assignor retains the right to use and assign works that are not included in this Agreement to the Assignee.
For instance, consider LMN Corporation, a publishing firm known for releasing books under the “Eco Insights Press” brand. If LMN Corporation assigns a book titled “Wildlife Wonders,” the Assignee acquires sole ownership of that particular work while retaining no rights to use other works published under the Eco Insights Press label.
This Agreement encompasses the following significant provisions:
1. Parties: This section specifies the type and particulars of the parties involved, namely the Assignor and Assignee. Parties may include individuals, companies, partnerships, LLPs, and other relevant entities.
2. Explanation of Copyright: Within this Agreement, details regarding the copyright in question can be delineated. If necessary, a comprehensive description may be included in Schedule A, an attached addendum to the Agreement.
3. Assignment of Copyright: This clause defines the scope and nature of the copyright assignment and specifies whether the assignment is made with or without goodwill.
4. Consideration: The Consideration section outlines the methodology for calculating the payment to be made by the Assignee. It also specifies the payment terms to the Assignor and clarifies the responsibility for bearing any Goods and Services Tax (GST) related to the transaction.
Furthermore, this clause discusses the consequences of delayed payment by the Assignee.
5. Warranties: Both the Assignor and Assignee provide warranties or assurances in this section. These warranties encompass their capacity to enter into the Agreement, ownership of the copyright, adherence to the Agreement’s terms, and compliance with relevant laws. If necessary, supplementary warranties can be incorporated within this clause.
6. Confidentiality: This provision establishes an agreement between the parties not to disclose confidential information, including trade secrets, proprietary knowledge, and strategic plans, to any third parties.
If necessary, the parties can execute a different and thorough non-disclosure agreement.
After all the necessary information has been entered, this Agreement can be produced on non-judicial stamp paper with the value that the state where this Contract is executed requires.
Note: The Agreement must then be signed in the presence of two impartial witnesses who are not parties to this Agreement.
Alternatively, it may be notarised by a notary public situated in the same location where this Agreement is executed. Both options—witnesses and notarisation—are valid methods of authentication.
A copyright license agreement is a legal contract that grants permission from the copyright owner, known as the “licensor,” to another party, known as the “licensee,” to use, distribute, reproduce, or otherwise utilise a copyrighted work under specific terms and conditions.
This agreement outlines the rights and limitations of the licensee in relation to the copyrighted material.
Suggested Reading: Contract of service and contract for service in Copyright
The parties mutually agree to adhere to the following terms:
I. Grant of License
This section of the agreement addresses the specific terms and conditions regarding the granting of a license. It defines the rights and permissions granted to the licensee by the licensor.
The owner possesses the rights to the property to be licensed (“Property”).
Based on this agreement, the copyright owner is granting the licensee a non-exclusive license to use or sell the property, as outlined.
It is important to note that the sole owner retains the title and ownership of the Property.
The user shall own any works created in connection with this license.
II. Scope and Limitations
Under this section, the agreement outlines the scope of the license and any limitations or restrictions imposed on the licensee’s use of the licensed material.
It defines the boundaries within which the license is applicable and the extent of usage rights granted.
III. RIGHTS AND OBLIGATIONS
User shall be the exclusive owner of the Work and all proprietary rights related to the Work.
However, it is essential to clarify that this ownership does not extend to the copyright of the Property or any other rights to the Property not explicitly granted within this Agreement.
1. Moral Rights:
This Agreement upholds the Owner’s moral rights concerning the Property. Consequently, the Owner possesses the unequivocal right to take legal action to safeguard their reputation and good name in the event of defamation or unauthorised alterations to the Property.
The Owner may claim moral rights infringement and seek remedies in cases such as:
2. Possible remedies and legal actions that the Owner may pursue include:
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III. Royalty Payment
This part of the agreement details the provisions related to royalty payments, including the calculation method, payment frequency, and any consequences for delayed payments.
The Property cannot be modified or altered without obtaining prior written approval from the owner.
Additionally, the Licensed Property must not be used by the Licensee for any illegal or forbidden purposes as outlined in the terms of the copyright licencing agreement.
VI. Default on Agreement
In the event that the User fails to fulfill the obligations outlined in this Agreement, including the duty to make timely royalty payments, the Owner reserves the right to terminate this Agreement.
Termination shall be effected by providing written notice to the User, with a grace period of [number] days.
Users may rectify the default and prevent the termination of this Agreement if corrective action is taken within the stipulated time frame mentioned in the preceding sentence.
It is important to note that no further defaults should occur during this period, as the Owner retains the right to cancel this Agreement, notwithstanding previous corrective measures.
Neither party provides any warranties regarding the use, sale, or any other transfer of the Property by the other party or by any third party.
The User accepts the product “AS IS.” Under no circumstances shall the Owner be held liable for direct, indirect, special, incidental, or consequential damages that have any connection to the Property.
VIII. Transfer of Rights
Both parties are required to obtain written consent from each other before transferring their interests in this Agreement to any other party.
Each party commits to indemnify and safeguard the other against any losses, claims, damages, awards, penalties, or injuries incurred by third parties, including reasonable attorney’s fees, arising from an alleged breach of the indemnifying party’s representations and warranties made under this Agreement.
However, this indemnification is subject to the condition that the indemnifying party is promptly notified of such claims.
The party responsible for indemnification has the sole right to defend the claims at their own cost.
The party responsible for indemnification may ask for help from the other party in investigating and defending the claims, with the expenses being paid by the party responsible for indemnification.
Importantly, this indemnity clause shall remain in effect even after the termination of this Agreement.
Modifications or amendments to this Agreement are only valid if they are written and signed by both parties involved.
This Agreement may be brought to a close by either party through the submission of a written notice with a notice period of [number] days.
Additionally, the Agreement will automatically terminate on the specified Termination Date.
Upon termination or expiration of this Agreement, the Licensee User shall promptly cease all activities related to the reproduction, advertising, marketing, and distribution of the Work, taking commercially feasible steps to do so.
The Licensee has the right to complete any current orders and sell any remaining copies of the Work that are currently in stock.
The rightful owner has the right to verify the existence and authenticity of current demands and remaining copies of the work with sufficient notice given to the licensee.
It is important to emphasise that the termination or expiration of this Agreement does not absolve either the Licensee or the Copyright Owner of their respective obligations as stipulated in this Agreement.
This includes, but is not limited to, the ongoing responsibility to make royalty payments, as specified in the Agreement, even after the termination or expiration date
If, for any reason, a court finds any provision of this Agreement to be invalid or unenforceable, such a finding shall not affect the validity and enforceability of the remaining provisions.
In the event that a court determines a provision to be invalid or unenforceable but identifies a means to make it valid or enforceable by placing limitations on it, that provision shall be construed and enforced in its modified form.
XIII. Entire Agreement
This Agreement serves as the comprehensive understanding between the involved parties, and it encompasses all aspects of their agreement.
There are no additional promises or conditions in any other agreements, whether they are conveyed orally or in written form.
It is explicitly stated that this Agreement supersedes any and all prior written or oral agreements that may have existed between the parties.
In cases where disputes arise under this Agreement and cannot be resolved through mutual consent, both the Owner and the User agree to submit such disputes to arbitration.
The arbitration process will adhere to the rules and regulations set forth in your jurisdiction.
Initiating arbitration will require either the Owner or the User to provide written notice, with a notice period of [number] days, to the other party. All costs associated with arbitration shall be shared equally between the Owner and the User.
The arbitrator’s decisions and awards will be deemed as conclusive and obligatory for both sides, and a court of law in the applicable jurisdiction can enforce them.
The copyright agreement sample in India provides a clear framework for safeguarding intellectual property rights, whether it pertains to music albums, art work assignment agreement, or license agreements.
This agreement, effective from the moment of execution, offers a structured approach to defining copyright ownership and the period of time during which these rights are assigned.
Both parties, the current owner and the licensee, are guided by the terms and conditions laid out in their fresh agreement.
It not only ensures the payment of royalties and consideration but also serves as evidence of ownership and a notice of termination should the need arise.
With such comprehensive agreements in place, individuals and businesses can confidently engage in copyright execution services, knowing that their rights and obligations are well-defined and protected throughout the assignment period.
Ultimately, these agreements empower creators and users alike, fostering a balanced and legally sound approach to copyright ownership and licensing
A copyright agreement sample in India is a legally binding document that outlines the terms and conditions governing the transfer or licensing of intellectual property rights, such as music albums or artwork.
The duration of a copyright agreement can vary but is typically defined within the agreement itself. It may specify a limited period, after which the rights revert to the original owner.
Yes, the copyright owner may have the option to terminate the agreement if certain conditions or violations occur, as outlined in the agreement terms.
To create a copyright agreement, you can start by outlining the terms and conditions that both parties (copyright owner and recipient) agree upon. It’s advisable to consult with legal experts to ensure the agreement adheres to relevant laws and regulations.
Writing an agreement format involves clearly defining the terms, rights, obligations, and responsibilities of both parties.
It should include details about the copyrighted material, the duration of the agreement, payment terms, and dispute resolution mechanisms.
Consulting legal professionals is recommended for creating a comprehensive and legally sound format.
Open Source licensing is a legal framework that allows software code to be developed and shared openly under specific agreements.
These agreements mandate that anyone using the code for further software development must keep the resulting work open for others to use and enhance.
This promotes collaboration and the free exchange of software innovations within the community.
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