Copyright Agreement Template

COPYRIGHT AGREEMENT

This Copyright Agreement (the "Agreement") is made effective as of Agreement Date: by and between Creator Name: with principal address: (the "Assignor"), and Licensee Name: with principal address: (the "Assignee").

RECITALS

WHEREAS, Assignor is the sole author and owner of certain original work(s) titled: (the "Work"), created on or about Creation Date: ;

WHEREAS, Assignor represents that the Work is original and, to Assignor's knowledge, does not infringe the rights of any third party; and

WHEREAS, Assignee desires to acquire certain rights in and to the Work, and Assignor is willing to grant such rights under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Work" means the original material identified above and any derivative works authorized in writing by Assignor; "Effective Date" means the Agreement Date specified above; "Territory" means the geographic area set forth in Section 3.

2. ASSIGNMENT AND GRANT

2.1 Assignment. Assignor hereby assigns to Assignee all right, title and interest in and to the copyright in and to the Work, including the exclusive right to reproduce, prepare derivative works, distribute copies, perform and display the Work publicly, and to register and maintain copyright in the Work in Assignee's name, subject to the terms of this Agreement.

2.2 Reservation of Rights. Notwithstanding the foregoing assignment, Assignor expressly reserves the right to use the Work for personal, non-commercial portfolio purposes only, provided such use does not compete with or undermine Assignee's commercial exploitation of the Work.

3. SCOPE OF RIGHTS

3.1 Exclusive/Non-Exclusive. The parties agree that the grant effected by Section 2 is: Exclusive Non-exclusive (Select one).

3.2 Territory. The rights granted shall apply to the following territory: .

3.3 Media and Channels. The rights include all media whether now known or hereafter developed, including print, digital, online, mobile, broadcast and streaming.

4. CONSIDERATION

As full consideration for the assignment and grants herein, Assignee shall pay Assignor the sum of payable pursuant to the payment schedule described below.

5. DELIVERY AND REGISTRATION

5.1 Delivery. Assignor shall deliver to Assignee all files, originals and documentation reasonably necessary to exploit the Work within days of the Effective Date.

5.2 Registration. Assignee shall have the right, at Assignee's expense, to register the copyright in Assignee's name and to pursue enforcement and infringement actions as provided in Section 9.

6. MORAL RIGHTS

Assignor hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all moral rights, droit moral or similar rights in the Work, including the right of attribution and the right to object to derogatory treatment.

7. REPRESENTATIONS AND WARRANTIES

7.1 Assignor represents and warrants that: (a) Assignor is the sole owner of the Work and has full power and authority to enter into this Agreement; (b) the Work is original and does not infringe any third party intellectual property rights; and (c) there are no existing licenses, encumbrances or third-party claims with respect to the rights assigned herein except as disclosed in writing to Assignee.

7.2 Assignee represents and warrants that it will not exploit the Work in a manner that knowingly violates applicable law or third-party rights and will comply with any material restrictions agreed in writing by Assignor and Assignee.

8. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from any breach of Assignor's representations and warranties in Section 7. Assignee shall indemnify Assignor for any claims arising from Assignee's exploitation of the Work that exceed the scope of rights granted herein.

9. ENFORCEMENT AND REMEDIES

In the event of infringement or unauthorized use of the Work, Assignee shall have the primary right to enforce the copyright and to initiate actions in its own name. Any recoveries shall first be applied to the costs of enforcement, then to Assignee to the extent of actual losses, and remaining amounts, if any, shall be distributed as set forth in a written accounting to Assignor within 90 days of recovery.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for the full term of copyright in the Work unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice.

11. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any confidential information of the other party disclosed in connection with this Agreement, except as required by law or with the other party's prior written consent.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

15. COUNTERPARTS

This Agreement 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 by electronic means shall be binding.

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