Copyright Engagement Agreement

COPYRIGHT ENGAGEMENT AGREEMENT

This Copyright Engagement Agreement ("Agreement") is entered into as of by and between Client Name: with principal address: and Copyright Counsel: with principal address: .

RECITALS

WHEREAS, Client owns or controls certain original works of authorship and seeks professional services in connection with copyright registration, prosecution, enforcement, licensing, and related matters; and

WHEREAS, Copyright Counsel is qualified and willing to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and any resulting copyrights.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. ENGAGEMENT

1.1 Engagement. Client retains Copyright Counsel to provide the services described in Section 2 and Copyright Counsel accepts such engagement subject to the terms and conditions of this Agreement. Copyright Counsel will act only on written or electronically confirmed instructions from Client.

2. SCOPE OF SERVICES

2.1 Services. Copyright Counsel will perform the following services (collectively, the "Services"): prepare and file copyright registration applications; correspond with the copyright office and other authorities regarding registrations; advise on copyright protection strategies; pursue enforcement and takedown requests as authorized; and negotiate or prepare licensing or assignment documents as specifically requested in writing by Client.

2.2 Exclusions. Services do not include litigation representation unless expressly agreed in a separate written engagement. If litigation or separate counsel is required, the parties will execute a separate agreement specifying scope, fees, and responsibilities.

3. CLIENT RESPONSIBILITIES

3.1 Cooperation. Client will provide all materials, information, and documentation necessary for Copyright Counsel to perform the Services in a timely and accurate manner. Client warrants that materials provided do not knowingly infringe third-party rights except as disclosed in writing.

4. FEES, PAYMENT, AND RETAINER

4.1 Fees. Client agrees to pay Copyright Counsel fees as follows: a retainer, hourly rates for attorney and paralegal time, filing fees, and any additional negotiated flat fees for specific matters. Time is billed in minimum increments of one-tenth of an hour.

4.2 Expenses. Client shall reimburse Copyright Counsel for out-of-pocket expenses reasonably incurred on behalf of Client, including but not limited to filing fees, courier charges, and document reproduction. Such expenses may be required to be paid in advance.

5. COPYRIGHT OWNERSHIP; ASSIGNMENT

5.1 Ownership. Except as expressly set forth in a separate written assignment executed by Client, Client represents and warrants that Client shall retain ownership of all copyrights in the works for which Services are performed. Copyright Counsel's performance of Services does not by itself transfer or alter copyright ownership.

5.2 Registration Filings. If Client instructs Counsel to file for registration in counsel's name as agent for Client pursuant to applicable practice, Counsel will do so only upon explicit written authorization and shall correctly identify Client as the claimant unless Client directs otherwise in writing.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party agrees to keep confidential all nonpublic information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is or becomes public without breach of this Agreement or is independently developed.

7. REPRESENTATIONS AND WARRANTIES

7.1 Client Warranties. Client represents and warrants that Client has the authority to engage Copyright Counsel, that the works identified are original or that authorization has been obtained from the owners of any joint or third-party contributions, and that to Client's knowledge the works do not infringe third-party rights except as disclosed.

7.2 Counsel Warranties. Copyright Counsel warrants that it will perform Services in a manner consistent with applicable standards of professional care for similarly situated counsel. Except as set forth herein, Copyright Counsel makes no other express or implied warranties.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Client shall indemnify, defend, and hold harmless Copyright Counsel and its partners, employees, and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of its representations or warranties or Client's failure to secure rights to third-party material.

8.2 Limitation of Liability. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, punitive or incidental damages. Copyright Counsel's aggregate liability for any claim arising from or related to this Agreement shall not exceed the total fees paid by Client to Counsel for the Services giving rise to the claim.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

9.2 Termination. Either party may terminate this Agreement upon 30 days' prior written notice. Upon termination, Client shall pay Counsel for services rendered and expenses incurred through the effective date of termination, and Counsel shall deliver work product for which Client has paid.

10. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail, or overnight courier to the addresses set forth below or to such other address as a party designates in writing.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that State for any dispute arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intentions as reflected herein.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and may be signed by electronic or facsimile signature, which shall be deemed an original for all purposes.

14. MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement and that each has the authority to enter into this Agreement on behalf of the party for whom they sign.

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