Independent Contractors: How to Assign Copyrights
After reading If You Don’t Set the Terms of a Copyright License, a Court Will, a (non-lawyer) friend wrote: “I work with subcontractors on a regular basis in the creative area (photographers, graphic artists, website designers, etc.).? Do you know where I can find a sample [copyright assignment provision]?”
I offered the following “sanitized” paragraph from an independent contractor agreement that I had developed for a client:
Client will have all right, title and interest, including all intellectual property rights, in and to the Deliverables. Client will be the sole and exclusive owner of the Deliverables as a work made for hire under U.S. copyright law and will be entitled to claim and register all copyrights and other rights in and to the Deliverables as the author. If for any reason the Deliverables are not deemed a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all of its right, title and interest in and to the Deliverables, including complete, unconditional and worldwide ownership of all intellectual property rights in any draft or final version of the Deliverables. Contractor will assist Client, at Client’s expense, in securing, perfecting, obtaining, enforcing and defending those worldwide rights, including disclosure of all pertinent information and data and execution of all documents needed. If Contractor does not satisfy its obligation set forth in the preceding sentence, Contractor hereby appoints Client and its agents as Contractor’s attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on Contractor’s behalf to satisfy that obligation. Client’s exclusive rights include, without limitation, the right to use, copy, publish, reproduce, alter or destroy Deliverables. Contractor waives any rights, including without limitation moral rights anywhere in the world, that it otherwise might have to interfere with or prevent the exercise of any of Client’s rights in Client’s sole and absolute discretion.
I will readily admit that so detailed a provision would be overkill for many agreements. I also will admit that the “work made for hire” language preceding the assignment sentence can be dispensed with the vast majority of the time. (See Why “Work Made for Hire” is a Term Made for Confusion.)
Nevertheless, I think the paragraph can help non-lawyers appreciate the considerations that affect how a copyright-assignment provision is drafted.
- Copyright: Why You Need Presence of Mind about Present Assignments
- Sometimes You *Shouldn’t* Assign All Rights
Check out all posts about assigning copyrights.
Photo credit: Oliver Gruener via stock.xchng
Dana H. Shultz, Attorney at Law +1 510 547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.
Independent contractor, Intellectual Property
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