Copyright Transfer Agreement
This Copyright Transfer Agreement (the “Agreement”) is made and effective as of [date], between [Name], hereinafter referred to as “Transferor” and [Name], hereinafter referred to as “Transferee.”
Whereas, Transferor is the lawful owner of certain copyrights in the works set forth in Attachment A (the “Copyrighted Material”);
Whereas, Transferor desires to transfer, convey, and assign his interest in the Copyrighted Material to Transferee;
Now, therefore, in consideration to the promises and mutual covenants herein, the parties agree as follows:
Assignment: Transferor hereby assigns and transfers to Transferee all of its rights, title, and interest in and to the Copyrighted Material, free from all liens and encumbrances. Transferee hereby assumes all such rights, title, and interest in and to the Copyrighted Material, effective as of the date of this Agreement.
Recordation: Within fourteen (14) days of the effective date of this Agreement, Transferor shall record the transfer with the United States Copyright Office, or such other governmental body designated by the applicable law, either in the country of origin or elsewhere, if required. The cost of such recordation shall be borne by Transferor. The resultant Certificate of Transfer shall be transmitted to Transferee.
Further Assurances: Both parties agree to provide such further assurances and to do any necessary acts to effectively transfer the Copyrighted Material in acceptance of this Agreement, and to carry out its intent.
Warranty and Indemnity: Transferor represents and warrants that it is the legal and beneficial owner of the rights it is transferring to Transferee, free from any lien or encumbrance. Transferor further warrants that there is no pending or threatened action or claim that could adversely affect Transferee’s rights in the Copyrighted Material.
Transferor shall indemnify, defend, and hold harmless Transferee and its agents, affiliates, licensees, and assigns against any and all claims, damages, losses, and expenses, including reasonable attorney’s fees, arising directly or indirectly in connection with any action or claim arising out of Transferor’s breach of any of its representations and warranties.
Miscellaneous: This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement shall be governed by and construed in accordance with the laws of the state of [Name], without giving effect to any choice or conflict of laws provision or rule.
This Agreement may not be amended or modified except in writing signed by both parties. The failure of either party to enforce any of the provisions in this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
[Signature Page Follows]
In witness whereof, the parties have entered this Agreement this [date].
Transferor:
[Name]
Transferee:
[Name]
