What is a Copyright License Agreement?
When your creative works are protected by copyright law, you get to call the shots about who uses your works and how. A Copyright License Agreement is a contract under which a copyright owner allows another person or company to use their copyrighted material in one way or another: to reprint it, or distribute it, to use it for a specified amount of time, and more. In turn for the use of a copyright, the user will generally pay the owner a royalty, or payment based on usage. This agreement defines in detail how, where, and when the copyrighted work may be used. Because the right to use a copyright is usually limited and temporary, it's known as a license. Don't confuse a Copyright License Agreement with a Copyright Assignment, which permanently transfers ownership of the intellectual property.
When to use a Copyright License Agreement:
- You own copyrights to certain property, which another party will be allowed to use.
- You wish to acquire the right to use certain property, such as a trademark or product, owned by another party to use in your Production.
Copyright License Agreement
This Copyright License Agreement (this "Agreement") is made effective as of between , of , , and , of , , .
In the Agreement, the party who is granting the right to use the licensed property will be referred to as "", and the party who is receiving the right to use the licensed property will be referred to as "".
The parties agree as follows:
GRANT OF LICENSE. owns (""). In accordance with this Agreement, grants an exclusive license to the . retains title and ownership of the . will own all rights to materials, products or other works (the Work) created by in connection with this license.
RIGHTS AND OBLIGATIONS. shall be solely responsible for providing all funding and technical expertise for the development and marketing of the Work in which the licensed property is used. shall be the sole owner of the Work and all proprietary rights in and to the Work; except, such ownership shall not include ownership of the copyright in and to the or any other rights to the not specifically granted in this Agreement.
PAYMENT OF ROYALTY. will pay to a royalty which shall be calculated as follows: . at the time of the signing of this Agreement. for which the royalty is applicable.
MODIFICATIONS. may not modify or change the in any manner. Licensee shall not use Licensed property for any purpose that is unlawful or prohibited by these Terms of the Agreement.
DEFAULTS. If fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, shall have the option to cancel this Agreement by providing days written notice to .
TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.
INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
TERMINATION. either party This Agreement shall terminate automatically on .
Upon termination or expiration of this Agreement, Licensee shall cease reproducing, advertising, marketing and distributing the Work as soon as is commercially feasible. Notwithstanding the foregoing, Licensee shall have the right to fill existing orders and to sell off existing copies of the Work then in stock. Copyright Owner shall have the right to verify the existence and validity of the existing orders and existing copies of the Work then in stock upon reasonable notice to Licensee.
Termination or expiration of this Agreement shall not extinguish any of Licensee's or Copyright Owner's obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
NOTICE. The address of each party hereto as set forth in the beginning of this Agreement shall be the appropriate address for the mailing of notices, checks and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of 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.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of .
SIGNATORIES. This Agreement shall be signed on behalf of by and on behalf of by and effective as of the date first above written.