Common Terms and Conditions in Copyright Sale Agreements

The law considers copyright a personal property of its owner, in the same manner in which one would own a house, a car, or jewelry. It can be sold the same way as any other personal property can be sold. However, the intricate nature of copyrightable materials makes the transfer of the rights more complex than, for example, that of selling a car. In the sale of a car, a buyer can examine the details of the car in its entirety before a purchase is made. The details of a copyrighted product may not be assessed as easily.

 Take the example of a computer program being transferred. The complex nature of the program can leave the extent of the transfer ambiguous and perhaps not all codes are included in the sale (i.e. what a seller intends to transfer and which ones he may want to retain). On the contrary, in the sale of a car, it is apparent what is being purchased and what must be included in the sale for its valued function. As such, copyright sale agreements will usually be very extensive and contain multiple attachments with detailed description of each and every part of the product. It is absolutely necessary to be clear and concise in the description of what is being sold in order to avoid any misunderstandings that can result in exposure to disputes and legal battles.

 

The common structure of the copyright sale agreement is as follows:

  1. Identification of the buyer and the seller;
  2. Identification of the copyrights being sold, both tangible and intangible, registered and unregistered rights associated with the subject as well as the rights in all outstanding contracts, licenses, royalties, payments and other proceeds if any;
  3. Assumed and excluded liabilities;
  4. Purchase price and other consideration if any;
  5. Deliverables;
  6. Moral rights;
  7. Further assurances;
  8. Representations and warranties of the seller;
  9. Representations and warranties of the buyer;
  10. Indemnification;
  11. Remedies;
  12. Confidentiality;
  13. Miscellaneous;
  14. Followed by the attached schedules and exhibits.

 

It is not required, but strongly advisable to have such agreements notarized. 

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