Copyright Assignment Agreement

Copyright Assignment Agreement


This agreement is used for an assignment of copyright.  It includes standard representations about ownership and other important issues.


The party granting the assignment is referred to as the “Assignor.”  The party receiving the assignment is referred to as the “Assignee.”





NOW THEREFORE, the parties agree as follows:

1.   Assignor hereby irrevocably assigns, conveys and otherwise transfers to Assignee, and its respec­tive successors, licensees, and assigns, all right, title and interest worldwide in and to the Work and all proprietary rights therein, including, without limitation, all copyrights, trademarks, design patents, trade secret rights, moral rights, and all contract and licensing rights, and all claims and causes of action of respect to any of the foregoing, whether now known or hereafter to become known. In the event, Assignor has any right in the Work which cannot be assigned, Assignor agrees to waive enforcement worldwide of such right against Assignee, its distributors, and customers or, if necessary, exclusively license such right worldwide to Assignee, with the right to sublicense. These rights are assignable by Assignee.

2.   Assignor represents and warrants that: (a) the Work was created solely by Assignor, Assignor’s full-time employees during the course of their employment, or independent contractors who assigned all right, title and interest in their work to Assignor; (b) Assignor is the owner of all right, title and interest in the tangible forms of the Work and all intellectual property rights pro­tecting them; (c) the Work and the intellectual property rights protecting them are free and clear of all encumbrances, including, without limitation, security interests, licenses, liens, charges or other restrictions; (d) the use, reproduction, distribution, or modification of the Work does not and will not violate the rights of any third parties in the Work including, but not limited to, trade secrets, publicity, privacy, copyrights, and patents; (e) the Work is not in the public domain; and (f) Assignor has full power and authority to make and enter into this Agreement. Assignor agrees to defend, indemnify, and hold harmless Assignee, its officers, directors and employees for any claims, suits or proceedings alleging a breach of these warranties.

3.   Assignor agrees that he or she will take all actions and execute any and all documents as may be requested by Assignee, at Assignee’s expense, from time to time, to fully vest in Assignee all rights, title and interests worldwide in and to the Work.

4. This Agreement shall be governed by, and construed under the laws and judicial decisions of the State of California.  Only the California courts (state and federal) will have jurisdiction over any controversies regarding this Agreement and the parties hereto consent to the jurisdiction of said courts and to awarding of attorney fees and court costs to the prevailing party in litigation or arbitration.

5. Each of the provisions hereof are severable so that if any provision of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable in any part of the Territory the same shall not affect the validity or enforceability of the remaining provisions or effect the application of that provision in any other part of the Territory where such provision is not invalid or unenforceable.