Copyright is an extremely useful legal tool. Not only does it provide protection for your creative and intellectual creations, but it also turns them into assets which can be exploited – providing a framework for such exploitation.
Copyright, in its most basic form, protects a variety of different works. Written works are one of the most common. In this way, even the most non-creative business will possess copyright assets. Software, databases and websites also qualify for copyright protection. At the more artistic end of the scale music, sound recordings, artistic works (including photographs) and even dramatic works are protected by copyright.
As with any asset, copyright works can be dealt with in one of two “core” ways. It can be transferred entirely or ownership can be retained with certain rights to use it bestowed upon others. It can be either assigned or licensed. Unsurprisingly, assignments or licences of copyright works will generally be subject to the terms and conditions agreed upon by the parties involved in the transaction.
Setting out your Terms
Whether you are assigning or licensing copyright, a number of key factors should be included in your contract:
- First and foremost, you should define the works and rights that are to be assigned or licensed. You should always endeavour to do this in such a manner that leaves no doubt as to what the assignee or licensee can and cannot do and what they can and cannot do it with.
- Payment will form an important part of most transactions. Consideration (i.e. payment) is a key element in the formation of a contract. In certain situations, a one-off payment will be made. In others, a series of payments or royalties may be required.
- Licences in particular may be subject to limitations. These limitations will frequently be territorial and/or temporal. It is often the case that a licensee will be permitted only to exploit a copyright work within a defined territory and for a limited period of time.
- When considering limitations such as those outlined above, you should also consider what will happen at the end. If the contract terminates (whether early due to breach or otherwise), it is likely that a licensee will be in possession of copies of the licensor’s work, not to mention their own products or works incorporating that original work. Thought should always thus be given to what will happen with those “leftovers”.
- A further factor of importance when dealing with licences is that of exclusivity. When considering this, it will be important to balance the interests of the parties. It is likely that the original owner of the works (that is, the licensor) will want the licence to be non-exclusive in nature, thus allowing them to grant further licences of the same work to others. On the other hand, the licensee may desire an exclusive licence. Depending upon the nature of the work, one party may have greater bargaining strength than the other. If, for example, the work is a commissioned work then the licensee will have a stronger case for exclusive use of that work. Alternatively, the work may be a photograph from a freelance photographer’s portfolio. In such cases, the photographer will want to be free to licence his work to as many clients as possible.
New Documents from Simply-docs
These key factors, and many more are covered by a new set of copyright agreements from Simply-docs. A generic copyright assignment is provided, along with a generic copyright licence. These documents are designed for use with most types of copyright works and are relatively general in their terms. Further documents dealing with specific types of copyright work have also been created.
The contents of this Newsletter are for reference purposes only and do not constitute
legal advice. Independent legal advice should be sought in relation to any specific