Copyright Development and Transfer
Agreement Sample Template
Please cut and paste theCopyright Development and Transfer Agreement
Sample Template below. Use this sample to structure your own copyright
or simply replace the blanks with. This template is offered free for your
COPYRIGHT DEVELOPMENT AND TRANSFER AGREEMENT
THIS AGREEMENT ("Agreement") is entered
into this ______ day of __________, 2000 (the "Effective Date) by and
between ____________________ (the "Web Publisher") and ______________________
IN CONSIDERATION, of the promises and
mutual covenants and agreements set forth herein, the parties agree as
1. Engagement of Services. Writer agrees
to perform the following services for Web Publisher in the following manner:
- 1.1 Writer shall author or edit and
submit to Web Publisher written articles, columns, questions and answers,
resource listings, checklists, and forms as may be requested, dealing
with _________________issues pertaining to the Internet (the "Work Product").
Web Publisher shall provide Writer with resource materials, and the
theme, target audience, and suggested issues and sub-issues to be addressed.
Unless specified otherwise, the Work Product shall be prepared in accordance
with the written guidelines of Web Publisher and formatted in 12pt.
- 1.2 Unless otherwise agreed, articles
shall be ____________ pages in length, as is necessary to address key
issue of the topic the article. Writer is responsible for the factual
correctness of the information contained in the articles.
- 1.3 The Articles shall be the original
work of Writer and shall not infringe upon the copyrights of others.
Writer agrees to perform the services in a professional manner, to complete
each article within one week, and to make any revisions or changes requested
by Web Publisher in accordance with Section 2.1. When necessary, Writer
may request an extension of time beyond one week, either orally or in
writing. Email transmission of a written request will be acceptable.
- 1.4 Writer may not subcontract or otherwise
delegate her obligations under this Agreement without Web Publisher's
prior written consent.
- 1.5 Writer has the right to refuse
any and all assignments.
- 1.6 Writer will submit authored and
edited Work Product to Web Publisher via email, and will converse via
email, telephonically or in-person as necessary regarding the same.
- 2.1 Fees and Approved Expenses. Original
copy. Web Publisher will pay Writer the fee of $_________ per page for
main body of original written text, questions and answers, columns,
and checklists. Writer will not be reimbursed for any expenses incurred
in connection with the performance of services under this Agreement,
unless Web Publisher approves those expenses in advance and in writing.
- 2.2 Payment Due. Web Publisher will
review the Work Product within five (5) business days after receiving
it from Writer to ensure that it meets the requirements stated in Section
1. If Web Publisher does not give written notice of rejection or requests
for modification within that time period the Work Product will be deemed
accepted. Web Publisher will pay Writer for the services and will reimburse
Writer for previously approved expenses, within ten (10) business days
3. Independent Contractor Relationship.
Web Publisher and Writer understand, acknowledge, and agree that Writer's
relationship with Web Publisher will be that of an independent contractor
and nothing in this Agreement is intended to or should be construed to
create a partnership, joint venture, or employment relationship.
4. Trade Secrets and Confidential Information.
- 4.1 Third-Party Information. Writer
represents that her performance of all of the terms of this Agreement
does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data of a third party and Writer will not
knowingly disclose to Web Publisher, or induce Web Publisher to use,
any confidential or proprietary information belonging to third parties
unless such use or disclosure is authorized in writing by such owners.
- 4.2 Confidential Information. Writer
agrees during the term of this Agreement and thereafter to take all
steps reasonably necessary to hold in trust and confidence information
which he knows or has reason to know is considered confidential by Web
Publisher ("Confidential Information"). Writer agrees to use the Confidential
Information solely to perform the projects hereunder. Confidential Information
includes, but is not limited to, technical and business information
relating to Web Publisher's products, research and development, processes,
and future business plans. Writer's obligations with respect to the
Confidential Information also extend to any third party's proprietary
or confidential information disclosed to Writer in the course of providing
services to Web Publisher. This obligation shall not extend to any information
that becomes generally known to the public without breach of this Agreement.
This obligation shall survive the termination of this Agreement.
5. Ownership of Work Product
- 5.1 Definition. "Work Product" means
the works of authorship conceived or developed by Writer while performing
the project services under this Agreement and prior works described
in Section 8 of this Agreement.
- 5.2 Assignment. Writer hereby irrevocably
assigns, conveys, and otherwise transfers to Web Publisher, and its
respective successors and assigns, all rights, title and interests worldwide
in and to the Work Product and all copyrights, contract and licensing
rights, and claims and causes of action of any kind with respect to
any of the foregoing, whether now known or hereafter to become known.
In the event Writer has any rights in and to the Work Product that cannot
be assigned to Web Publisher, Writer hereby unconditionally and irrevocably
waives the enforcement of all such rights, and all claims and causes
of action of any kind with respect to any of the foregoing against Web
Publisher, its distributors and customers, whether now known or hereafter
to become known and agrees, at the request and expense of Web Publisher
and its respective successors and assigns, to consent to and join in
any action to enforce such rights and to procure a waiver of such rights
from the holders of such rights. In the event Writer has any rights
in and to the Work Product that cannot be assigned to Web Publisher
and cannot be waived, Writer hereby grants to Web Publisher, and its
respective successors and assigns, an exclusive, worldwide, royalty-free
license during the term of the rights to reproduce, distribute, modify,
publicly perform and publicly display, with the right to sub-license
through multiple tiers of sub-licenses, and the right to assign such
rights in and to the Work Product including, without limitation, the
right to use in any way whatsoever the Work Product. Writer retains
no rights to use the Work Product except as stated in Exhibit A and
agrees not to challenge the validity of the copyright ownership by Web
Publisher in the Work Product.
- 5.3 Name Recognition. Writer shall
receive Name Recognition as author on all articles and columns. Recognition
will be clear and conspicuous. In the event that Web Publisher assigns
or licenses said articles or columns to any third party(ies), Web Publisher
will use their best efforts to ensure Writer receives proper Name Recognition.
In all circumstances, proper Name Recognition is considered as follows:
- 5.4 Creative License. Writer shall
have final review of her Work Product before publishing. If Writer finds
the finished Work Product to be unsatisfactory, Writer may choose not
to receive Name Recognition in accordance with Section 5.3.
- 5.5 Power of Attorney. Writer agrees
to assist Web Publisher in any reasonable manner to obtain and enforce
for Web Publisher's benefit copyrights covering the Work Product in
any and all countries. Contractor agrees to execute, when requested,
copyright, or similar applications and assignments to Web Publisher,
and any other lawful documents deemed necessary by Web Publisher to
carry out the purpose of this Agreement. Writer further agrees that
the obligations and undertaking stated in this Section 5.5 will continue
for one year after the termination of this agreement beyond the termination
of Writer's service to Web Publisher. If called upon to render assistance
under this Section 5.5, Writer will be entitled to a fair and reasonable
fee in addition to the reimbursement of authorized expenses incurred
at the prior written request of Web Publisher. In the event that Writer
is unable for any reason whatsoever to secure Writer's signature to
any lawful and necessary document required to apply for or execute any
copyright or other applications with respect to any Work Product, Writer
hereby irrevocably designates and appoints Web Publisher and its duly
authorized officers and agents as his or her agents and attorneys-in-fact
to act for and in her behalf and instead of Writer, to execute and file
any such application and to do all other lawfully permitted acts to
further the prosecution and issuance of copyrights or other similar
rights thereon with the same legal force and effect as if executed by
6. Warranties. Writer represents and warrants
The Work Product was created solely by
Writer, her full-time employees during their employment, or independent
contractors who assigned all right, title and interest worldwide in their
work to Writer.
Writer is the owner of all right, title
and interest in the tangible forms of the Work Product and all intellectual
property rights protecting them. The Work Product 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.
Writer has maintained the Work Product
The use, reproduction, distribution, or
modification of the Work Product does not and will not violate the rights
of any third parties in the Work Product including, but limited to, copyrights,
trade secrets, trademarks, publicity and privacy.
The Work Product is not in the public
Writer has full power and authority to
make and enter into this Agreement.
7. Indemnification. Writer agrees to defend,
indemnify, and hold harmless Web Publisher, their officers, directors,
sub-licensees, employees and agents, from and against any claims, actions
or demands, including without limitation reasonable legal and accounting
fees, alleging or resulting from the breach of the warranties in Section
6. Web Publisher shall provide notice to Writer promptly of any such claim,
suit, or proceeding and shall assist Writer, at Writer's expense, in defending
any such claim, suit or proceeding.
8. Prior Work. The Parties acknowledge
that prior to this Agreement, Writer has submitted to Web Publisher Work
Product created as a writing sample. Writer hereby irrevocable assigns
conveys, and otherwise transfers to Web Publisher, and its respective
successors and assigns, all rights, title and interests worldwide and
all copyrights in and to said work, and makes all warranties as set forth
in Section 6 of this Agreement with respect to said work.
9. General Provisions.
- 9.1 Entire Agreement of the Parties.
This Agreement contains the entire agreement between the parties hereto
with respect to the rendering of services by Writer for Web Publisher,
and supersedes any prior agreements, either written or verbal. Any modification
of this Agreement will be effective only if it is in writing signed
by both parties.
- 9.2 Governing Law. This Agreement will
be governed by and construed in accordance with the laws of the State
- 9.3 Good Faith and Fair Dealing. Both
parties agree that they will act in good faith in all matters concerning
this Agreement, and that all terms of this contract are to be interpreted
reasonably and in a fair and equitable manner.
10. Termination. This agreement may be
terminated by either party, for any reason, with or without cause, upon
thirty (30) days written notice. Nothing in this agreement shall require
Web Publisher to assign any specific number of assignments nor shall this
agreement obligate Writer to accept any specific assignments. The purpose
of this agreement is to govern the payment schedule and the rights and
responsibilities of the parties for work assignments accepted by the Writer.
11. Arbitration. Each party looks forward
to a mutually enjoyable relationship with the other. However, should any
controversy or claim arise out of and/or relating to this contract or
breach thereof, which is not settled between the signatories themselves,
the same shall be settled by arbitration in accordance with the Rules
of the American Arbitration Association. Arbitration hearings shall take
place in San Diego, California. Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof,
including the award to the aggrieved signatory/signatories, their heirs,
assignees, and/or designees, for the total remuneration received as a
result of business conduct with the parties covered by this Agreement,
plus court costs, attorney's fees, and other charges and damages deemed
fair by the arbitrator(s). THE PARTIES ACKNOWLEDGE THAT THEY ARE AWARE
OF THE FACT THAT BY AGREEING TO ARBITRATE THEY WAIVE ANY RIGHT THEY HAVE
TO A COURT OR JURY TRIAL.
The above Copyright Development and Transfer Agreement Sample Template
should be edited for your own use. This is only intended as a sample.