When you’re paying a musician to create something for you — for example, to play on an album, record a song for a film, or to create a soundtrack for a commercial you’re producing — you may think you’re automatically acquiring copyright ownership. After all, you’re paying for the work, right? But payment doesn’t guarantee copyright. You need some documentation that shows the musician agrees to transfer the copyright to you.
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The most reliable form of documentation is an assignment. Basically, in an assignment, the musician is saying to you, “In consideration of your payment, I sell you the copyright and I agree to cooperate with you in preparing any necessary paperwork needed to protect that copyright.” You can also file the assignment with the U.S. Copyright Office thereby putting the world on notice that you are the owner (or “assignee”) of the copyright.
Like all legal documents, assignments require specific language. Below you’ll find two sample assignments you can use: One is a basic all-purpose assignment, and the other is specifically for recording musicians.
Assignments Are Semi-Permanent
Although an assignment is considered a permanent transfer of ownership, it can be undone. Starting in 1978, anyone who assigned a copyright could terminate the assignment after 35 years. This was Congress’ way of giving artists, authors and musicians who had made bad deals a second bite at the apple. The first year this right is exercised is 2013.
Despite this rule, the vast majority of assignments are unlikely to be terminated. That’s because the termination process is complicated, there’s a limited window of time to claim termination, and only a small proportion of works have enough value after 35 years to justify the effort.
Assignments aren’t the only way to obtain rights under copyright law. You can also acquire rights by executing a license with the copyright owner, or having the work created under “works made for hire” rules. Before we look at some sample assignment agreements, let’s take a quick look at works made for hire and licenses.
Works Made for Hire
Like an assignment, a work made for hire (sometimes called a “work for hire”) is also a permanent transfer of copyright. The advantage (over an assignment) is that a work made for hire can’t be terminated after 35 years. But works made for hire have limitations. A work made for hire can only be claimed for (1) works created by an employee in the course of employment; or (2) works commissioned from an independent contractor, provided that the work falls in one of nine categories and there is a written work-made-for-hire agreement in place.
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About Rich Stim
Attorney Richard Stim specializes in small business, copyright, patents, and trademark issues at Nolo. He practices law in San Francisco and has represented photographers, software developers, craftspeople, publishers, musicians and toy designers. He is the author of many books, including Music Law: How to Run Your Band’s Business; Patent, Copyright & Trademark: An Intellectual Property Desk Reference; and Profit From Your Idea. Stim regularly answers readers’ intellectual property questions at Dear Rich: Nolo’s Patent, Copyright & Trademark Blog. Rich is also an author on Intellectual Property Law Firms. Stim also produces audiobooks, such as Nolo’s Crash Course in Small Business Basics, and performs and records with two bands, MX-80 and angel corpus christi. You can also find Rich on Google Plus.View all posts by Rich Stim →
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
Copyright Assignment Agreement
THIS AGREEMENT is made this day of , 20 , by and between (“Assignor”) and (“Assignee”, and collectively, the “Parties”).
WHEREAS, Assignor is the copyright holder and owner of all proprietary interest in (Brief description of musical work to be assigned) (the “Work”).
AND WHEREAS, Assignor wishes to transfer all rights, ownership and interest in the Work, including the copyright and all other intellectual property rights in the Work, to Assignee, under the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Assignment of the Work. Assignor hereby irrevocably assigns to Assignee all right, title and interest to the Work, including all copyright ownership and interest, and all moral rights associated with the creation of the Work. Assignee shall be the exclusive owner of the Work and of the copyright in the Work from the date of this Agreement forward, and shall have the exclusive right to secure registration of the copyright in the Work with the U.S. Copyright Office. No rights in the Work, or in the copyright in the Work, shall be retained by Assignor, nor shall there be any reversion of those rights to Assignor in the future.
2. Payment. In consideration of the assignment made by Assignor, as well as Assignor’s promises, representations, covenants and warranties under this Agreement, Assignee shall pay to Assignor the amount of $ (the “Payment”). The Payment shall be paid in full to Assignor within 7 days of the execution of this Agreement.
3. Assignor’s Representations and Warranties. Assignor represents and warrants as follows:
a. Assignor has the legal authority to grant the assignment of the Work, including all copyright rights and proprietary interest therein, as set forth in Section 1. No other person or entity is required to consent to this assignment or to this Agreement for it to be valid and complete.
b. There are currently no licenses outstanding granting any other person or entity the right to enjoy or lay claim to any copyright rights or privileges in the Work, nor will Assignor attempt to grant any such licenses at any time in the future. The Work, and all copyright interest in the Work, is free and clear of any liens, security interests, or other encumbrances.
c. The Work does not infringe upon the rights, copyright or otherwise, of any other person or entity.
d. There are no claims currently pending or threatened, nor does Assignor have any reason to believe that any claims will be brought or threatened in the future, against Assignor’s right, ownership or interest in the Work.
4. Indemnification. Assignor agrees to indemnify and hold harmless Assignee for any claims, suits, damages, actions, or other costs arising out any breach of Assignor’s warranties set forth in Section 3 above.
5. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________ without regard to conflicts of law principles.
6. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
7. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
8. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
If to Assignor:
If to Assignee:
9. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
10. Entire Agreement. This Agreement constitutes the entire agreement between Assignor and Assignee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.