How to Write a Copyright License Agreement
By:Danielle Elliott
Copyright agreements are typically used by one party to gain legal permission to use intellectual material that is owned by another party. These documents are typically exchanged between networks and any number of outside parties (singers, songwriters, comic books, movies, other shows etc.) These contracts are exceedingly formal, and use special language to outline all rights and restrictions clearly. License agreements must be thorough, precise, and somewhat predictive in order to protect the intellectual property of the licensor.
TIPS:
COMPONENTS OF COPYRIGHT AGREEMENT
1. Introduction of both parties and the date.
2. Grant of License
3. Definition of Terms (used in the agreement)
4. Physical Materials
5. Guidelines and Approvals
6. Insurance
7. Warranties and Indemnification
8. Copyright registration; evidence of rights
9. Miscellaneous Provisions
10. The agreement is then signed by both parties:
11. Amendments to agreement
12. Additional amendments
BELOW ARE SOME EXAMPLES OF THE LANGUAGE USED IN EACH SECTION
1. Introduction of both parties and the date.
“THIS AGREEMENT, dated this___day of ________, 20__, is between [BUSINESS IN CAPITAL LETTERS, INC.,] d/b/a [SUB BUSINESS AFFILIATED WITH LARGER INCORPORATION,] a [Location] corporation with its principal office at [1000 Address, City, State zip code] (“Licensee”) and NAME OF OTHER COMPANY, a [Location] corporation with its principal office at [1000 Address, City, State zip code] (“Licensor”).
2. Grant of License
EX: 1. Grant of License; Definitions.
(a) Grant of License. Licensor hereby grants to licensee the irrevocable, and exclusive (except for exhibition in_____ as such term is herein below defined. Licensee shall have exclusive English language rights, it being understood that all other languages are non-exclusive English language rights…) license to distribute, transmit, display, exhibit, exploit, and perform (hereinafter, collectively “Exhibit” or “Exhibition”) number (#) individual episodes of the television program titled ________ (each an “Episode” and collectively, the “Series”) or any element, portion, or component thereof, by means of Non-standard Television throughout the Territory (as defined in subparagraph 1 (b)(x) below) during the License Period ( as defined in subparagraph 2 (a) below). Licensee is granted (i) exclusive rights for all languages in the United States, it’s territories, possessions and commonwealths, Bermuda, and the Caribbean Basin, and (ii) exclusive English language rights in Mexico, South America, and Central America (herein after collectively referred to as “Latin America”)... The Episodes shall each be thirty (30:00) minutes in duration and formatted for commercials in accordance with Licensee’s clock.”
3. Definition of Terms (used in the agreement)
Term/License periods; Exhibitions:- how long the licensor has rights to
broadcast.
EX: “(a) license period of this Agreement as it relates to Exhibition of the initial Set of
Episode shall commence upon initial exhibition of the first Episode exhibited by
Licensee and conclude three 93) years later ( the “License Period”). During the
License Period Licensee may make an unlimited number of Exhibition of each Quality of the Series-
EX: “The series shall be of at least the same quality and have at least the same
production standards as programming current being produced for a licensed by
Licensee, taking into account the license fee ad format of the Series.”
Territories- where a licensor can broadcast the program
Languages- what languages licensee can rebroadcast in
Media- what modes the program can be broadcasted.
i.e. cable, internet, satellite.
Often referred to as “Ancillary Rights: or any and all
means of exploitation of the episodes, or any element or component thereof, of
every kind and nature whatsoever, whether now existing or hereafter created or
developed in the future, other than distribution by means of Non-Standard
Television and Standard Television.”
4. Physical Materials- this segment discusses physical duties that must be completed, like “delivery of footage, additional deliveries, credits, bearing of costs, commercials, products donated for inclusion in episodes, products or services appearing in episodes, promotion and publicity (including a paragraph granting promotion rights)”
5. Guidelines and Approvals- this assures that the program is reproduced to the specifications of the licensor. Some contracts outline a period of consultation between both parties prior to the first air date, so that licensor can examine any editing completed by the licensee.
6. Insurance-this portion outlines a “licensor’s obligation with respect to insurance,” and the need for “evidence of insurance”
7. Warranties and Indemnification.- This claus places responsibility where responsibility is due for certain events and protects both parties from unfair lawsuits.
8. Copyright registration; evidence of rights: This paragraph often includes confidentiality clauses, and paragraphs outlining the breach and/or termination of the agreement. Music rights are often included in this sections, along with stanzas enforcing the “Licensor conformity with federal communications Act”
9. Miscellaneous Provisions
10. The agreement is then signed by both parties:
EX: “IN WITNESS WHEREOF, this Agreement is hereby agreed to and accepted effective of the date first written above.”
11. Amendments- Any needed amendments may be made to this agreement; these are subsequently submitted by one party, to the other. Generally the contract will include a stanza that only validates these amendments if both parties agree.
EX: “WHEREAS, pursuant to a Series License, Agreement dated June 29, 2005, Licensor licensed to Licensee thirty-nine (39) episodes of Name of Program to Licensee (the “Agreement”); and
WHEREAS, the parties wish to amend the Agreement in certain respects;
NOW, THEREFORE, the Agreement is amended as follows:
1. The following is added at the end of subparagraph____:”
12. Additional amendments may be added using the appropriate language:
EX: “ WHEREAS, said Agreement was amended by a First Amendment dated _________, for the license of __________, and Second Amendment dated___________, for the license of __________ (said amendment, as amended, being hereinafter referred to as the “[date] Series License Agreement”); and
WHEREAS, [Licensee] and [Licensor] entered into a separate Series License Agreement with an effective date of __________ (the “[date] Series License Agreement”) for the license of_________; and
WHEREAS, the parties wish to amend the [date] Series License Agreement further in certain respects;
NOW, THEREFORE, the [date] Series License Agreement is amended as follows:”
Here are a few links to other samples of Copyright Agreements:
http://www.library.cornell.edu/scholarlycomm/copyright/agreement.html
http://www.rbdeveloper.com/pdfs/copyrightcontract.pdf
Copyright agreements are typically used by one party to gain legal permission to use intellectual material that is owned by another party. These documents are typically exchanged between networks and any number of outside parties (singers, songwriters, comic books, movies, other shows etc.) These contracts are exceedingly formal, and use special language to outline all rights and restrictions clearly. License agreements must be thorough, precise, and somewhat predictive in order to protect the intellectual property of the licensor.
TIPS:
- Use logical appeals-The official legal purpose of these documents, in many ways defines the rhetorical appeals that must be used. For the most part, contractual agreements are successful when using appeals to logic.
- Use precise language
- Use proper format, legal terminologies, and write with clarity.
- Follow a familiar pattern
- Strive for validity.
COMPONENTS OF COPYRIGHT AGREEMENT
1. Introduction of both parties and the date.
2. Grant of License
3. Definition of Terms (used in the agreement)
4. Physical Materials
5. Guidelines and Approvals
6. Insurance
7. Warranties and Indemnification
8. Copyright registration; evidence of rights
9. Miscellaneous Provisions
10. The agreement is then signed by both parties:
11. Amendments to agreement
12. Additional amendments
BELOW ARE SOME EXAMPLES OF THE LANGUAGE USED IN EACH SECTION
1. Introduction of both parties and the date.
“THIS AGREEMENT, dated this___day of ________, 20__, is between [BUSINESS IN CAPITAL LETTERS, INC.,] d/b/a [SUB BUSINESS AFFILIATED WITH LARGER INCORPORATION,] a [Location] corporation with its principal office at [1000 Address, City, State zip code] (“Licensee”) and NAME OF OTHER COMPANY, a [Location] corporation with its principal office at [1000 Address, City, State zip code] (“Licensor”).
2. Grant of License
EX: 1. Grant of License; Definitions.
(a) Grant of License. Licensor hereby grants to licensee the irrevocable, and exclusive (except for exhibition in_____ as such term is herein below defined. Licensee shall have exclusive English language rights, it being understood that all other languages are non-exclusive English language rights…) license to distribute, transmit, display, exhibit, exploit, and perform (hereinafter, collectively “Exhibit” or “Exhibition”) number (#) individual episodes of the television program titled ________ (each an “Episode” and collectively, the “Series”) or any element, portion, or component thereof, by means of Non-standard Television throughout the Territory (as defined in subparagraph 1 (b)(x) below) during the License Period ( as defined in subparagraph 2 (a) below). Licensee is granted (i) exclusive rights for all languages in the United States, it’s territories, possessions and commonwealths, Bermuda, and the Caribbean Basin, and (ii) exclusive English language rights in Mexico, South America, and Central America (herein after collectively referred to as “Latin America”)... The Episodes shall each be thirty (30:00) minutes in duration and formatted for commercials in accordance with Licensee’s clock.”
3. Definition of Terms (used in the agreement)
Term/License periods; Exhibitions:- how long the licensor has rights to
broadcast.
EX: “(a) license period of this Agreement as it relates to Exhibition of the initial Set of
Episode shall commence upon initial exhibition of the first Episode exhibited by
Licensee and conclude three 93) years later ( the “License Period”). During the
License Period Licensee may make an unlimited number of Exhibition of each Quality of the Series-
EX: “The series shall be of at least the same quality and have at least the same
production standards as programming current being produced for a licensed by
Licensee, taking into account the license fee ad format of the Series.”
Territories- where a licensor can broadcast the program
Languages- what languages licensee can rebroadcast in
Media- what modes the program can be broadcasted.
i.e. cable, internet, satellite.
Often referred to as “Ancillary Rights: or any and all
means of exploitation of the episodes, or any element or component thereof, of
every kind and nature whatsoever, whether now existing or hereafter created or
developed in the future, other than distribution by means of Non-Standard
Television and Standard Television.”
4. Physical Materials- this segment discusses physical duties that must be completed, like “delivery of footage, additional deliveries, credits, bearing of costs, commercials, products donated for inclusion in episodes, products or services appearing in episodes, promotion and publicity (including a paragraph granting promotion rights)”
5. Guidelines and Approvals- this assures that the program is reproduced to the specifications of the licensor. Some contracts outline a period of consultation between both parties prior to the first air date, so that licensor can examine any editing completed by the licensee.
6. Insurance-this portion outlines a “licensor’s obligation with respect to insurance,” and the need for “evidence of insurance”
7. Warranties and Indemnification.- This claus places responsibility where responsibility is due for certain events and protects both parties from unfair lawsuits.
8. Copyright registration; evidence of rights: This paragraph often includes confidentiality clauses, and paragraphs outlining the breach and/or termination of the agreement. Music rights are often included in this sections, along with stanzas enforcing the “Licensor conformity with federal communications Act”
9. Miscellaneous Provisions
10. The agreement is then signed by both parties:
EX: “IN WITNESS WHEREOF, this Agreement is hereby agreed to and accepted effective of the date first written above.”
11. Amendments- Any needed amendments may be made to this agreement; these are subsequently submitted by one party, to the other. Generally the contract will include a stanza that only validates these amendments if both parties agree.
EX: “WHEREAS, pursuant to a Series License, Agreement dated June 29, 2005, Licensor licensed to Licensee thirty-nine (39) episodes of Name of Program to Licensee (the “Agreement”); and
WHEREAS, the parties wish to amend the Agreement in certain respects;
NOW, THEREFORE, the Agreement is amended as follows:
1. The following is added at the end of subparagraph____:”
12. Additional amendments may be added using the appropriate language:
EX: “ WHEREAS, said Agreement was amended by a First Amendment dated _________, for the license of __________, and Second Amendment dated___________, for the license of __________ (said amendment, as amended, being hereinafter referred to as the “[date] Series License Agreement”); and
WHEREAS, [Licensee] and [Licensor] entered into a separate Series License Agreement with an effective date of __________ (the “[date] Series License Agreement”) for the license of_________; and
WHEREAS, the parties wish to amend the [date] Series License Agreement further in certain respects;
NOW, THEREFORE, the [date] Series License Agreement is amended as follows:”
Here are a few links to other samples of Copyright Agreements:
http://www.library.cornell.edu/scholarlycomm/copyright/agreement.html
http://www.rbdeveloper.com/pdfs/copyrightcontract.pdf
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