This copyright license agreement is between
The parties therefore agree as follows:
1. GRANT OF LICENSE.
The Licensor hereby grants to the Licensee a nonexclusive, nontransferable license to exercise the following rights in the Materials, in all media (including electronic, print, video, audio, and any other technology now known or that may be developed in the future):
(a) to publish the Materials, to reproduce the Materials, to incorporate the Materials into one or more Collective Works, and to reproduce the Materials as incorporated in the Collective Works. "Collective Works" means any work, including periodical issues, anthologies, or encyclopedias, in which the entire unmodified Materials is assembled with other contributions, each constituting separate and independent works in themselves, into a collective whole; and (a) (b) to create and reproduce Derivative Works. "Derivative Works" means any work based on the Materials, or on the Materials and other preexisting works, including motion picture versions, art reproductions, condensations, or any other form in which the Materials may be recast, transformed, or adapted. A work constituting a Collective Work is not considered a Derivative Work under this agreement; to create and reproduce Derivative Works. "Derivative Works" means any work based on the Materials, or on the Materials and other preexisting works, including motion picture versions, art reproductions, condensations, or any other form in which the Materials may be recast, transformed, or adapted. A work constituting a collective work is not considered a Derivative Work under this agreement; (a) (b) (b) (c) to distribute copies of, display publicly, or use in any advertising the Materials. (including as incorporated in Collective Works) (including as incorporated in Collective Works or Derivative Works) (including as incorporated in Derivative Works) ; and . ; and (c) (d) to distribute copies of, display publicly, perform publicly, or use in any advertising any Derivative Works.
The Licensee may make no other use of the Materials.
2. RESTRICTIONS.
The license granted in section 1 above is subject to and limited by the following restrictions:
- (a) Limited Use. The permissions granted to the Licensee under this agreement apply only to the uses and purposes stated and the Licensee may distribute, publicly display, publicly perform, or use in any advertising the Materials only under the terms of this agreement. The Licensee may not sublicense the Materials. Any use that is inconsistent with the limited license provided in this agreement will be a violation of the Licensor's copyright and subject to copyright law.
- (b) No Modification. The Licensee may not modify, copy, distribute, display, perform, reproduce, publish, license, create derivative works from, sublicense, or transfer the Materials obtained from the Licensor in any way not specifically granted in section 1 above without the prior written consent of the Licensor.
(c) Right of Review. The Licensor may review any Collective Work or Derivative Work before publication if the Materials exceeds 10% of its total content. (c) Right of Review. The Licensor may review any Collective Work before publication if the Materials exceeds 10% of its total content. (c) Right of Review. The Licensor may review any Derivative Work before publication if the Materials exceeds 10% of its total content. (c) (d) Limitations on Transfer. The permission hereby granted is not transferable, not exclusive, and applies only to Materials controlled by the Licensor and not to any material cited or quoted by the author and incorporated in the Materials.(d) (e) No Other Materials. The Licensor grants no other right or license to the Licensee, either express or implied, with respect to any other copyright or other intellectual property right owned, possessed, or licensed by the Licensor.
3. NO ASSIGNMENT OR TRANSFER.
The rights granted to the Licensee by this agreement are license rights only and nothing in this agreement constitutes an assignment or exclusive license of the Licensor's rights in the Materials. The Licensor retains ownership of the copyright in the Materials, and all rights not expressly granted in this agreement.
4. CREDIT AND SAMPLES.
- (a) Credit. The Licensee shall acknowledge fully in every copy of the Materials distributed, displayed, performed, or used in any advertising, either on the copyright page or as a footnote on the page on which the Materials begin, or, if in a periodical, on the first page of the quotation, the credit line as indicated below.
- If the copyright and acknowledgment notices are not printed as specified, all permissions granted by this agreement are canceled without further notice.
(b) Credit of Licensor in Collective or Derivative Work. If the Licensee distributes, publicly displays, or uses in advertising the Materials , any Derivative Work, or any Collective Work or any Collective Work the Materials or any Derivative Work , the Licensee shall keep intact all copyright notices and appropriate credits for the Materials and give the original author credit reasonable to the medium or means the Licensee is using by conveying: (i) the name (or pseudonym if applicable) of the original artist (if supplied); (ii) the title of the Materials (if supplied); (iii) to the extent reasonably practicable, a copyright notice or licensing information for the Materials; and (iv) in the case of a Derivative Work, a credit identifying the use of the Materials in the Derivative Work (e.g., "French translation of the Materials by original author" or "screenplay based on original Materials by original author"). This credit may be implemented in any reasonable manner. In the case of a Derivative Work or Collective Work, at a minimum this credit will appear where any other comparable artist credit appears and in a manner at least as prominent as those other comparable authorship credits. (iv) in the case of a Collective Work, at a minimum this credit will appear where any other comparable authorship credit appears and in a manner at least as prominent as those other comparable authorship credits. (iv) in the case of a Derivative Work, a credit identifying the use of the Materials in the Derivative Work (e.g., "French translation of the Materials by original author" or "screenplay based on original Materials by original author"). This credit may be implemented in any reasonable manner. In the case of a Derivative Work, at a minimum this credit will appear where any other comparable authorship credit appears and in a manner at least as prominent as those other comparable authorship credits.
(c) Copy of Work. On the Licensor's request, the Licensee shall provide the Licensor with a copy of each Collective Work and Derivative Work incorporating the Materials to allow the Licensor to confirm compliance with the grant of permission given under this agreement. (b) (d) Copies of Advertisements. The Licensee will submit to the Licensor two copies of any advertising material that will accompany distribution of the Materials. , or any Collective Work or Derivative Work. or any Collective Work. or any Derivative Work. (e) Copy of Critical Work. If the Materials will be reprinted in a Collective Work or Derivative Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement. (e) Copy of Critical Work. If the Materials will be reprinted in a Collective Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement. (e) Copy of Critical Work. If the Materials will be reprinted in a Derivative Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement.
5. FEES.
(a) License Issue Fee. On or before the effective date of this agreement (as described in section 22 below), the Licensee shall pay to the Licensor a nonrefundable fee of $ (the "License Issue Fee"). The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Collective Work or Derivative Work. The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Collective Work. The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Derivative Work. (b) Royalties. The Licensee shall pay to the Licensor, in addition to the License Issue Fee, a continuing royalty of % of Gross Sales of the Materials or any Collective Work or any Derivative Work , any Collective Work, or any Derivative Work sold by the Licensee or any of its subsidiaries, divisions, or affiliates. "Gross Sales" means the Licensee's billing price to customers or distributors, including the royalty amount less: - (i) customary trade discounts actually given;
- (ii) returns; and
- (iii) transportation charges on returns.
If the Licensee sells the Materials or any Derivative Work , any Collective Work, or any Derivative Work or any Collective Work to any party affiliated with the Licensee, or in any way related to or under common control with the Licensee, at a price less than the regular price charged to other parties, the royalties will be computed on the basis of the regular price charged to other parties. No deduction from the royalties owed will be allowed for uncollectible accounts, or for taxes, fees, assessments, advertising, or other expenses of any kind that maybe incurred or paid by the Licensee, except as specifically enumerated in the definition of Gross Sales. The Licensee shall report and pay royalties quarterly. The royalty report deadline is days after the end of each calendar quarter. (c) Minimum Royalty. The Licensee shall pay the Licensor a $ minimum royalty (the "Minimum Royalty") during each year of the agreement as a minimum guarantee against royalties to be paid during each year. The remedy of the Licensor for failure of the Licensee to make payment of the Minimum Royalty is limited to termination of this agreement under section 12 below.
6. MAINTENANCE OF RECORDS AND AUDIT RIGHTS.
- (a) Books and Records. The Licensee shall keep accurate books of account and records covering all transactions relating to or arising out of this agreement. The Licensor and its nominees, employees, accountants, agents, and representatives:
- (i) shall have reasonable access to these books and records during normal business hours on reasonable notice; and
- (ii) may conduct an examination of all of those books and records.
- The Licensee shall maintain these books and records in good order and condition for a period of two years after the termination of this agreement under section 12 or, in the event of a dispute between the parties, until that dispute is resolved, whichever date is latest. Receipt or acceptance by the Licensor of any sums paid by the Licensee under this agreement does not preclude the Licensor from exercising its rights.
(b) Underpayment of Royalties. If an inspection or examination under subsection 6(a) above discloses, or a party otherwise discovers, an underpayment of any royalties or other fees due, the Licensee shall pay to the Licensor the amount of that underpayment, plus interest of % from the date of underpayment to and including the date of payment in full, not more than days after the finding. (c) Overpayment of Royalties. If an inspection or examination under subsection 6(a) above discloses, or a party otherwise discovers, an overpayment of any royalties or other fees due, the Licensor shall credit to the Licensee the amount of that overpayment against future payments owed by the Licensee, unless the period for which the overpayment was made is the final period covered by this agreement, in which case the Licensor shall pay the amount of the overpayment to the Licensee within days after that finding.
7. DELIVERY OF MATERIALS.
- The Licensor shall provide the Materials to the Licensee as follows:
- (a) Network Access. The Licensor shall store the Materials at one or more Licensor locations in digital form accessible by telecommunications links between those locations and authorized networks of the Licensee.
- (b) Physical Media. The Licensor shall provide copies of the Materials to the Licensee on physical media for use on the Licensee's network and workstations.
- (c) File Transfer. The Licensor shall provide copies of the Materials to the Licensee through electronic transfer (by means of file transfer protocol or otherwise).
8. OWNERSHIP AND USE OF MATERIALS.
- (a) Ownership of Materials. The Licensee acknowledges that the Licensor is the owner of the Materials and of all associated federal registrations and pending registrations, and the Licensee shall do nothing inconsistent with that ownership. The Licensee may not claim ownership rights to the Materials, or any derivative, compilation, sequel or series, or related work owned or used by the Licensor. Nothing in this agreement gives the Licensee any interest in the Materials other than the right to use them in accordance with this agreement.
- (b) Validity of Registrations. The Licensee admits the validity of all copyrights for the Material and all associated registrations and acknowledges that all rights that might be acquired by the Licensee because of its use of the Materials shall inure to the sole benefit of the Licensor. This subsection does not entitle the Licensor to any of the revenues from the Licensee's permitted uses under this agreement, except for the fees described in section 5 above.
- (c) Limitation on Licensee's Actions. The Licensee may not do anything inconsistent with the Licensor's ownership of the Materials, claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with regards to that ownership. The Licensee may not challenge the Licensor's title to the Materials, oppose any registration or reregistrations of the Materials, or challenge the validity of this agreement or the grants provided under it.
9. REPRESENTATIONS.
The Licensor hereby represents that:
- (a) the Licensor is the sole owner of all interest in the Materials;
- (b) the Licensor has the right to grant permission for use of the Materials as specified in this agreement, but any citations or quotations used in the Materials may have third-party rights holders, and the Licensor does not purport to own or have the right to grant permission to republish those citations or quotations;
- (c) the Materials are original, are not in the public domain, are not plagiarized, and do not contain anything that is libelous or obscene;
- (d) the Licensor has not transferred, exclusive licensed, or encumbered the Materials or agreed to do so;
- (e) the Licensor is not aware of any violation, infringement, or misappropriation of any third party's rights or claims of rights (including existing intellectual property rights, rights of privacy, or other rights) by the Materials;
- (f) the Licensor is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this agreement; and
- (g) the Licensor was not acting within the scope of employment of a third party when conceiving, creating, or otherwise performing any activity with respect to the Materials licensed in section 1.
10. DOCUMENTATION.
- (a) Recordation of Agreement. The Licensor will, as soon as is reasonably possible following a request from the Licensee, provide the Licensee with a complete copy of all documentation (in any format) relating to the Materials for the Licensee's own use, to meet record-keeping requirements of the Licensee, or to allow the Licensee to exercise its rights granted under this agreement. The Licensor will also, on request:
- (i) execute any additional papers, including any separate licenses of the Materials, reasonably necessary to record the license in the United States and throughout the world; and
- (ii) generally do all other lawful acts reasonable and necessary to record the agreement in the United States and throughout the world.
- (b) Licensee Assistance in Maintaining Work. The Licensee shall on request give to the Licensor or its authorized representatives any information as to its use of the Materials
, any Collective Work, or any Derivative Work or any Derivative Work or any Collective Work that the Licensor may reasonably require and will render any (nonmonetary) assistance reasonably required by the Licensor in maintaining the Materials or any registrations of the Materials.
11. INDEMNIFICATION.
(a) any claim by a third party that the Materials or its use or reproduction infringes or misappropriates any copyright or other intellectual property; (a) the Licensee promptly notifies the Licensor of that claim; (b) any claim by a third party that this agreement conflicts with, violates, or breaches any contract or other obligation to which the Licensor is a party or of which it has knowledge; (b) the Licensor controls the defense and settlement of that claim; (c) any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of the Materials by the Licensor; and (c) the Licensee fully cooperates with the Licensor in connection with its defense and settlement of that claim; (d) any litigation, arbitration, judgments, awards, attorneys' fees, liabilities, settlements, damages, losses, and expenses relating to (a), (b), or (c) above. (d) the Licensee stops all sales, distribution, and public use of or relating to the infringing Materials , including as necessary any Collective Works or Derivative Works , including as necessary any Collective Works , including as necessary any Derivative Works , if requested by the Licensor.
(a) obtain the right for the Licensee to continue to use the infringing Materials; (b) modify the infringing Materials to eliminate that infringement (if practicable); or (c) refund the amount paid under this agreement for the infringing Materials to the Licensee, on such terms as the parties may agree.
(a) any changed form of the Materials not made by the Licensor; or (b) the laws of any country other than the United States of America or its states.
12. TERMINATION.
- (a) Termination Procedures. The agreement will terminate immediately, without notice, if:
- (i) before publication, the Licensee has not complied with this agreement;
- (ii) the Licensee attempts to transfer any of the rights granted to the Licensee in connection with this agreement without obtaining the Licensor's prior written consent;
- (iii) the Licensee uses the Materials in a manner not expressly permitted by this agreement;
- (iv) no
Collective Work, Derivative Work, or Collective Work or Derivative Work or reproduction of Materials is published within one year of the effective date of this agreement, unless extended by written permission of the Licensor; - (v) the copyright and acknowledgment notices are not printed as specified in section 4; or
- (vi) a
Collective Work, Derivative Work, or Collective Work or Derivative Work or or reproduction of Materials is published and remains out of print for a period of at least six months.
- (b) Effect of Termination. All rights granted by this agreement, including the Licensee's right to use the Materials, shall end on termination of this agreement. On termination of this agreement, the Licensee shall promptly discontinue all use of the reproduced Materials
, any Collective Work, or any Derivative Work, or any Derivative Work, or any Collective Work, and refrain from further reproduction, publishing, and distributing of the reproduced Materials, Collective Work, or Derivative Work or Derivative Work or Collective Work . However, the Licensee may fill existing orders and sell off existing copies of the reproduced Materials, Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock if the sell-off period is no more than, Collective Work, or Derivative Work or Derivative Work or Collective Work will constitute Gross Sales. The Licensor shall have the right to verify the existence and validity of the existing orders and existing copies of the reproduced Materials, Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock on reasonable notice to the Licensee.
13. GOVERNING LAW.
- (a) Choice of Law. The laws of the state of
govern this agreement (without giving effect to its conflicts of law principles). - (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in
County, .
14. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
15. ASSIGNMENT AND DELEGATION.
- (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
- (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
- (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
16. COUNTERPARTS; ELECTRONIC SIGNATURES.
- (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
17. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
18. NOTICES.
- (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
- (b) Addresses. A party shall address notices under this section to a party at the following addresses:
- If to the Licensor:
- If to the Licensee:
- (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
19. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
20. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
21. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
22. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
23. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
| Date:______________________________ | By:____________________________________________________________ |
| Name: |
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| Date:______________________________ | By:____________________________________________________________ |
| Name: |
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EXHIBIT A
(Attach copy of Materials)
How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
Copyright license agreement for written work: How-to guide
A company looking to obtain a license in property (including written materials) must be sure that the licensor does, in fact, have title to the desired items. A properly drafted copyright license agreement can help in these circumstances.
A non-exclusive copyright license agreement allows the licensee to use (but not own) the owner’s creative works. Licensing can help a company obtain the rights needed to sell or manufacture its own products effectively and easily while lending the licensee an established name and reputation. The marketing efforts made by the licensee will, in turn, benefit the licensor’s works and reputation.
Use a copyright license agreement to allow another party to use a copyrighted written work. Provide detailed information about how the material will be used and the extent of its incorporation into a publication or other work. The agreement ensures that the copyright holder’s rights are protected, and the licensee gets the rights to the material needed to complete its work.
What’s a copyright?
A copyright is a form of protection provided by federal law to creators of “original works of authorship.” This includes literary, dramatic, musical, and artistic works, both published and unpublished. The author of a copyrighted work can prevent others from copying, performing, or using the work without its consent. Because of this, any third party intending to reprint a portion of the copyrighted work must first obtain permission from the licensor. Failure to do so could result in a lawsuit and substantial fines.
What are the benefits of copyright licensing?
Buying and selling property is crucial for an organization's survival. Excessive intellectual property can burden a company with additional costs, such as maintaining registrations, defending against claims, and marketing final products.
Licensing intellectual property rights can have an immediate positive effect on a company’s finances, generating revenue and decreasing costs.
What’s the difference between exclusive and non-exclusive licenses?
In exclusive license agreements, one licensee becomes the sole owner of the licensor’s work. This is basically a transfer of ownership rights. The exclusive licensee can further use the copyright, assign it to a third party, or sue a third party for infringement.
In non-exclusive license agreements, more than one party can gain the rights and become the licensee of the creator’s work. However, they can’t own the creation and only have the right to use the copyright. They can’t assign to a third party or sue a third party for infringement; these can be done by the creator only.
Can you use copyrighted work from the public domain?
Another type of material that doesn’t require prior written consent to republish is work existing in the public domain. A work in the public domain isn’t simply a work that is publicly available; it is a work that is either not currently or never protected by copyright. Public domain works generally fall into one of the following categories:
- General information (e.g., facts or numbers)
- Materials created by the U.S. government
- Items that had copyrights that expired because of time or because the holder didn’t renew the copyright
- Materials created before 1989 that lacked proper copyright notices
What are copyright violations?
Not every use of another person’s copyrighted material will be considered a copyright violation. There is a concept in American copyright law called “fair use.” This concept identifies that using copyrighted work for criticism, comment, news reporting, teaching, scholarship, and research is qualified as fair use.
It isn’t easy to determine whether unauthorized use is fair use or not. Hence, some factors help in this, such as,
- The purpose of the use
- The nature of the copyrighted work
- The amount used
- The effect of the use on the market or value of the copyrighted work
The best practice is to obtain permission from a copyright holder in every context rather than risk the damages and costs that could result from a lawsuit.
How to find a copyright holder?
Determining who holds the copyright in a given work can be complicated, but here are certain basic steps that can help in most situations:
- If you’re using material initially published in a book, the copyright holder may be listed on the page after the title page.
- If you’re using material initially published in a journal or periodical, contact the publisher. The publisher usually owns the copyright in all of the work’s contents. Information on the publisher of a journal or periodical can usually be found in the masthead.
If you can’t find information on the copyright holder of the material you wish to reprint, contact the U.S. Copyright Office (USCO) or review the records available on its website.
Importance of recording copyright license in the U.S. Copyright Office (USCO)
A copyright license is typically accomplished through a contract, like the written agreement form above. Although not technically required, licenses can also be recorded with the USCO to provide notice of the document’s existence. The advantage of this recording is that it provides a public record of the license and may establish priority rights if there is a dispute about whether or not a transfer is valid.
The USCO encourages registrants to use a “Document Cover Sheet” to facilitate such recordings. If you decide to file a Document Cover Sheet, provide at least two copies of this form with the license itself. There is a fee for this recording, currently $95 for each title.
Is there a validity to a copyright license?
A copyright license granted doesn’t have to be forever and doesn’t need to be a complete or exclusive license. You can grant a transfer for a specific time, in an area, or for a medium (e.g., allow online use but not film use).
Key elements in copyright license agreements for written work
A copyright license agreement constitutes the following instructions that’ll help you understand its terms. Please review the entire document before starting your step-by-step process.
Introduction of parties
This section identifies the document as a copyright license agreement. Write in the date when the agreement is signed, and identify the parties and what type of organization they are.
The “licensor” is the copyright owner who gives permission (or “license”) to use the underlying material, and the “licensee” is the party that asked for permission to use that material.
Recitals
The “whereas” clauses, referred to as recitals, offer key background information about the parties and the agreement. In this document, the recitals include a simple statement of the intent to license rights in the material.
Provide specific details about the material that’ll be reprinted. Include a reference to the chapter, page, line opening, and closing words, and an approximate number of words.
Grant of license
This section extends and accepts the license of the copyrights (and, therefore, the right to reproduce and distribute the material). Once the license is specifically granted, describe specifically where the material will be published and how it’ll be used.
- Include the title of the publication that’ll reprint the previously published material. Include any additional information about the author, editor, or compiler of the new work, the publisher, and its address.
- Add the publication type (e.g., trade edition, paperback, hardback, CD-ROM, DVD, Intranet, magnetic media, etc.) and as many other details as possible about the new publication. For example, consider providing relevant information about:
- Publication date(s)
- Expected retail price
- Total expected sales (or distribution) for the (edition of) publication
- No. of pages (entire publication)
- No. of pages (requested material)
- No. of printed copies
- Circulation (e.g., countries, special markets, etc.)
- Describe how and where the material can be used. For example, will the licensee be allowed to perform the material? Use it in advertising? Be sure to include any relevant limitations on the material’s use.
No assignment or transfer
Unlike an assignment, in which an owner’s entire interest is transferred to the buyer, this agreement gives the licensee only specific, listed rights. The licensee can’t resell or transfer its rights, which are only partially and temporarily provided. This section reiterates that fact and requires the licensee to obtain the licensor’s written permission if it wants to do an assignment or transfer.
Restrictions
This section lists the restrictions on the licensee while using the licensor’s material, e.g.,
- The licensee is allowed to use the material only in the ways specifically stated in the agreement. Any use beyond that is considered against the law.
- The licensee can’t revise the material in any way.
Credit and samples
This section allows the parties to specify how the licensor will be credited for the licensee’s use of the material. It also explains that credit must be given to the licensor or the author in any publications that use the material as a jumping-off point.
The licensee shall give the licensor a copy of any collective work or derivative work, any ads used to promote the material, and any writing that criticizes the material.
Fees
This section mentions that the licensee is giving money (sometimes called “consideration”) to be able to use the licensor’s property. There are different ways how the licensee gives money to the licensor, such as:
- The licensor will receive a license issue fee for the ability to use the material.
- The licensee will pay a percentage of every sale it makes using the material to the licensee, which is called the royalties. This amount is directly tied to the licensee’s sales.
- The licensor will receive a minimum royalty payment annually. If this payment isn’t made, the licensor has the right to terminate the agreement.
- The licensor may choose to receive a set payment by the licensee as a one-time lump-sum fee or a set of installment payments made over time.
Maintenance of records and audit rights
This section mentions the need to maintain accurate books and records of the sales made. This is particularly important when the parties have decided to compensate the licensor with royalty payments.
You can also mention how to handle underpayment or overpayment of royalties by the licensee to the licensor.
Delivery of materials
This section lets the parties specify how the licensee will provide the material.
Ownership and use of materials
This section clarifies that the licensor owns the copyright in the material and isn’t transferred to the licensee through this agreement.
Representations and warranties
This section helps both parties state that they have the right to enter into the agreement and that they won’t violate any other contract they’re a part of.
You can also define the conditions required for the licensor to enter the arrangement, such as:
- They’re the only person or company with the authority to license the material.
- The material isn’t copied from anywhere and hasn’t fallen into the public domain (either because of failure to maintain the copyright or by expiration).
- They haven’t sold or transferred all of their rights in the material to any third party.
- They don’t believe that the material has been taken from any third party without authorization (e.g., deliberate plagiarism of another writer’s work).
- They don’t know of any permissions that must be obtained for the license to be granted. In other words, once the agreement is signed, the grant will be effective without anyone else’s input.
If the parties want to include additional representations and warranties, they can do so here.
Documentation
This section relates to recording the licensing agreement with the U.S. Copyright Office by sending a copy of the agreement to that agency. Providing notice that the licensee has the right to use the material can protect it from any claim relating to infringement or claims by third-party licensees that they didn’t know about.
Indemnification
This section describes each party’s future obligations if the material is found to infringe on a third party’s rights. You can mention who’ll be solely responsible for infringement and pay all expenses and costs relating to the claim.
Termination
This section explains that some actions or events by the other party, including certain wrongful actions on the part of the licensee, will cause the agreement to end early. It also mentions whether the licensee can use the licensor’s work post-termination or not.
Successors and assigns
The following provision specifies that the parties' rights and responsibilities shall be transferred to any successor organizations (if any exist) and to organizations that have been lawfully assigned such rights and obligations.
No implied waiver
This clause states that allowing one party to ignore an obligation under the agreement doesn't waive the other party's right to enforce that obligation in the future.
Notice
This section contains the addresses where official or legal correspondence should be sent for both the licensee and the licensor, along with each party's registered or certified mail address.
Governing law
This particular clause allows the parties to select the applicable law that’ll govern the interpretation of the document.
Counterparts; electronic signatures
This section clarifies that even if the parties are in different locations or use electronic devices to sign the agreement, all the separate pieces will still be considered as part of the same agreement. This provision guarantees that business can be conducted efficiently without compromising the validity of the entire agreement.
Severability
This section ensures the validity of the agreement as a whole. If a law invalidates a part of it, only that section would be nullified, leaving the rest enforceable.
Entire agreement
This confirms the parties’ agreement that the document they’re signing is “the agreement” about the issues involved.
Headings
This part informs that the section headings included at the start of each part of the agreement are intended solely to help organize the document and shouldn’t be viewed as functioning components of the agreement itself.
Frequently asked questions
What's a copyright license agreement for written work?
Whether you want to republish an author's essay in your anthology, a blog post on your company's site—or even shoot someone's script for TV, you'll need the copyright holder's permission first to republish writing. A copyright license agreement allows you to republish or create your work from someone else's writing.
How do I write a copyright license agreement?
To write an effective copyright license agreement for written work, you'll need the following information:
- Who wrote it: Have the name and contact information of the licensee ready
- Who's licensing it: Have the name and contact information of the licensor ready
- How it can be used: Know how the written work will be used and whether there are any restrictions
- How the copyright holder gets paid: Know if the licensee will be paid in flat fees or royalties
Copyright License Agreement for Written Work - Free Template
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