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Copyright License Agreement Template

Prepared for:

[Client.FirstName][Client.LastName]
[Client.Company]

Created by:

[Sender.FirstName][Sender.LastName]
[Sender.Company]

‌This Copyright License Agreement (this “Agreement”) is made effective as of Date between Property Owner, of [Address], [City], [Zip.Code], and Licensed Property User, of [Address], [City], [Zip.Code].

This Agreement shall be solely governed by the laws of [State], [Country]. This Agreement will commence on [date] (the “Effective Date”) and continue until [date] (the “Termination Date”) or until either party provides written notice of termination to the other party with a [number of days] notice.

In this Agreement, the party granting the right to use the licensed property, [Owner.FullName], will be referred to as the “Owner” and the party who is receiving the right to use the licensed property, [User.FullName], will be referred to as the “User.”

1. Owner owns all proprietary rights in and to the copyrightable and/or copyrighted works described in this Agreement.  The copyrighted works will collectively be referred to as “Work,” and consist of:

  • [Bulleted list of works by name, medium, and, in the case of books or music albums, size. If the description is too long to include here, provide it in Exhibit A, below.]

2. Owner owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.

3. Owner desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.

The parties agree to abide by the terms as follows:

I. GRANT OF LICENSE. Owner owns Property To Be Licensed (“Property”). In accordance with this Agreement, Owner grants User a non-exclusive license to Use or Sell Highlight The Terms That Apply the Property. Owner retains title and ownership of the Property. User will own all rights to materials, products or other works (the “Work”) created by User in connection with this license. 

II. SCOPE AND LIMITATIONS. This grant of license applies only to the following described geographical area(s): [Ohio, United States of America]

This grant of license also only applies to [time period], and Owner will always have the right to review any work done by the User, based on the Property. Owner may request such a review [at any time with no notice/at any time with one week’s notice/etc.].

III. RIGHTS AND OBLIGATIONS. User shall be the sole owner of the Work and all proprietary rights in and to the Work; however, such ownership shall not include ownership of the copyright in and to the Property or any other rights to the Property not specifically granted in this Agreement.   

1. MORAL RIGHTS. This Agreement affirms that Owner holds moral rights in the Property and as such, has the full right to seek action to protect their reputation and good name if the Property is defamed or altered without their permission.

Owner can claim moral rights infringement and seek a remedy if:

2. [Bulleted list of circumstances deemed to be a moral rights infringement. For instance, an animal rights activist making art about animal rights may claim moral rights infringement and seek action if User showcases the work in a hunting club.]

Remedies and legal actions Owner can seek include:

3. [Bulleted list remedies and causes of actions, such as monetary awards, delivery up (demanding User to hand over infringing material), and injunctions (court orders to prohibit certain actions).]

‌IV. PAYMENT. User agrees to pay Owner a royalty which shall be calculated as follows:

The royalty will be paid by [Date Royalty Paid]. If payment is not made on time, Owner reserves the right to [description of what will be done if the payment is not made on time, such as charging an extra fee].

V. MODIFICATIONS. Unless the prior written approval of the Owner is obtained, User may not modify or change the Property in any manner. Licensee shall not use Licensed property for any purpose that is unlawful or prohibited by these Terms of the Agreement.

VI. DEFAULTS ON AGREEMENT. If User fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Owner shall have the option to cancel this Agreement by providing [number] days written notice to User. Users shall have the option of taking corrective action to cure the default to prevent the termination of this Agreement if said corrective action is enacted prior to the end of the time period stated in the previous sentence. There must be no other defaults during such time period or Owner will have the option to cancel this Agreement, despite previous corrective action.

VII. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Property by the other party or by any third party, and the User accepts the product “AS IS.” In no event will the Owner be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Property.

VIII. TRANSFER OF RIGHTS. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

IX. INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity will survive the termination of this Agreement.

X. AMENDMENT. This Agreement may be modified or amended, only if the amendment is made in writing and is signed by both parties.

XI. TERMINATION. This Agreement may be terminated by either party by providing [number] days written notice to the other party. This Agreement shall terminate automatically on Termination Date.

  1. Upon termination or expiration of this Agreement, Licensee User shall cease reproducing, advertising, marketing and distributing the Work as soon as is commercially feasible. Licensee shall have the right to fill existing orders and to sell off existing copies of the Work then in stock. Owner will have the right to verify the existence and validity of the existing orders and existing copies of the Work then in stock upon reasonable notice to Licensee.
  2. Termination or expiration of this Agreement shall not extinguish any of Licensee’s or Copyright Owner’s obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.

XII. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XIII. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

XIV. ARBITRATION. All disputes under this Agreement that cannot be resolved by the Parties will be submitted to arbitration following the rules and regulations of the American Arbitration Association. Either Owner or User may start arbitration after providing [number] days written notice to the other party and all arbitration costs will be equally divided between Owner and User. Any and all awards rendered by the arbitrator will be final and binding on the parties and may be enforced by a court of law in the relevant jurisdiction.

The following signatures make this Agreement effective as of the date first written above.

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName][Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName][Client.LastName]

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