Copyright Assignment Agreement

# Copyright Assignment Agreement This **Copyright Assignment Agreement** (this "Agreement"), effective as of the date of last signature (the "Effective Date"), is entered into by and between: **Assignor:** ___________, ___________ ___________ ("Assignor"); and **Assignee:** ___________, ___________ ___________ ("Assignee"). Each is a "Party"; together they are the "Parties." ## Recitals WHEREAS, Assignor is the sole and exclusive owner of the copyright and all related rights in and to the Works (as defined below); WHEREAS, Assignee desires to acquire, and Assignor desires to transfer and assign to Assignee, all right, title, and interest in and to the Works, including all copyright and related rights therein, on the terms set forth herein; NOW, THEREFORE, in consideration of the Assignment Price and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows. ## 1. Definitions 1.1 **"Works"** means the original works of authorship described in **Exhibit A**, including all drafts, preparatory materials, source files, design files, audiovisual elements, documentation, and any other materials created or accumulated in the course of developing those works. 1.2 **"Copyright Rights"** means all copyright and related rights in and to the Works throughout the world, whether now known or hereafter recognized, including the exclusive rights under 17 U.S.C. § 106 (and equivalent rights in all other jurisdictions) to: (a) reproduce the Works; (b) prepare derivative works based upon the Works; (c) distribute copies of the Works; (d) perform the Works publicly; (e) display the Works publicly; (f) transmit or broadcast the Works by any means or medium now known or later developed; and (g) authorize others to do any of the foregoing. 1.3 **"Moral Rights"** means any and all rights of integrity, disclosure, paternity, withdrawal, and any other rights of a personal nature recognized in any jurisdiction with respect to the Works, to the extent not waivable or transferable under applicable law. 1.4 **"Assignment Price"** means ___________, which the Parties agree constitutes full and adequate consideration for the assignment of all Copyright Rights. ## 2. Assignment 2.1 **Grant of Assignment.** Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, absolutely and for the full term of copyright (and all renewals, reversions, and extensions thereof) throughout the universe, all of Assignor's right, title, and interest in and to the Copyright Rights in the Works, free and clear of any encumbrances, licenses (except as disclosed in Exhibit B), liens, or claims by third parties. 2.2 **Included Rights.** The assignment in Section 2.1 includes, without limitation: (a) the right to register copyright in the Works in any jurisdiction; (b) all accrued and future causes of action for infringement of the Copyright Rights; (c) the right to collect all damages, royalties, fees, and other amounts due or to become due with respect to the Copyright Rights; and (d) all goodwill associated with the Works and the Copyright Rights. 2.3 **Moral Rights Waiver.** To the maximum extent permitted by applicable law, Assignor hereby irrevocably waives and agrees not to assert any Moral Rights in or relating to the Works, for the benefit of Assignee and its successors, assigns, and licensees. Where waiver of Moral Rights is not permitted by law, Assignor agrees not to exercise any such rights in any manner that would adversely affect Assignee's full enjoyment of the Works. 2.4 **No Reserved Rights.** Except as expressly set forth in Exhibit B (if any), Assignor does not retain any license, right, title, or interest in or to the Works or the Copyright Rights after the Effective Date. ## 3. Consideration