COPYRIGHT ASSIGNMENT AGREEMENT
This Copyright Assignment Agreement (the "Agreement") is made on ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS the Assignor owns all rights, titles, and interests in and to the said, Copyrighted Work.
WHEREAS the Assignor is willing to assign said Copyrighted Work to Assignee and the Assignor has the full right, absolute power, and lawful Authority to sell, assign, and convey the same in the manner herein set forth.
WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Copyrighted Work by the terms of this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other Agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
1.1. "Agreement" means this Copyright Assignment Agreement.
1.2. "Agreement Date" means the date marked at the beginning of this document (________).
1.3. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of the legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing Agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or Agreements with any governmental or regulatory Authority.
1.4. "Assignment" means an Assignment in writing by the act of the parties concerned.
1.5. "Governmental Authority" means any government Authority, statutory Authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
1.6. "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
1.7. "Copyrighted Work" means Copyrighted Work as prescribed under this Agreement.
2. INTERPRETATION
2.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
2.2. Unless the context otherwise requires, in this Agreement:
2.2.1. words using the singular or plural number also include the plural or singular number, respectively;
2.2.2. words denoting any gender shall include all genders;
2.2.3. words "written" and "in writing" include any means of visible reproduction;
2.2.4. the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
2.2.5. the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
2.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or Authority; and
2.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given under or in accordance with its terms.
3. ASSIGNMENT OF COPYRIGHT
Creator of Copyrighted Work: ________
Creator address:
________
Creator nationality: ________
Publication status: Published
First publication country: ________
First publication year: ________
First published by: ________
Registration Number: ________.
Registration Date: ________.
Class registered: Literary Works
Language of Copyrighted Work: ________
Description of Copyrighted Work:
________ ("Copyrighted Work")
A detailed description of the Copyrighted Work will be attached along with this Agreement as Annexure-A
4. ADDITIONAL DETAILS
4.1. A copy of the Copyrighted Work registration certificate will be attached along with this Agreement as Annexure-B.
4.2. The Copyrighted Work will be assigned to the Assignee upon execution of this Agreement.
4.3. The Assignment is exclusive to the Assignee. The Assignor irrevocably assigns grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Copyrighted Work, including the rights granted under any applicable laws, Copyrighted Work registrations and applications that may exist covering the Copyrighted Work, rights to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Copyrighted Work.
4.4. The Copyrighted Work is assigned including the goodwill of the business symbolized by the use of the Copyrighted Work of the Assignor.
4.5. All the rights vested in Copyrighted Work with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Copyrighted Work are completely transferred to Assignee with no reservation.
4.6. The Copyrighted Work is to be held and enjoyed by the Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this Assignment had not been made.
4.7. The Assignor acknowledges and agrees that the Assignee may, in their sole discretion, make reasonable edits, modifications or adaptations to the literary work for the purposes of publication, distribution, or commercialization, provided that such edits or modifications do not materially alter the original intent or essence of the Copyrighted Work.
4.8. The Assignee shall make reasonable efforts to ensure that the authorship and attribution of the literary work are properly recognized and attributed to the Assignor in all authorized copies, publications, or derivative works. The Assignor hereby grants the Assignee the right to use their name, pseudonym, or other chosen attribution in connection with the Copyrighted Work.
4.9. In the event that the Assignee fails to exploit the assigned rights in the Copyrighted Work within the following period: ________, the Assignor shall have the right to terminate this Agreement and the Copyrighted Work shall revert to the Assignor. Any royalties or payments due to the Assignee shall be accounted for up until the effective date of termination.
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4.11. The Copyrighted Work has been previously licensed by the Assignor with the following details:
________
4.12. The Copyrighted Work has been previously assigned by the Assignor with the following details:
________
5. PERIOD OF ASSIGNMENT
5.1. The rights granted under this Agreement shall be for a fixed term. The term shall commence on the Effective Date and shall continue for the following period: ________.
5.2. Upon the expiration of the fixed term, the Agreement shall automatically terminate, unless otherwise agreed upon in writing by both Parties.
6. RIGHTS GRANTED
6.1. The Assignor hereby grants the Assignee the following rights through this Agreement:
6.1.1. The right to make copies or duplicates of the Copyrighted Work in any format or medium, whether physical or digital, in whole or in part.
6.1.2. The right to distribute, sell, rent, lease, or otherwise make the Copyrighted Work available to the public, whether through physical copies, digital downloads, online streaming, or any other means of distribution.
6.1.3. The right to publicly perform, display, exhibit, or present the Copyrighted Work, whether in live performance, broadcasts, public showings, or any other form of public presentation.
6.1.4. The right to create derivative Copyrighted Works based on the Copyrighted Work, including translations, adaptations, modifications, complications, or any other form of alteration or transformation.
6.1.5. The Assignee shall have the sole and exclusive Authority to exercise these rights during the term of this Agreement, and the Assignor shall not grant similar rights to any other party during the exclusivity period without the prior written consent of the Assignee.
7. CONSIDERATION
7.1. The Assignee shall pay to the Assignor a one-time flat payment of Rs ________(________) as consideration for the Assignment of the Copyrighted Work.
7.2. The payment shall be made using Internet Banking (NEFT/RTGS/IMPS). The bank details are as follows:
________
7.3. The one-time flat payment should be paid upfront at the time of entering into this Agreement.
7.4. Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to a penalty of ________% per annum from the unpaid sum.
7.5. Payment of such interest by the Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.
7.6. The cost of the stamp and other related costs in relation to the execution of this Agreement will be borne equally by the Assignor and the Assignee.
8. GOODS AND SERVICES TAX
8.1. Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.
8.2. The Assignee must pay the GST Amount to the Assignor at the same time as making the payment.
8.3. Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.
9. ASSIGNOR WARRANTIES
9.1. The Assignor hereby provides the following warranties ("Assignor Warranties"):
9.1.1. That the Assignor has the full legal authority and capacity to enter into this Agreement.
9.1.2. That the Assignor owns or controls the Copyrighted Work which the Assignor is issuing under this Agreement.
9.1.3. That the Assignor has the full legal Authority to provide the Copyrighted Work to the Assignee.
9.1.4. That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.
9.1.5. The Assignor represents and warrants that the Copyrighted Work is an original creation and is not a reproduction, adaptation, or derivative of Copyrighted Work of any existing copyrighted material without appropriate authorization. The Assignor further represents and warrants that the Copyrighted Work does not contain any defamatory, unlawful, or infringing content.
9.1.6. The Assignor further represents and warrants that they have not granted any licenses or Assignments to third parties that would conflict with the rights being assigned to the Assignee under this Agreement.
9.1.7. In the event that there are any existing licensees or assignees, and if it is necessary under the relevant laws or contractual obligations, the Assignor shall duly notify all existing licensees and assignees regarding the present Agreement.
9.1.8. The Assignor represents and warrants that all information provided to the Assignee regarding the Copyrighted Work, including its creation, authorship, publication, and any associated registration or records, is accurate and complete to the best of their knowledge. The Assignor agrees to promptly notify the Assignee in writing of any changes or updates to such information.
9.1.9. The Assignor agrees to completely cease the use of Copyrighted Work or any confusingly similar Copyrighted Work and agrees not to challenge the Assignee's right to Copyrighted Work.
9.1.10. That the Assignor from the date of Assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Copyrighted Work.
9.1.11. That this Agreement and Copyrighted Work is not in violation of any Agreements or infringe the intellectual property rights of any third party.
9.1.12. There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Copyrighted Work.
9.1.13. In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:
________
10. ASSIGNEE WARRANTIES
10.1. The Assignee hereby provides the following warranties ("Assignee Warranties"):
10.1.1. That the Assignee has full legal authority and capacity to enter into and fully perform this Agreement with Assignor.
10.1.2. The Assignee will comply with all applicable laws, regulations, and industry standards in the exercise of the rights assigned to them under this Agreement.
10.1.3. The Assignee will take reasonable measures to protect and enforce the assigned right, including defending against any infringement or unauthorized use of the Copyrighted Work.
10.1.4. That the Assignee will only use the Copyrighted Work in accordance with the terms of this Agreement.
11. INDEMNIFICATION
11.1. Each Party (referred to as the "Indemnifying Party") shall indemnify and agrees to defend and to keep the other Party (referred to as the "Indemnified Party") indemnified and harmless from and against all losses incurred/suffered by the Indemnified Party, arising from, or incurred in connection with or relating to, any third-party claims with respect to the following:
11.1.1. any breach of confidentiality provisions;
11.1.2. injuries, including bodily injury, death, or damage to property (including theft) occasioned by, or alleged to have been occasioned by the acts or commissions of the Indemnifying Party or any of its employees or representatives, whether negligent, willful or otherwise;
11.1.3. Indemnifying Party's failure to comply with any applicable law resulting in losses to the Indemnified Party;
11.1.4. any act of commission or omission including fraud, willful default, or gross negligence by or on the part of an Indemnifying Party or any of its employees or representatives, comprising without limitation any fines and penalties imposed by any Governmental Authority.
11.1.5. The indemnification rights of the Indemnified Party under this Agreement are independent of and in addition to, such rights and remedies as the Indemnified Party may have at law or in equity or otherwise, including the right to seek specific performance, recession, other injective relief, none which rights or remedies shall be affected or diminished thereby.
11.1.6. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or action for which indemnification is sought under this Agreement, provided that any failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent it can demonstrate actual prejudice resulting from such failure.
11.1.7. The Indemnifying Party shall have the right to control the defense and settlement of any claim or action covered by this indemnification provision, provided that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement that imposes any liability or obligation on the Indemnified Party or requires the Indemnified Party to take or refrain from taking any action.
11.1.8. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in the defense of any claim or action covered by this Indemnification provision, including the provision of information, access to relevant documents, and participation in legal proceedings, at the Indemnifying Party's expense.
11.1.9. The provisions of this clause shall survive the termination and/or expiry of this Agreement.
12. CONFIDENTIAL INFORMATION
12.1. The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.
12.2. Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
12.3. Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided a reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
12.4. The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
12.5. These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of: ________.
13. FORCE MAJEURE
13.1. "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
13.1.1. act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
13.1.2. war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
13.1.3. rebellion, revolution, insurrection or military power, civil war;
13.1.4. riot, commotions, strikes;
13.1.5. act or threats of terrorism, and pandemic.
13.2. The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
13.3. Upon the occurrence of a Force Majeure Event, the non-performing Party/affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.
13.4. The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
14. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
15. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
16. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
17. 85885825
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18. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
19. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
20. DISPUTES
20.1. Both the Parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint a single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands. The language of the arbitration shall be: ________.
20.2. The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
21. LEGAL FEES AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
22. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
23. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
24. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement and understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________
FOR ASSIGNOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR ASSIGNEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Notary Public
Address:
SCHEDULE-A
(Details of Copyrighted Work)
SCHEDULE - B
(A copy of the Copyrighted Work registration certificate)
COPYRIGHT ASSIGNMENT AGREEMENT
This Copyright Assignment Agreement (the "Agreement") is made on ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS the Assignor owns all rights, titles, and interests in and to the said, Copyrighted Work.
WHEREAS the Assignor is willing to assign said Copyrighted Work to Assignee and the Assignor has the full right, absolute power, and lawful Authority to sell, assign, and convey the same in the manner herein set forth.
WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Copyrighted Work by the terms of this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other Agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
1.1. "Agreement" means this Copyright Assignment Agreement.
1.2. "Agreement Date" means the date marked at the beginning of this document (________).
1.3. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of the legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing Agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or Agreements with any governmental or regulatory Authority.
1.4. "Assignment" means an Assignment in writing by the act of the parties concerned.
1.5. "Governmental Authority" means any government Authority, statutory Authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
1.6. "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
1.7. "Copyrighted Work" means Copyrighted Work as prescribed under this Agreement.
2. INTERPRETATION
2.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
2.2. Unless the context otherwise requires, in this Agreement:
2.2.1. words using the singular or plural number also include the plural or singular number, respectively;
2.2.2. words denoting any gender shall include all genders;
2.2.3. words "written" and "in writing" include any means of visible reproduction;
2.2.4. the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
2.2.5. the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
2.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or Authority; and
2.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given under or in accordance with its terms.
3. ASSIGNMENT OF COPYRIGHT
Creator of Copyrighted Work: ________
Creator address:
________
Creator nationality: ________
Publication status: Published
First publication country: ________
First publication year: ________
First published by: ________
Registration Number: ________.
Registration Date: ________.
Class registered: Literary Works
Language of Copyrighted Work: ________
Description of Copyrighted Work:
________ ("Copyrighted Work")
A detailed description of the Copyrighted Work will be attached along with this Agreement as Annexure-A
4. ADDITIONAL DETAILS
4.1. A copy of the Copyrighted Work registration certificate will be attached along with this Agreement as Annexure-B.
4.2. The Copyrighted Work will be assigned to the Assignee upon execution of this Agreement.
4.3. The Assignment is exclusive to the Assignee. The Assignor irrevocably assigns grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Copyrighted Work, including the rights granted under any applicable laws, Copyrighted Work registrations and applications that may exist covering the Copyrighted Work, rights to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Copyrighted Work.
4.4. The Copyrighted Work is assigned including the goodwill of the business symbolized by the use of the Copyrighted Work of the Assignor.
4.5. All the rights vested in Copyrighted Work with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Copyrighted Work are completely transferred to Assignee with no reservation.
4.6. The Copyrighted Work is to be held and enjoyed by the Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this Assignment had not been made.
4.7. The Assignor acknowledges and agrees that the Assignee may, in their sole discretion, make reasonable edits, modifications or adaptations to the literary work for the purposes of publication, distribution, or commercialization, provided that such edits or modifications do not materially alter the original intent or essence of the Copyrighted Work.
4.8. The Assignee shall make reasonable efforts to ensure that the authorship and attribution of the literary work are properly recognized and attributed to the Assignor in all authorized copies, publications, or derivative works. The Assignor hereby grants the Assignee the right to use their name, pseudonym, or other chosen attribution in connection with the Copyrighted Work.
4.9. In the event that the Assignee fails to exploit the assigned rights in the Copyrighted Work within the following period: ________, the Assignor shall have the right to terminate this Agreement and the Copyrighted Work shall revert to the Assignor. Any royalties or payments due to the Assignee shall be accounted for up until the effective date of termination.
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4.11. The Copyrighted Work has been previously licensed by the Assignor with the following details:
________
4.12. The Copyrighted Work has been previously assigned by the Assignor with the following details:
________
5. PERIOD OF ASSIGNMENT
5.1. The rights granted under this Agreement shall be for a fixed term. The term shall commence on the Effective Date and shall continue for the following period: ________.
5.2. Upon the expiration of the fixed term, the Agreement shall automatically terminate, unless otherwise agreed upon in writing by both Parties.
6. RIGHTS GRANTED
6.1. The Assignor hereby grants the Assignee the following rights through this Agreement:
6.1.1. The right to make copies or duplicates of the Copyrighted Work in any format or medium, whether physical or digital, in whole or in part.
6.1.2. The right to distribute, sell, rent, lease, or otherwise make the Copyrighted Work available to the public, whether through physical copies, digital downloads, online streaming, or any other means of distribution.
6.1.3. The right to publicly perform, display, exhibit, or present the Copyrighted Work, whether in live performance, broadcasts, public showings, or any other form of public presentation.
6.1.4. The right to create derivative Copyrighted Works based on the Copyrighted Work, including translations, adaptations, modifications, complications, or any other form of alteration or transformation.
6.1.5. The Assignee shall have the sole and exclusive Authority to exercise these rights during the term of this Agreement, and the Assignor shall not grant similar rights to any other party during the exclusivity period without the prior written consent of the Assignee.
7. CONSIDERATION
7.1. The Assignee shall pay to the Assignor a one-time flat payment of Rs ________(________) as consideration for the Assignment of the Copyrighted Work.
7.2. The payment shall be made using Internet Banking (NEFT/RTGS/IMPS). The bank details are as follows:
________
7.3. The one-time flat payment should be paid upfront at the time of entering into this Agreement.
7.4. Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to a penalty of ________% per annum from the unpaid sum.
7.5. Payment of such interest by the Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.
7.6. The cost of the stamp and other related costs in relation to the execution of this Agreement will be borne equally by the Assignor and the Assignee.
8. GOODS AND SERVICES TAX
8.1. Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.
8.2. The Assignee must pay the GST Amount to the Assignor at the same time as making the payment.
8.3. Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.
9. ASSIGNOR WARRANTIES
9.1. The Assignor hereby provides the following warranties ("Assignor Warranties"):
9.1.1. That the Assignor has the full legal authority and capacity to enter into this Agreement.
9.1.2. That the Assignor owns or controls the Copyrighted Work which the Assignor is issuing under this Agreement.
9.1.3. That the Assignor has the full legal Authority to provide the Copyrighted Work to the Assignee.
9.1.4. That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.
9.1.5. The Assignor represents and warrants that the Copyrighted Work is an original creation and is not a reproduction, adaptation, or derivative of Copyrighted Work of any existing copyrighted material without appropriate authorization. The Assignor further represents and warrants that the Copyrighted Work does not contain any defamatory, unlawful, or infringing content.
9.1.6. The Assignor further represents and warrants that they have not granted any licenses or Assignments to third parties that would conflict with the rights being assigned to the Assignee under this Agreement.
9.1.7. In the event that there are any existing licensees or assignees, and if it is necessary under the relevant laws or contractual obligations, the Assignor shall duly notify all existing licensees and assignees regarding the present Agreement.
9.1.8. The Assignor represents and warrants that all information provided to the Assignee regarding the Copyrighted Work, including its creation, authorship, publication, and any associated registration or records, is accurate and complete to the best of their knowledge. The Assignor agrees to promptly notify the Assignee in writing of any changes or updates to such information.
9.1.9. The Assignor agrees to completely cease the use of Copyrighted Work or any confusingly similar Copyrighted Work and agrees not to challenge the Assignee's right to Copyrighted Work.
9.1.10. That the Assignor from the date of Assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Copyrighted Work.
9.1.11. That this Agreement and Copyrighted Work is not in violation of any Agreements or infringe the intellectual property rights of any third party.
9.1.12. There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Copyrighted Work.
9.1.13. In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:
________
10. ASSIGNEE WARRANTIES
10.1. The Assignee hereby provides the following warranties ("Assignee Warranties"):
10.1.1. That the Assignee has full legal authority and capacity to enter into and fully perform this Agreement with Assignor.
10.1.2. The Assignee will comply with all applicable laws, regulations, and industry standards in the exercise of the rights assigned to them under this Agreement.
10.1.3. The Assignee will take reasonable measures to protect and enforce the assigned right, including defending against any infringement or unauthorized use of the Copyrighted Work.
10.1.4. That the Assignee will only use the Copyrighted Work in accordance with the terms of this Agreement.
11. INDEMNIFICATION
11.1. Each Party (referred to as the "Indemnifying Party") shall indemnify and agrees to defend and to keep the other Party (referred to as the "Indemnified Party") indemnified and harmless from and against all losses incurred/suffered by the Indemnified Party, arising from, or incurred in connection with or relating to, any third-party claims with respect to the following:
11.1.1. any breach of confidentiality provisions;
11.1.2. injuries, including bodily injury, death, or damage to property (including theft) occasioned by, or alleged to have been occasioned by the acts or commissions of the Indemnifying Party or any of its employees or representatives, whether negligent, willful or otherwise;
11.1.3. Indemnifying Party's failure to comply with any applicable law resulting in losses to the Indemnified Party;
11.1.4. any act of commission or omission including fraud, willful default, or gross negligence by or on the part of an Indemnifying Party or any of its employees or representatives, comprising without limitation any fines and penalties imposed by any Governmental Authority.
11.1.5. The indemnification rights of the Indemnified Party under this Agreement are independent of and in addition to, such rights and remedies as the Indemnified Party may have at law or in equity or otherwise, including the right to seek specific performance, recession, other injective relief, none which rights or remedies shall be affected or diminished thereby.
11.1.6. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or action for which indemnification is sought under this Agreement, provided that any failure to give such notice shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent it can demonstrate actual prejudice resulting from such failure.
11.1.7. The Indemnifying Party shall have the right to control the defense and settlement of any claim or action covered by this indemnification provision, provided that the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement that imposes any liability or obligation on the Indemnified Party or requires the Indemnified Party to take or refrain from taking any action.
11.1.8. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in the defense of any claim or action covered by this Indemnification provision, including the provision of information, access to relevant documents, and participation in legal proceedings, at the Indemnifying Party's expense.
11.1.9. The provisions of this clause shall survive the termination and/or expiry of this Agreement.
12. CONFIDENTIAL INFORMATION
12.1. The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.
12.2. Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
12.3. Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided a reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
12.4. The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
12.5. These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of: ________.
13. FORCE MAJEURE
13.1. "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
13.1.1. act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
13.1.2. war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
13.1.3. rebellion, revolution, insurrection or military power, civil war;
13.1.4. riot, commotions, strikes;
13.1.5. act or threats of terrorism, and pandemic.
13.2. The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
13.3. Upon the occurrence of a Force Majeure Event, the non-performing Party/affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.
13.4. The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
14. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
15. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
16. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
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18. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
19. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
20. DISPUTES
20.1. Both the Parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The Parties shall mutually appoint a single Arbitrator. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands. The language of the arbitration shall be: ________.
20.2. The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
21. LEGAL FEES AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
22. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
23. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
24. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement and understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________
FOR ASSIGNOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR ASSIGNEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Notary Public
Address:
SCHEDULE-A
(Details of Copyrighted Work)
SCHEDULE - B
(A copy of the Copyrighted Work registration certificate)
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