INTRODUCTION
Copyrights are legal safeguards that protect the exclusive rights to creative works. When you want to allow the other party to use your copyright work such as in books, article, song there is a need to sign copyright licensing agreement. A copyright license agreement grants the license of use or distribute or to reprint the copyrighted work of the original owner to the other person or company. Therefore, in exchange for monetary compensation, the owner of the original owner of work may grant a licence and transfer certain rights to the licensor, subject to certain conditions and preventing the licensee from being sued by the licensor for infringement or unauthorised use.[1]
WHAT IS THE NEED OF COPYRIGHT LICENSE AGREEMENT?
The copyright license agreement helps the original creator to generate income from his original work by granting certain rights of his work to the other party. In this way the creator can also gain popularity out of his work as well. As per law i.e under section 18(1) of the Copyright Act of 1987 any prospective owner of future work may assign his or her original work to other person under the virtue of copyright. Because it is time consuming for a creator to complete all of the formalities individually, they can use for this purpose “copyright societies.” Section 33 of the Copyright Act of 1957 mentions Copyright Societies. The Copyright Society can issue a licence for any copyrighted work, and the fees collected by them can be distributed among the authors after deducting their own share. The central government has the authority to revoke the Copyright Society’s registration.
TYPES OF COPYRIGHT LICENSES
There are mainly two types of copyright licenses
- Exclusive License
- Non-exclusive License
EXCLUSIVE LICENSE
This license grants the licensee the sole right to utilize the copyrighted work and it can prevent anyone else, including the owner of such copyright, from commercially exploiting the copyrighted work. When the licensee gets the authority to use such copyrighted work, he is bound to certain royalty in terms of compensation to the original owner of such work. Exclusive licences can be granted either for a certain limited time or for an indefinite period of time. The licensee is allowed to use such work until the time period of such copyright expires.[2] In simple words, An exclusive licence allows the licensee to use the intellectual property in question only once. Unless specific carve-outs are included in the agreement, no other entity, including the licensor, is allowed to use the intellectual property covered by the licence.[3]
NON EXCLUSIVE LICENSE
Non-exclusive licences give the licensee rights to the intellectual property, but they also give the licensor rights to exploit it, which includes allowing to share the original work with other companies and people at the same time. This license is more advantageous and lucrative for a long run to the licensor. The time period for which such license can be granted can either for a set period of time or indefinite period, A clause for renovation of such license can also be mentioned.
ESSENTIALS OF CREATING A COPYRIGHT LICENSE AGREEMENT
TITLE
This clause covers the name of the agreement that is being formed.
DEFINITION:
This clause generally defines the complicated or common general terms that are used in the agreement.
GRANT OF LICENSE
This is a crucial clause as it clarifies the scope of such agreement. The nature of the agreement and the licence granted to the licensee make up the grant of licence. A well-written agreement clarifies the agreement’s extensibility and prevents further licencing of work. Certain restrictions or terms and conditions can be imposed to prevent the licencing of work across multiple platforms, as well as a geographical limit within which the licence is deemed to be valid.
CONSIDERATION
The licensee is required to pay the licensor a certain amount of money which can be based on various factors such as a lump sum on a full amount a flat fee, a percentage of sales or profits earned, or a combination of the two. It is also necessary to specify the time frame within which such payment must be initiated. This cause specifies the amount which has to be payed by the licensor due to the copyrighted work which he is taking,
RIGHTS AND OBLIGATIONS
Under this clause, the licensee’s ownership rights in promotional activities are protected, and any rights not granted to the licensee can be reserved. These are the general rights and obligations that are mutually decided by the parties and agrees not to share any confidential information being discussed with regards to such agreement.
MODIFICATIONS
This clause determines the scope of modifications and alterations to the original work that may happen in the future.
INDEMNIFICATION
The “Indemnifier” promises to protect another party, the “Indemnity Holder,” from any loss, damage, or other legal consequences resulting from the Indemnifier’s or any third party’s or event’s act or omission. As a result, it protects the licensor from any and all damages and expenses incurred as a result of the licensee’s use of the musical work. The indemnity can be for any losses, claims, damages, awards, penalties, or injuries suffered by a third party as a result of any alleged breach of such indemnifying party’s representations and warranties, including the reasonable attorney’s fees.
TERMINATION
The start and end dates of the agreement are specified in the termination clause. It also specifies the condition of renovation that is whether the agreement can be renewed and, if so, for how long.
DISPUTE RESOLUTION
It is one of the most important clause, This clause covers the referral of any dispute arising out of or relating to this agreement to a court in accordance with applicable law, including applicable national and international Acts and regulations. In the case of arbitration, the dispute mechanism mode must include details such as the location, method, and other pertinent information.
MISCELLANEOUS
Several other clauses such as Defaults On Agreement, Warranties, Transfer Of Rights, Entire Agreement, Amendment, Severability, Confidentiality, Section Headings, Waiver of contractual rights, Applicable laws can also be added to make it a well drafted agreement for both the parties. It is important to note that the agreement must be concluded with the sign of the parties forming such agreement.
CONCLUSION
Copyright license agreement is beneficial to protect the original work of the creator and it’s an opportunity for the creator to gain popularity and get remunerated out of the work. It is essential to keep in mind the above mentioned clauses to make it a well drafted agreement. The general interest of the parties must also be kept in mind while drafted this kind of agreement.
[1]Copyright License Agreement: What You Need to Know, IRONCLAD, https://ironcladapp.com/journal/contracts/copyright-license-agreement/.
[2]Copyright license agreement drafting services, SINGHWAL TECHNO LEGAL EXPERTS , https://www.singhwal.com/copyright-license-agreement-drafting-service-india/#:~:text=Copyright%20Assignment%20Agreements%20are%20special,per%20agreed%20medium%20and%20upon.
[3]Justin R. Muehlmeyer, Exclusive or non-exclusive? understanding the Best license for your Business, PEACOCK LAW https://peacocklaw.com/understanding-the-best-license-for-your-business/.
YLCC would like to thank Anam Khan for her valuable contribution in this article.
