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OverviewDos and Don’ts ChecklistCopyright License Agreement (Written Work) InstructionsSample Copyright License Agreement (Written Work)

1COPYRIGHT LICENSE AGREEMENT (WRITTEN WORK)

1. Overview

An organization’s ability to buy and sell property is essential to its long-term lie and vitality. Althoughit does not take up physical space, an excess o intellectual property can burden a company, directinglimited unds towards maintaining registrations, deending against third-party claims, or creating andmarketing nal products. Licensing intellectual property can have an immediate positive eect on acompany’s nances, generating revenue and decreasing costs. A company looking to obtain a license inproperty (including written materials) must be sure that the licensor does, in act, have title to the desireditems. A properly-drated copyright license agreement can help in both circumstances.A non-exclusive copyright license agreement allows the licensee to use (but not own) the owner’screative works. Licensing can help a company obtain rights needed to sell or manuacture its ownproducts eectively and easily, while lending the licensee an established name and reputation. Themarketing eorts made by the licensee will in turn benet the licensor’s works and reputation.Use the enclosed document to license a copyrighted written work or use by another party. You canprovide detailed inormation about how the material will be used and the extent o its incorporation intoa publication or other work. The copyright holder will know that its rights are protected, and the licenseewill be well on its way to getting rights to material needed to complete its work.

2. Dos & Don’ts Checklist

A copyright is a orm o protection provided by ederal law to creators o “original works oauthorship.” This includes literary, dramatic, musical, and artistic works, both published andunpublished. The author o a copyrighted work can prevent others rom copying, perorming, orusing the work without its consent. Because o this, any third party intending to reprint a portion othe copyrighted work must irst obtain the permission o the Licensor. Failure to do so could resultin a lawsuit and substantial ines.Note that in copyright law, an exclusive license essentially works as a transer o ownership rights.The exclusive licensee has the right to use the copyright, assign it to a third party, or sue a thirdparty or inringement. A non-exclusive licensee also has the right to use the copyright, but neithero the other two rights.Not every use o another person’s copyrighted material will be considered a copyright violation.There is a concept in American copyright law called “air use,” which allows third parties to usecopyrighted works without permission i that use is or purposes o criticism, comment, newsreporting, teaching, scholarship, or research. There are other actors involved in assessing whetherunauthorized use is air use (including the purpose o the use, the nature o the copyrighted work,the amount used, and the eect o the use on the market or value o the copyrighted work), andit’s not always an easy or clear determination. The best practice is to obtain permission rom acopyright holder in every context, rather than risk the damages and costs that could result rom alawsuit.

2COPYRIGHT LICENSE AGREEMENT (WRITTEN WORK)

Another type o material that does not require permission to republish is work existing in the publicdomain. A work in the public domain is not simply a work that is publicly available; it is a work that iseither not currently or never was protected by copyright. Public domain works generally all into oneo the ollowing categories:General inormation (e.g., acts or numbers)Materials created by the U.S. governmentItems that had copyrights that expired because o time or because the holder didn’t renewthe copyrightMaterials created beore 1989 that lacked proper copyright noticesDetermining who holds the copyright in a given work can be complicated, but there are certainbasic steps that can help in most situations. I you are using material initially published in a book,the copyright holder may be listed on the page ater the title page. I you are using material initiallypublished in a journal or periodical, contact the publisher o the work (which usually owns thecopyright in all o that work’s contents). Inormation on the publisher o a journal or periodical canusually be ound in the masthead. I you cannot ind inormation on the copyright holder o thematerial you wish to reprint, contact the U.S. Copyright Oice or review the archives available on itswebsite (www.copyright.gov).A copyright license is typically accomplished through a contract, like the written agreementorm that ollows. Although not technically required, licenses can also be recorded with the U.S.Copyright Oice (USCO) to provide notice o the document’s existence. The advantage o thisrecording is that it provides a public record o the license and may establish priority rights i thereis a dispute about whether or not a transer is valid. No special orms are needed or recordation,although the USCO does encourage registrants to use a “Document Cover Sheet” to acilitate suchrecordings. I you decide to ile a Document Cover Sheet, provide at least two (2) copies o thisorm with the license itsel. There will be a ee or this recording (currently $95 or each title).A copyright license does not have to be orever and does not need to be a complete or exclusivelicense. You can grant a transer or a speciic period o time, in a speciic area, or or a speciicmedium (e.g., allow online use but not ilm use).Both parties should review the completed agreement careully to ensure that

all relevant dealpoints

have been included. It is better to be over-inclusive than under-inclusive. Do not assumethat certain expectations or terms are agreed to i they are not stated expressly in the document.Sign at least two copies o the agreement, one or you and one or the other party.It’s a good idea to have the agreement notarized or witnessed. This will limit later challenges to thevalidity o a party’s signature.I your agreement is complicated, or i you don’t understand its uses or requirements, do not usethe enclosed orm. Contact an attorney to help you drat a document that will meet your speciicneeds.