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Copyright Purchase Agreement
I need a Copyright Purchase Agreement for acquiring full rights to a software application from a Canadian tech startup, including source code and all associated intellectual property, with closing planned for March 2025 and payment in installments.
1. Parties: Identification of the seller (copyright owner) and purchaser, including full legal names and addresses
2. Background: Context of the agreement, description of the copyrighted work, and current ownership status
3. Definitions: Key terms used in the agreement, including 'Work', 'Intellectual Property Rights', 'Moral Rights', and other relevant definitions
4. Sale and Purchase: Core terms of the transfer, including explicit statement of the sale and purchase of the copyright
5. Purchase Price: The consideration for the purchase, payment terms, and any conditional payments or royalties
6. Transfer of Rights: Detailed description of the rights being transferred, including all economic rights under copyright
7. Moral Rights: Treatment of moral rights, including any waiver or reservation of moral rights as permitted under Canadian law
8. Seller's Warranties: Warranties regarding ownership, right to sell, non-infringement, and originality of the work
9. Closing: Conditions precedent, closing mechanics, and delivery of documentation
10. Representations: Additional representations regarding the work and any third-party rights
11. Further Assurances: Obligations to execute additional documents and provide assistance post-closing
12. General Provisions: Standard contractual provisions including governing law, notices, and interpretation
1. Revenue Sharing: Used when the seller retains rights to certain revenue streams or royalties
2. Third Party Rights: Required when the work incorporates or depends on third-party intellectual property
3. International Rights: Needed when the work has international copyright registrations or protection
4. Transition Services: Include when the seller needs to provide support or assistance post-transfer
5. Non-Competition: Used when restricting the seller's ability to create similar works
6. Tax Provisions: Detailed tax treatment where significant tax implications exist
7. Security Interest: Required when payment is deferred or conditional
8. Escrow Arrangements: Used when portion of payment is held in escrow
1. Schedule A - Description of Work: Detailed description of the copyrighted work including all components and versions
2. Schedule B - Registered Rights: List of all copyright registrations and applications
3. Schedule C - Prior Licenses: Details of any existing licenses or permissions that will survive the transfer
4. Schedule D - Excluded Rights: Any rights specifically excluded from the transfer
5. Schedule E - Third Party Rights: List of any third-party rights or permissions required for the work
6. Appendix 1 - Assignment Forms: Forms for registration of the transfer with the Copyright Office
7. Appendix 2 - Moral Rights Waiver: Formal waiver of moral rights where applicable
Authors
Applicable Law
Author
Business Day
Closing
Closing Date
Confidential Information
Copyright
Copyright Office
Derivative Works
Effective Date
Encumbrance
Execution Date
Governmental Authority
Intellectual Property Rights
License
Moral Rights
Parties
Purchase Price
Purchaser
Registration
Related Rights
Seller
Subsidiary Rights
Term
Territory
Third Party Rights
Transfer Documents
Work
Associated Works
Background IP
Commercial Exploitation
Consideration
Documentation
Economic Rights
Existing Licenses
Future Rights
Improvements
Moral Rights Waiver
Permitted Uses
Registration Certificates
Royalties
Transaction Documents
Usage Rights
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Transfer of Rights
Moral Rights
Warranties and Representations
Assignment
Closing Conditions
Further Assurances
Registration
Confidentiality
Non-Competition
Indemnification
Infringement Protection
Third Party Rights
Remedies
Force Majeure
Governing Law
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Survival
Waiver
Assignment and Transfer
Counterparts
Costs and Expenses
Tax Matters
Authorization
Intellectual Property Rights
Title and Risk
Compliance with Laws
Termination
Boilerplate
Media and Entertainment
Publishing
Software and Technology
Arts and Culture
Music Industry
Film and Television
Gaming
Advertising
Digital Content
Education and Training
Professional Services
Research and Development
Legal
Intellectual Property
Content Acquisition
Business Development
Creative Services
Rights Management
Corporate Development
Publishing
Licensing
Media Relations
Contract Administration
Intellectual Property Lawyer
Copyright Attorney
Legal Counsel
Content Acquisition Manager
Rights Management Director
Business Development Executive
Creative Director
Chief Legal Officer
Licensing Manager
Content Strategy Director
Literary Agent
Publishing Rights Manager
IP Portfolio Manager
Media Rights Executive
General Counsel
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