Copyright Assignment Agreement Template for England and Wales

A copyright assignment permanently transfers ownership of the copyright to the assignee. A licence permits the licensee to use the copyright for defined purposes while the original owner retains ownership. An assignment is a one-time transfer of title; a licence is a permission that can be revoked, expire, or be limited by territory, medium, or duration.

The agreement must be in writing and signed by the assignor. It should identify the works assigned with sufficient clarity, confirm whether the assignment is of the full copyright or specified restricted acts, record the consideration paid, include a warranty of ownership by the assignor, provide for a moral rights waiver if needed, and specify governing law as England and Wales.

Yes. Section 91 of the CDPA 1988 expressly permits the assignment of future copyright (copyright that will arise in works not yet created). The agreement should describe the category of future works as precisely as possible. The assignment takes effect automatically when the work is created, vesting copyright in the assignee immediately without any further formality required.

The assignor should warrant that they are the sole owner of the copyright, that no licences or prior assignments have been granted, that the work does not infringe third-party rights, and that there are no outstanding claims. An indemnity from the assignor for losses arising from breach of these warranties protects the assignee against the cost of defending or settling infringement claims after completion.

Under English law, a legal assignment of copyright binds third parties who receive notice of it. Existing non-exclusive licences granted before the assignment are generally enforceable against the assignee, who takes the copyright subject to those licences. The agreement should confirm whether any licences have been granted and whether the assignee accepts them or whether they will be terminated.

Execution as a deed is not required by the CDPA 1988 for an assignment to be effective. However, executing as a deed removes any issue about consideration and extends the limitation period from six to twelve years under the Limitation Act 1980. Some parties prefer deed execution for high-value assignments to ensure maximum enforceability.

Consideration can be a lump sum, royalties on future exploitation, a combination of both, or a nominal sum where the assignment is between related parties. If royalties are included, the agreement should specify the rate, the basis of calculation, the frequency of accounting, and audit rights. Tax implications (income tax, VAT, corporation tax) should be reviewed, as copyright assignment payments are generally taxable income.

Software is a literary work protected under the CDPA 1988. The same formalities apply as for any copyright assignment. Additional considerations include the Software Directive (EU-derived law retained in UK law post-Brexit), which permits reverse engineering for interoperability regardless of any contractual restriction. The assignment should also address database rights if the software incorporates a database.