--- name: copyright-license-agreement-52acd42ba135 language: en description: Drafts a U.S. Copyright License Agreement for media content (film, music, photography, video, software, artwork). Structures reproduction, distribution, display, performance, and derivative works grants with scope, territory, term, and compensation. Use when drafting IP licensing agreements, media content licenses, sync licenses, editorial or commercial use agreements, or royalty-bearing copyright deals. tags: - agreement - drafting - transactional --- # Copyright License Agreement (Media) Drafts a litigation-ready copyright license for media assets covering grant scope, compensation, representations, and termination under U.S. copyright law. ## Quick Start Gather before drafting: 1. **Media description** — title, format, copyright registration number (if any) 2. **Party details** — full legal names, entity type, formation state, addresses 3. **License scope** — exclusive or non-exclusive; rights granted; territory; term 4. **Compensation** — flat fee, royalties, advance + royalty, or combination 5. **Field-of-use restrictions** — commercial, editorial, educational, broadcast, digital ## Core Workflow ### 1. Recitals & Definitions Define these terms: | Term | Content | |---|---| | Media | Title, format, registration no., description | | Licensed Rights | Specific rights granted (see §2) | | Territory | Worldwide or enumerated regions | | Term | Start date, expiration, renewal mechanics | | Authorized Uses | Permitted channels and formats | | Derivative Works | Scope and approval process if permitted | | Gross/Net Revenue | Royalty base definition if applicable | ### 2. Grant of License Specify in the core grant clause: - Exclusive or non-exclusive - Sublicensing (default: no, requires written consent) - Assignment (default: no without consent; Licensor may assign to successors) Address each right separately: | Right | Granted? | Formats/Channels | Territory | |---|---|---|---| | Reproduction | Y/N | print, digital, broadcast | [Territory] | | Distribution | Y/N | retail, streaming, download | [Territory] | | Public Display | Y/N | OOH, online, in-venue | [Territory] | | Public Performance | Y/N | broadcast, live, streaming | [Territory] | | Derivative Works | Y/N | type + approval required | [Territory] | Include a reservation-of-rights carve-out and disclose any third-party encumbrances. ### 3. Financial Terms **Option A — Flat Fee:** Amount, due date. **Option B — Royalty:** Rate (% of Net/Gross Revenue), accounting period, payment deadline, minimum guarantee, recoupable advance. Both structures require: - Payment currency and method - Late payment interest (e.g., 1.5%/month or max legal rate) - Withholding tax allocation - Licensee recordkeeping (minimum 3 years) - Licensor audit right with notice period, frequency cap, and underpayment threshold (e.g., Licensee pays audit costs if underpayment > 5%) - Accounting statement format and frequency ### 4. Representations & Warranties **Licensor warrants:** sole copyright ownership or full authority to grant; no infringement of third-party IP, privacy, or publicity rights; no conflicting liens or licenses; corporate authority to execute. **Licensee warrants:** authority to execute and perform; use only as authorized; no ownership challenges. ### 5. Usage Restrictions & Quality Control - **Attribution:** `© [Year] [Licensor Name]. All rights reserved.` - **Modifications:** prohibited or permitted only with prior written approval - **Moral rights:** waiver to extent permitted by applicable law (verify jurisdiction scope) - **Prohibited uses:** illegal, defamatory, or objectionable content; competing products if exclusive; political advertising (optional) - **Quality approval:** Licensor review right with business-day turnaround (deemed approved if no response) - **Technical standards:** resolution/format specs for reproductions ### 6. Term & Termination State commencement date, expiration, and renewal mechanics (auto-renew or affirmative extension). Termination triggers: | Trigger | Notice | Cure Period | |---|---|---| | Material breach | Written | 30 days | | Insolvency/bankruptcy | Automatic | N/A | | Convenience (Licensee) | 60 days written | N/A | | Convenience (Licensor) | 90 days written | N/A | Post-termination: cease all new use; destroy/return copies with written certification (30 days); sell-off period for inventory (90 days or none); pre-termination royalties remain payable; prepaid fees non-refundable or pro-rated. Survival: indemnification, payment, confidentiality, dispute resolution, and representations survive. ### 7. Indemnification Mutual indemnification for rep/warranty breaches. Licensor additionally indemnifies for third-party IP infringement from the Media. Licensee additionally indemnifies for unauthorized use. Procedure: prompt written notice, indemnifying party controls defense with cooperation, no settlement without consent (not unreasonably withheld). Liability cap: aggregate fees paid in prior 12 months; consider carving out IP indemnity from cap. ### 8. Governing Law & Disputes Specify governing state law, venue (county/state, state or federal courts). Optional dispute ladder: senior executive negotiation (30 days) → mediation via JAMS/AAA (30 days) → binding arbitration or litigation. Address prevailing party attorneys' fees. ### 9. General Provisions Entire agreement/integration, written amendments signed by both parties, severability, non-waiver, notice mechanics (certified mail, overnight courier, or email with read receipt), force majeure (include or exclude), electronic signature validity under ESIGN Act and UETA. ### 10. Signature Blocks & Exhibits Include signature blocks for both parties (name, title, date). Attach as needed: - **Exhibit A** — Media description (title, format, registration no., sample) - **Exhibit B** — Approved uses / usage examples - **Exhibit C** — Payment schedule or royalty formula - **Exhibit D** — Territory definitions ## Pitfalls & Checks - **Registration matters:** Include Copyright Office registration number if available; unregistered works limit statutory damages and fee recovery under 17 U.S.C. § 412 - **Work-for-hire trap:** Confirm Media is not a work-for-hire owned by a third-party employer - **Exclusivity recording:** Exclusive licenses should be in writing and may require recordation with Copyright Office for priority protection under 17 U.S.C. § 205 - **VARA rights:** Visual artists may have inalienable moral rights under 17 U.S.C. § 106A; address waiver expressly - **Music licensing:** Sync and master licenses are separate rights; confirm which are needed for audiovisual use - **AI-generated media:** Copyright ownership of AI-generated works remains legally unsettled; flag if applicable - **International scope:** Non-U.S. territories may require separate licenses or local law compliance (e.g., EU Database Directive, moral rights regimes in France/Germany) ## Troubleshooting - **Unclear rights scope:** If the client cannot articulate which rights are needed, walk through the rights matrix row by row against their intended use cases - **Missing registration:** Advise client to register before licensing if statutory damages and fee-shifting are important enforcement tools - **Royalty vs. flat fee ambiguity:** Default to flat fee for one-time uses; royalty for ongoing exploitation with revenue streams - **Conflicting licenses:** Request Licensor's disclosure of all existing license grants to confirm no overlap with the proposed grant --- Source attribution: CaseMark Original project: https://github.com/CaseMark/skills/blob/449269ec49b6a8f1b4614cea52aa44b2a76e4e94/skills/legal/copyright-license-agreement/SKILL.md License: Apache-2.0 License information: https://www.apache.org/licenses/LICENSE-2.0 Original upstream instructions; downloaded from Dave AI. ## Upstream license notice Apache License Version 2.0, January 2004 http://www.apache.org/licenses/ TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License. "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to the Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by the Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: (a) You must give any other recipients of the Work or Derivative Works a copy of this License; and (b) You must cause any modified files to carry prominent notices stating that You changed the files; and (c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding any notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License. 5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions. 6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. 7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License. 8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability. END OF TERMS AND CONDITIONS Copyright 2025 CaseMark, Inc. Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. # Dave AI resource metadata Creator / publisher: CaseMark Original project: https://github.com/CaseMark/skills/blob/449269ec49b6a8f1b4614cea52aa44b2a76e4e94/skills/legal/copyright-license-agreement/SKILL.md Attribution basis: Source repository record Fields of work: Legal Roles: Corporate Lawyer, IP / Patent Specialist, Legal Operations Specialties: API, Database, Frontend, Git, PowerPoint, Remotion, Stripe Tools: Tool not specified Country applicability: United States Classification basis: Source catalog labels Instruction SHA-256: 4d5dd3fad799532f3e7844f481336a95340a767280f3414b9372c82243400fcb