IP rights sale agreement

About this media rights sale agreement

This agreement could be put in place by either the seller or the buyer of an audio-visual work. It is a balanced contract that favours neither side by default.

The work could be in any medium for any purpose, for example:

• an audio track that will be used to accompany a display of historical artifacts

• a film shot using drones showing the aerial topography of a property that will be redeveloped

• video content that will be used as advertising for a local business

• a series of comedy shows recorded live that will be distributed online

• a script or a book to be converted to a script

• a plan for a reality TV series or entertainment show

The buyer might be a production company or a distributor or a commercial user.

The document gives the buyer control over the use, so the deal is a sale, and not a licence. However, since some of the IP might be sublicensed, and therefore not possible to sell, we also include an optional licence agreement for that work. For example, the work might include music that samples the work of another musician.

The transaction is likely to be for cash alone. We have, however, included terms that allow for it also to be in shares of the acquiring company if required.

You may also want the deal to be completed after the date of the contract – for example, once raw footage has been edited by the producer. The document allows for this.

Optionally, the sale can be limited, in that the work can only be used in certain ways. For example, you may sell the rights of ownership only in a certain language, or within certain geographical areas or for certain uses.

The agreement preserves the author’s or originator’s rights to sell the same work in different markets by limiting the extent of rights sold in this deal, as well as preserving moral rights for recognition of authorship.

Similar agreements

We offer two other similar agreements. If the work is music or sound, and does not include a visual component, use this document.

If the seller wants to retain the right to buy the work back at a later date, then this agreement should be used.

Contents

The matters covered by this agreement include:

• Definitions and interpretation
• Warranties and understandings of both parties
• Rights to be assigned - limitations on use
• The assignment deal
• Completion details
• Licence of supporting IP
• Confidentiality
• Disclaimer
• Indemnity
• Other matters relating to enforcement and other legal issues

At the end of the document we give over 1,800 words of help on how to edit each paragraph so that the document suits your requirements perfectly.