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Agreement on the transfer of economic copyrights: what should it include?

An agreement on the transfer of economic copyrights is a contract in which the author transfers their economic copyrights to a work they have created to the purchaser. This article outlines the key aspects that should be included in such an agreement, with reference to the provisions of the Act of February 4, 1994, on Copyright and Related Rights (hereinafter referred to as the "Copyright Act").
Author:
Anna Olszewska
Corporate Services Junior Consultant

What are economic copyrights?

Economic copyrights are the fundamental rights of the author associated with their work. In addition to moral rights, which are non-transferable, economic rights allow the author to use the work, dispose of it across all fields of exploitation, and receive remuneration for its use. The scope of economic copyrights is specified in Article 17 of the Copyright Act.

Form of the agreement

Pursuant to Article 53 of the Copyright Act, an agreement for the transfer of economic copyrights must be made in writing to be valid. This means that an agreement not concluded in written form has no legal effect, which is crucial for ensuring legal protection for both the author and the purchaser of the copyrights.

Subject of the agreement

The agreement must precisely specify the subject of the transferred rights, i.e., the work to which the rights are being transferred. It is necessary to clearly indicate whether this pertains to the entire work or only a part of it, and in what form the work exists. Vague or imprecise statements should be avoided, as they may lead to ambiguities regarding the scope of the transferred rights.

Fields of exploitation

The agreement on the transfer of economic copyrights should clearly define the fields of exploitation, which enable the purchaser to use and dispose of the work. Fields of exploitation indicate the specific activities the purchaser can perform with the work and the rights they acquire.

According to Article 41(2) of the Copyright Act, an agreement on the transfer of economic copyrights includes only the fields of exploitation explicitly mentioned in the agreement.
This provision imposes an obligation to list the fields of exploitation in the agreement. If a particular field is omitted, the purchaser does not acquire rights in that field.

The fields of exploitation must be precisely defined, and the agreement may only pertain to fields known at the time of its conclusion (Article 41(4) of the Copyright Act). The catalog of fields of exploitation is outlined in Article 50 of the Copyright Act.

Permission to modify the work

According to Article 46 of the Copyright Act, unless the agreement provides otherwise, the author retains the right to authorize the exercise of derivative copyright, including making modifications to the work. This means that the purchaser of economic copyrights does not automatically acquire the right to make changes to the work unless the agreement explicitly grants this permission. If the purchaser intends to modify the work, obtaining the author’s explicit consent for exercising derivative copyrights is necessary.

Important: The author retains their moral rights to the work, including the right to attribution, the integrity of the work’s content and form, and supervision over its use. Moral rights are non-transferable, and the author cannot waive them (Article 16 of the Copyright Act).

Remuneration

Pursuant to Article 45 of the Copyright Act, unless the agreement provides otherwise, the author is entitled to remuneration for the transfer of economic copyrights.

Duration of the agreement

The transfer of economic copyrights is typically indefinite. However, the parties may stipulate that the transfer of rights is temporary. Upon the expiration of the specified period, the rights revert to the author unless the agreement states otherwise.

Moment of transfer of rights

Under Article 64 of the Copyright Act, the transfer of economic copyrights takes effect upon the purchaser’s acceptance of the work unless the parties agree otherwise.
It is also advisable to specify in the agreement whether the transfer of rights is tied to the actual delivery of the work or other events (e.g., signing a delivery protocol or payment of remuneration).

An agreement on the transfer of economic copyrights must be drafted in compliance with applicable legal provisions, and its terms should equally protect the interests of both parties. Ensuring that the agreement adheres to the requirements of the Copyright Act and Related Rights is crucial for its validity and effectiveness. Ineffective transfer of economic copyrights may lead to numerous complications, so it is advisable to have the agreement prepared by an experienced attorney.

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