Key takeaways
- A license grants permission; an assignment transfers ownership outright.
- Exclusive licenses and assignments must be in a signed writing to be enforceable.
- Scope terms — media, territory, duration, exclusivity — define what you actually bought or sold.
- Authors may terminate certain grants after 35 years, which cannot be waived by contract.
License vs. assignment
| License | Assignment | |
|---|---|---|
| Who owns the work after | The original owner | The buyer |
| Can the owner license it to others | Yes, unless the license is exclusive | No — they no longer own it |
| Written signature required | Only for exclusive licenses | Always |
| Typical use | Stock imagery, software, music sync, publishing | Acquisitions, contractor deliverables, employment gaps |
| Reversion | Ends when the term ends or on breach | Permanent, subject to statutory termination rights |
Writing requirement
A non-exclusive license can be oral or implied by conduct. An exclusive license or an assignment must be in a signed writing under 17 U.S.C. § 204. If you are buying exclusivity, insist on paper.
The scope terms that matter
Rights granted
Reproduce, distribute, display, perform, and prepare derivative works are separate rights. Grant only the ones the deal needs.
Media and channels
Print, web, social, broadcast, packaging, and in-product use are distinct. 'All media now known or later developed' is a broad grant.
Territory
Worldwide is common in digital deals, but regional grants let you license the same work again elsewhere.
Duration
Perpetual, a fixed term, or renewable. A perpetual license is close to an assignment in practice.
Exclusivity
Exclusive, sole, or non-exclusive. Exclusivity carries a premium and limits your own use if drafted carelessly.
Sublicensing and transfer
Can the licensee pass rights to agencies, resellers, or an acquirer? Silence usually means no, but say so explicitly.
Fees follow scope. A one-year, single-campaign, U.S.-only license should not cost what a perpetual worldwide grant costs — and the licensor should not price it that way either.
Common licensing situations
- Photography and illustration: usage-based licenses tied to campaign, placement, and term. Check whether model and property releases exist.
- Music: two separate rights — the composition and the sound recording — so a sync deal usually needs two licenses.
- Software: source code licenses and open-source obligations. Copyleft licenses can impose conditions on your own distributed code.
- Publishing and content: first-use rights versus all rights; watch for broad derivative-work grants.
- Merchandise: artwork licenses tied to product categories and minimum royalties, often alongside a trademark license.
Open-source is a license, not a free-for-all
Permissive licenses generally require attribution and notice retention. Copyleft licenses can require you to release derivative source code. Both are enforceable copyright licenses, and breach is infringement.
Before you sign
- Verify the licensor actually owns the work — ask about contractors, employees, stock elements, and AI-generated material.
- Ask for a warranty of ownership and non-infringement, plus an indemnity that matches the deal size.
- Define the scope narrowly and in writing, including any credit or attribution obligations.
- Set payment terms clearly: flat fee, royalty rate, reporting cadence, and audit rights.
- Add a termination clause for breach and describe what happens to material already published.
- Record the agreement with the Copyright Office when the transfer is significant — recordation helps establish priority.
The 35-year termination right
U.S. copyright law lets authors, or their heirs, terminate certain grants made on or after January 1, 1978 during a five-year window beginning 35 years after the grant. The right cannot be signed away, and it does not apply to works made for hire.
For long-term licensees this is a real planning issue: a perpetual license is not necessarily perpetual. Notice has to be served within a strict window, so both sides should diary the dates when a deal is meant to last decades.
Frequently asked questions
- What is the difference between a copyright license and an assignment?
- A license is permission to use a work while the original owner keeps ownership. An assignment transfers ownership of the copyright to someone else. Exclusive licenses and assignments both require a signed writing.
- Does a copyright license have to be in writing?
- A non-exclusive license can be oral or implied by conduct, but an exclusive license or an assignment must be in a signed written agreement to be valid under U.S. copyright law.
- What should a copyright license agreement include?
- At minimum: the rights granted, media and channels, territory, duration, exclusivity, sublicensing rights, fees or royalties, attribution requirements, warranties and indemnity, and termination terms.
- Can an author take back a copyright they sold?
- In many cases, yes. U.S. law allows authors or their heirs to terminate grants made on or after January 1, 1978 during a five-year window starting 35 years after the grant, with proper advance notice. Works made for hire are excluded.