Copyright Assignment Agreement
Transfers all right, title, and interest in a copyrighted work from author/owner to assignee — required for IP transactions, M&A, and work-product handovers.
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COPYRIGHT ASSIGNMENT AGREEMENT
This Copyright Assignment Agreement (this "Assignment") is entered into and effective as of May 11, 2026 (the "Effective Date") between:
ASSIGNOR: Avery J. Chen
Address: 742 Evergreen Terrace, Springfield, IL 62704
ASSIGNEE: Riverstone Ventures LLC
Address: 1209 Orange Street, Wilmington, DE 19801
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1. THE WORK
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This Assignment covers the following copyrighted work (the "Work"):
Title: Apexa Robotics Brand Identity Package
Type: visual-art
Date created: November 15, 2025
US Copyright reg #: TXu 2-456-789 (pending)
Detailed description:
Complete brand identity package for Apexa Robotics, Inc., consisting of: (1) primary logo and 4 lockup variations; (2) full color palette and typography system; (3) 12 marketing collateral templates (business card, letterhead, social media); (4) brand guidelines PDF (24 pages); (5) all source files (.ai, .psd, .fig, .svg).
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2. ASSIGNMENT
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For good and valuable consideration of $18,500.00, the receipt and sufficiency of which is acknowledged, Assignor irrevocably and unconditionally assigns, transfers, and conveys to Assignee, its successors and assigns, all of Assignor's right, title, and interest in and to the Work throughout the world and in perpetuity, including without limitation:
(a) The copyright and all renewals and extensions thereof under 17 USC §304;
(b) All rights enumerated in 17 USC §106 (reproduction, derivative works, distribution, public performance, public display, digital transmission);
(c) The right to register or maintain copyright registration with the US Copyright Office;
(d) The right to sue and recover for past, present, and future infringement;
(e) All international copyrights, including under the Berne Convention and the Universal Copyright Convention;
(f) All causes of action, claims, and demands for past, present, or future infringement.
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3. WORK-MADE-FOR-HIRE PROVISION (if applicable)
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To the extent the Work qualifies as a "work made for hire" under 17 USC §101, Assignor and Assignee agree that the Work is and shall be a work made for hire, and Assignee shall be the author and owner ab initio. To the extent the Work does NOT qualify as a work made for hire under 17 USC §101, this Assignment effects a complete transfer of all rights as set forth in Section 2.
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4. RESERVATIONS / MORAL RIGHTS
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No rights are reserved by Assignor. The assignment is complete and absolute.
To the maximum extent permitted by applicable law, Assignor waives any "moral rights" (droit moral) Assignor may have under the Visual Artists Rights Act of 1990 (17 USC §106A) or any equivalent state, federal, or foreign law, including the rights of attribution and integrity, except as expressly reserved above.
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5. REPRESENTATIONS AND WARRANTIES BY ASSIGNOR
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Assignor represents and warrants that:
(a) Assignor is the sole and exclusive owner of the Work and has full power and authority to assign all rights herein;
(b) The Work is original to Assignor and does not infringe the copyright, trademark, trade secret, right of publicity, or other right of any third party;
(c) The Work has not been previously assigned, licensed, or encumbered, and Assignor has not granted any license or right inconsistent with this Assignment;
(d) Assignor will execute and deliver any further documents reasonably necessary to perfect Assignee's title (e.g., recordation with the US Copyright Office under 17 USC §205).
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6. INDEMNIFICATION
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Assignor shall indemnify, defend, and hold Assignee harmless from any claim, loss, damage, or expense (including reasonable attorneys' fees) arising from breach of any representation or warranty in Section 5.
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7. RECORDATION
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Assignee may, at Assignee's expense and at Assignee's option, record this Assignment with the US Copyright Office under 17 USC §205 to provide constructive notice. Assignor shall cooperate with such recordation.
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8. GOVERNING LAW
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This Assignment is governed by the laws of the State of Delaware, and federal copyright law (17 USC).
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9. ENTIRE AGREEMENT
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This Assignment constitutes the entire understanding between the parties regarding the Work and supersedes all prior agreements.
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EXECUTION
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective Date.
ASSIGNOR: ASSIGNEE:
_______________________________ _______________________________
Avery J. Chen Riverstone Ventures LLC
By: _____________________________ By: _____________________________
Title: _____________________________ Title: _____________________________
Date: _____________________________ Date: _____________________________
NOTARY ACKNOWLEDGMENT (recommended for recordation under 17 USC §205)
STATE OF DELAWARE )
) ss.
COUNTY OF ____________________ )
Subscribed and sworn before me this _____ day of ______________________, 20___.
_______________________________
Notary Public
My commission expires: ____________________
About this template
A copyright assignment is the legal instrument that transfers ownership of a copyrighted work from one party to another. Federal copyright law (17 USC §204(a)) requires assignments of exclusive rights to be in writing and signed by the rights-owner — oral assignments of exclusive rights are unenforceable. The most-litigated areas: (1) Scope of rights transferred — does the assignment include international rights, derivative works, and rights under future media not yet invented? Best practice is to enumerate rights expressly (as in Section 2 of this template) rather than rely on general "all rights" language. (2) Work-made-for-hire vs. assignment — under 17 USC §101, "work made for hire" is automatically owned by the commissioning party at creation; it requires either (a) creation by an employee within the scope of employment, OR (b) a written agreement specifying work-for-hire status for one of nine enumerated categories (contributions to collective works, motion pictures, translations, etc.). Many works don't fit the nine categories, so a backup assignment is essential. This template includes both as a belt-and-suspenders approach. (3) Moral rights / VARA — the Visual Artists Rights Act of 1990 (17 USC §106A) gives authors of certain visual works the rights of attribution and integrity that survive transfer of copyright. VARA only covers "works of visual art" of recognized stature in single or signed-and-numbered editions of 200 or fewer. For most commercial work, VARA doesn't apply, but the waiver should be included for safety. State moral-rights statutes (California Art Preservation Act, New York Artists' Authorship Rights Act) can be broader. (4) Representations and warranties — Assignor warrants ownership and non-infringement; this is the foundation for indemnification if the Work turns out to infringe. (5) Recordation — under 17 USC §205, an unrecorded transfer is subject to certain bona-fide-purchaser claims. Recording with the US Copyright Office (eCO portal at copyright.gov/eco) costs $135 plus a fee per work and gives constructive notice. (6) Termination rights — under 17 USC §203, authors (NOT corporate works-made-for-hire creators) can terminate copyright assignments 35 years after grant by serving notice. This right cannot be waived. The assignment is still effective for 35 years; Assignee just needs to plan for the eventual reversion. State considerations: while copyright is federal, the contract itself is governed by state contract law. Delaware and New York are common choices for IP-related transactions because of their well-developed contract law. Use this template for: hiring a designer/photographer/developer to create a logo or work; M&A asset transfers including IP; settlement of work-for-hire disputes; consolidating IP across affiliated entities. For high-value transfers (>$100K, valuable trademarks attached, ongoing royalty arrangements), engage IP counsel.
When to use it
- After commissioning a logo, illustration, photograph, software, or other creative work.
- M&A transactions involving transfer of company IP.
- Settling disputes about work-for-hire status.
- Consolidating IP from a founder, contractor, or subsidiary into a parent entity.
- Recording a transfer with the US Copyright Office under 17 USC §205.
What to include
- Assignor and assignee identification.
- Detailed work description with title, type, creation date, and registration number.
- Express enumeration of rights transferred (17 USC §106 rights).
- Work-made-for-hire backup provision under 17 USC §101.
- Moral rights / VARA waiver (17 USC §106A).
- Assignor representations and warranties (ownership, non-infringement).
- Indemnification clause.
- Recordation cooperation under 17 USC §205.