Deed of Copyright Assignment (Three Parties)

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This Deed of Copyright Assignment (Three Parties) assigns copyright in artwork and graphics when a company or individual (the assignor) and an individual (the creator) have been engaged to create that material for a person/entity who will acquire the copyright (the assignee). A written Deed of Copyright Assignment includes an assignment of copyright that may be created in the future (as per Section 197 of Australia's Copyright Act 1968 (Cth)). A written assignment will prove valuable in the event of misunderstandings or disagreements.

Among others, this form includes the following provisions:
  • Parties to the Agreement: This provision contains the identity and names of the parties entering into the agreement;
  • Assignment by Assignor:This provision assigns all rights and interests Assignor has in the materials;
  • Assignment by Creator This provision assigns Creator’s rights and interests in the materials;
  • Consideration: This provision contains the amount of payment for the materials.

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This lawyer-prepared packet contains:
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  2. Deed of Copyright Assignment (Three Parties) for use in Australia
Law Compliance: This form complies with the state and territory laws of Australia
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Deed of Copyright Assignment
Three Parties (All States)

 

 

 
THIS DEED OF ASSIGNMENT made the ____________ day of 200_.
 
BETWEEN: ________________ [name], ABN/ACN _____________ of ________________[address] ("the Assignee")
 
AND: ________________[name], ABN/ACN of ________________[address] ("the Assignor")
 
AND: ________________[name], ABN/ACN of ________________[address] ("the Creator")
 
 
1.   DEFINITIONS AND INTERPRETATION
Unless expressed to the contrary, in this Deed:
 
1.1.    Assign means to assign, transfer and convey all titles and interest of whatsoever kind or nature in copyright and/or Intellectual property both at law and in equity. Assignment means assignment, transference, conveyance of the same titles and interests.
1.2.   Assignees Property means all property, whether tangible or intangible, belonging to the Assignee which is in the possession and/or control of the Creator and/ or Assignor for the purposes of being used in the creation of Materials.
1.3.    Copyright means copyright defined or capable of protection under the Copyright Rights Act 1968 (Cth) (“Copyright Act”)
1.4.   Deed means these Terms of Assignment, as varied from time to time, and the covering execution page signed by the parties;
1.5.   Dollars/$ means Australia Dollars or AUD.
1.6.   Future Materials means all works which may be created by Assignor and/or Creator in the future, such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1,  for or on behalf or at the request of Assignee.
1.7.   GST has the same meaning as it has under the A New Tax System (Goods and Services Tax) Act (Cth);
1.8.   Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit  layouts, plant varieties, business and domain names, inventions, Confidential Information.
1.9.   Materials means all works created by the Creator and/ or Assignor such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1.
1.10.   Person means a natural person and includes any entity or body corporate recognised at law.
1.11.   Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including, without limitation, stamp and transaction duty which is imposed or collected by a government agency, but not including GST, any tax based on income, or any capital gains tax;.
1.12.   Tax Invoice has the same meaning as it has in the A New Tax System (Goods and Services Tax) Act (Cth).
 
1.   Unless expressed to the contrary, in this Deed:
 
1.1.   words in the singular include the plural and vice versa;
1.2.   any gender includes the other genders;
1.3.   if a word or phrase is defined its other grammatical forms have corresponding meanings;
1.4.    “includes” means includes without limitation;
1.5.   no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
1.6.   a reference to:
1.6.1.    a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
1.6.2.   a person includes the persons legal personal representatives, successors, assigns and persons substituted by novation.
1.7.   any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
1.8.   this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; and
1.9.   a clause or subclause is a reference to a clause or subclause of this deed.
 
2.   ASSIGNMENT BY ASSIGNOR:
 
2.1.   Assignor jointly and severally assigns to the Assignee in their entirety any and all of the right, title and interest the Assignor may have in the Materials. [If Future Materials are assigned: Assignor further agrees that any Copyright or Intellectual Property in Materials created or developed by the Assignor after this Deed has been executed will vest in the Assignee on their creation. In respect to Copyright, this assignment is made pursuant to Sections 196 and the 197 of the Copyrights Act. ]
2.2.   Each Assignor will execute all documents and do all things necessary to give effect to the assignment in clause 2.1, including executing further assignments if necessary.
2.3.   If for whatever reason the Assignment of any part of the Materials or the Future Materials, is not effectively assigned by the Assignment is clause 2.1, then Assignor hereby covenants with the Assignee that to the extent that Assignor holds any interest of any kind in the Materials and/or Future Materials, including any interest in the Copyright therein, then it shall hold the same as a bare trustee for the Assignee, and shall promptly, upon request by the Assignee, Assign such interest to the Assignee or as the Assignee may in writing direct. 
 
 
3.   ASSIGNMENT BY CREATOR:
 
3.1.   Creator jointly and severally assigns to the Assignee in their entirety any and all of the right, title and interest the Creator may have in the Materials. [If Future Materials are assigned: Creator further agrees that any Copyright or Intellectual Property in Materials created or developed by the Creator after this Deed has been executed will vest in the Assignee on their creation. In respect to Copyright, this assignment is made pursuant to Sections 196 and the 197 of the Copyrights Act.]
3.2.   Each Creator will execute all documents and do all things necessary to give effect to the assignment in clause 3.1, including executing further assignments if necessary.
3.3.   If for whatever reason the Assignment of any part of the Materials or the Future Materials, is not effectively assigned by the Assignment is clause 3.1, then Creator  hereby covenants with the Assignee that to the extent that Creator  holds any interest of any kind in the Materials and/or Future Materials, including any interest in the Copyright therein, then it shall hold the same as a bare trustee for the Assignee, and shall promptly, upon request by the Assignee, Assign such interest to the Assignee or as the Assignee may in writing direct.
 
4.   CONSIDERATION:
 
In consideration of the payment of the sum of _____________________ Dollars (AUD $__) by Assignee to Assignor (the receipt of which is acknowledged by Assignor), and in consideration of the payment by the Assignee to the Creator of the sum of _____________________ Dollars (AUD $__) (the receipt of which is acknowledged by Creator), the Assignor and Creator have entered into this Deed.
 
5.   ASSIGNEES PROPERTY:
 
Parties agree that ownership to Assignees Property shall remain with Assignee, irrespective of whether Creator and/ or Assignor actually used them during the creation of Materials.  Creator and/ or Assignor warrants that shall NOT reproduce, alter, or copy Assignees Property and shall return them upon Assignees request. A list of Assignees Property is set forth in Schedule 2.
 
6.   CREATOR AND/OR ASSIGNORS WARRANTIES AND INDEMNITY: [option 1]
 
6.1.   Creator and/or Assignor warrants that:
6.1.1.   the Copyright and/or Intellectual Property assigned to Assignee  by the Creator and/ or Assignor under clause 2 and clause 3 comprises original works only, which have not been, and will not be, copied wholly or substantially from any other works,
6.1.2.   the Assignees and any licensees use of the Copyright and/or Intellectual Property assigned to the Assignee  by the Creator and/ or Assignor under clause 2 and clause 3 will not infringe the copyright or other Intellectual Property rights of any third party; and
6.1.3.   it has the right to assign and grant the rights under clause 2 and clause 3.
6.1.4.   the Creator and/ or Assignor is the sole author of/the sole employer of the sole author of  the Materials  and the sole owner of all rights, including the copyright, in the Materials ;
6.1.5.   the Creator and/ or Assignor has not created any encumbrance (including without limitation, a charge, mortgage, pledge, lien, right of set off) over the Materials  that exists, as at the date of this Agreement, over the Materials ;
6.1.6.   there have been no previous assignments, licences, options or other dealings with the rights assigned under this Agreement that would conflict with the rights granted by this Agreement and the Creator and/ or Assignor will not assign, license, grant options over or deal in any other way with any of these rights after the date of this Agreement in a way that would conflict with the rights granted by this Agreement; and
6.1.7.   the Creator and/ or Assignor is not aware of any actual, suspected or threatened claim in relation to the Materials , including any claim that the Materials  infringes any intellectual property rights; and
6.1.8.   Creator and/ or Assignor is not insolvent within the meaning of the Bankruptcy Act and is not subject to any arrangement or composition with creditors.
 
6.2.   Creator and/ or Assignor unconditionally indemnifies and will defend the Assignee against any claim, liability, loss, damages, cost, expense and Tax suffered or incurred by the Assignee as a result of any breach of the warranties given by the Creator and/ or Assignor under clause 6.1.
 
6.   ASSIGNEE'S ACKNOWLEDGMENTS AND INDEMNITY [option 2]
[This clause is in the interests of Creator and/ or Assignor and is an alternative to clause 6 above.  Choose only one section 6 and erase the other.]
 
6.1.   Assignee accepts the title that the Creator and/ or Assignor has to the Materials and to the copyright (and similar forms of protection) in the Materials.  Without limitation, the Assignee acknowledges that the Creator and/ or Assignor does not make or give any representation, warranty or promise that the Materials does not and will not infringe the rights of any other person.
6.2.   Assignee must unconditionally indemnify the Creator and/ or Assignor against, and must pay the Creator and/ or Assignor, on demand the amount of, all losses, liabilities, expenses and Taxes that the Creator and/ or Assignor may suffer, directly or indirectly, because of the Assignee's exploitation of its rights in the Materials on or after the date of this assignment, including: legal expenses on a full indemnity basis; and damages or other compensation paid by the Creator and/ or Assignor on the advice of its legal advisers to compromise or settle any claim.
7.   TAX, COSTS AND EXPENSES:
 
7.1.   Creator and/ or Assignor must pay any applicable Tax that arises from the execution, delivery and performance of this Deed and any other document or thing required or entered into under this Deed.
7.2.   Subject to clause 7.1, each party must pay their own costs and expenses of negotiating, preparing, signing and delivering this Deed and any other document or thing required or entered into under this Deed.
 
8.   GST:
 
8.1.   If Creator and/ or Assignor is registered for GST and any supply made under or in connection with this Deed is a taxable supply, the consideration for that supply must be increased by an amount that is sufficient to ensure that the Creator and/ or Assignor receives, after remitting the GST, the same amount as it would in the absence of a GST, provided that the Creator and/ or Assignor provides Assignee with a tax invoice prior to or as soon as practicable after the supply.
8.2.   If a party is entitled under this Deed to be reimbursed or indemnified by another party for an expense, claim, loss, liability or cost incurred in connection with this Deed, the reimbursement or indemnity payment is not required to extend to any GST component of the expense, claim, loss, liability or cost for which an input tax credit may be claimed by the party receiving the reimbursement or indemnity.
 
9.   DISPUTE RESOLUTION:
 
9.1.   A party must not commence legal proceedings against the other party unless that party has complied with this clause 9.
9.2.   When a party claims that a dispute has arisen under this Deed (Dispute), the party must serve written notice of that Dispute on the other party (Dispute Notice).
9.3.   The parties must negotiate in good faith and use their best endeavours to resolve the Dispute.
9.4.   If the parties cannot resolve the Dispute within 30 days after the date on which the Dispute Notice was served (Notice Date), the parties agree to settle the Dispute by expert determination administered by the Australian Commercial Dispute Centre (ACDC).
9.5.   The expert determination will be conducted in accordance with ACDC Expert Determination Guidelines, which set out the procedures to be adopted, the process of selecting the expert and the costs involved, and the terms of those Guidelines are incorporated in this Deed.
9.6.   The expert determination is final and binding on the parties.
 
 
 
10.   NOTICES:
 
10.1.   In addition to any other lawful means, a notice or other communication relating to this document must be in English and may be given by being:
10.1.1.   personally delivered or left at the partys current address for notices;
10.1.2.   sent to the partys current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
10.1.3.   sent by fax to the partys current fax number for notices.
10.2.   The particulars for delivery of notices are initially:
Assignee: ___________________________________[Mention Address]
 
Assignor: ___________________________________[Mention Address]
Creator: ___________________________________[Mention Address]
 
10.3.   A party may change its particulars for delivery of notices by notice to the other party.
10.4.   A communication is given if posted:
10.4.1.   within Australia to an Australian address, 3 Business Days after posting; or
10.4.2.   in any other case, 10 Business Days after posting.
10.5.   A communication is given if sent by fax, when the senders fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in full at the time indicated on that report.
 
11.   NON-MERGER:
No provision of this Deed merges on execution or termination of this Deed.
 
12.   CUMULATIVE RIGHTS:
The rights and remedies of a party under this Deed do not exclude any other right or remedy provided by law.
 
13.   INDEPENDENT LEGAL AND PROFESSIONAL ADVICE:
Both Parties acknowledges that they have received independent legal and professional advice regarding the Assignment of Copyright and any tax implications referred to in clause 7 and 8.
 
14.   GENERAL:
 
14.1.   Amendment:
This Deed may only be varied or replaced by a deed of variation executed by the parties.
 
14.2.   Further steps:
 Each party must promptly do whatever the other party reasonably requires of it to give effect to this Deed and to perform its obligations under it.
 
14.3.   Governing law and jurisdiction:
14.3.1.    This Deed is governed by and is to be construed in accordance with the laws applicable in __________________________[Mention State in Australia].
14.3.2.   Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of __________________________[Mention State in Australia] and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
14.4.   Counterparts:
This Deed may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.
14.5.   Entire understanding: 
This Deed contains the entire understanding between the parties as to the subject matter of this Deed. All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Deed are merged in and superseded by this Deed and are of no effect. Neither party is liable to the other party in respect of those matters.
14.6.   Independent Parties:
Nothing in this Deed or its performance gives rise to any relationship of agency, employment or partnership between the parties or between any personnel of the parties.
 
14.7.   Severability:
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
 
14.8.   Waiver:
14.8.1.   If a party:
14.8.1.1.   has a right arising from another party's failure to comply with an obligation under this Deed; and
14.8.1.2.   delays in exercising or does not exercise that right, whether knowingly or not; that delay in exercising or failure to exercise is not a waiver of that right or any other right.
 
 
[This section intentionally left blank.]
 
EXECUTED unconditionally by the parties as a Deed
 
SIGNED SEALED AND DELIVERED by
Assignor this ______day of 20__ in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Assignee, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Creator, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
 
 
 
 
SCHEDULE 1:
 
List of Materials
 
 
 
 
SCHEDULE 2:
 
List of Assignees Property
 
 
 
Number of Pages13
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32581
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Deed of Copyright Assignment
Three Parties (All States)

 

 

 
THIS DEED OF ASSIGNMENT made the ____________ day of 200_.
 
BETWEEN: ________________ [name], ABN/ACN _____________ of ________________[address] ("the Assignee")
 
AND: ________________[name], ABN/ACN of ________________[address] ("the Assignor")
 
AND: ________________[name], ABN/ACN of ________________[address] ("the Creator")
 
 
1.   DEFINITIONS AND INTERPRETATION
Unless expressed to the contrary, in this Deed:
 
1.1.    Assign means to assign, transfer and convey all titles and interest of whatsoever kind or nature in copyright and/or Intellectual property both at law and in equity. Assignment means assignment, transference, conveyance of the same titles and interests.
1.2.   Assignees Property means all property, whether tangible or intangible, belonging to the Assignee which is in the possession and/or control of the Creator and/ or Assignor for the purposes of being used in the creation of Materials.
1.3.    Copyright means copyright defined or capable of protection under the Copyright Rights Act 1968 (Cth) (“Copyright Act”)
1.4.   Deed means these Terms of Assignment, as varied from time to time, and the covering execution page signed by the parties;
1.5.   Dollars/$ means Australia Dollars or AUD.
1.6.   Future Materials means all works which may be created by Assignor and/or Creator in the future, such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1,  for or on behalf or at the request of Assignee.
1.7.   GST has the same meaning as it has under the A New Tax System (Goods and Services Tax) Act (Cth);
1.8.   Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit  layouts, plant varieties, business and domain names, inventions, Confidential Information.
1.9.   Materials means all works created by the Creator and/ or Assignor such as all designs of logo, letterheads, displays, brochures, manuals etc. and in addition to which are mentioned in the Schedule 1.
1.10.   Person means a natural person and includes any entity or body corporate recognised at law.
1.11.   Tax means a tax, levy, charge, impost, fee, deduction, withholding or duty of any nature, including, without limitation, stamp and transaction duty which is imposed or collected by a government agency, but not including GST, any tax based on income, or any capital gains tax;.
1.12.   Tax Invoice has the same meaning as it has in the A New Tax System (Goods and Services Tax) Act (Cth).
 
1.   Unless expressed to the contrary, in this Deed:
 
1.1.   words in the singular include the plural and vice versa;
1.2.   any gender includes the other genders;
1.3.   if a word or phrase is defined its other grammatical forms have corresponding meanings;
1.4.    “includes” means includes without limitation;
1.5.   no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
1.6.   a reference to:
1.6.1.    a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
1.6.2.   a person includes the persons legal personal representatives, successors, assigns and persons substituted by novation.
1.7.   any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
1.8.   this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; and
1.9.   a clause or subclause is a reference to a clause or subclause of this deed.
 
2.   ASSIGNMENT BY ASSIGNOR:
 
2.1.   Assignor jointly and severally assigns to the Assignee in their entirety any and all of the right, title and interest the Assignor may have in the Materials. [If Future Materials are assigned: Assignor further agrees that any Copyright or Intellectual Property in Materials created or developed by the Assignor after this Deed has been executed will vest in the Assignee on their creation. In respect to Copyright, this assignment is made pursuant to Sections 196 and the 197 of the Copyrights Act. ]
2.2.   Each Assignor will execute all documents and do all things necessary to give effect to the assignment in clause 2.1, including executing further assignments if necessary.
2.3.   If for whatever reason the Assignment of any part of the Materials or the Future Materials, is not effectively assigned by the Assignment is clause 2.1, then Assignor hereby covenants with the Assignee that to the extent that Assignor holds any interest of any kind in the Materials and/or Future Materials, including any interest in the Copyright therein, then it shall hold the same as a bare trustee for the Assignee, and shall promptly, upon request by the Assignee, Assign such interest to the Assignee or as the Assignee may in writing direct. 
 
 
3.   ASSIGNMENT BY CREATOR:
 
3.1.   Creator jointly and severally assigns to the Assignee in their entirety any and all of the right, title and interest the Creator may have in the Materials. [If Future Materials are assigned: Creator further agrees that any Copyright or Intellectual Property in Materials created or developed by the Creator after this Deed has been executed will vest in the Assignee on their creation. In respect to Copyright, this assignment is made pursuant to Sections 196 and the 197 of the Copyrights Act.]
3.2.   Each Creator will execute all documents and do all things necessary to give effect to the assignment in clause 3.1, including executing further assignments if necessary.
3.3.   If for whatever reason the Assignment of any part of the Materials or the Future Materials, is not effectively assigned by the Assignment is clause 3.1, then Creator  hereby covenants with the Assignee that to the extent that Creator  holds any interest of any kind in the Materials and/or Future Materials, including any interest in the Copyright therein, then it shall hold the same as a bare trustee for the Assignee, and shall promptly, upon request by the Assignee, Assign such interest to the Assignee or as the Assignee may in writing direct.
 
4.   CONSIDERATION:
 
In consideration of the payment of the sum of _____________________ Dollars (AUD $__) by Assignee to Assignor (the receipt of which is acknowledged by Assignor), and in consideration of the payment by the Assignee to the Creator of the sum of _____________________ Dollars (AUD $__) (the receipt of which is acknowledged by Creator), the Assignor and Creator have entered into this Deed.
 
5.   ASSIGNEES PROPERTY:
 
Parties agree that ownership to Assignees Property shall remain with Assignee, irrespective of whether Creator and/ or Assignor actually used them during the creation of Materials.  Creator and/ or Assignor warrants that shall NOT reproduce, alter, or copy Assignees Property and shall return them upon Assignees request. A list of Assignees Property is set forth in Schedule 2.
 
6.   CREATOR AND/OR ASSIGNORS WARRANTIES AND INDEMNITY: [option 1]
 
6.1.   Creator and/or Assignor warrants that:
6.1.1.   the Copyright and/or Intellectual Property assigned to Assignee  by the Creator and/ or Assignor under clause 2 and clause 3 comprises original works only, which have not been, and will not be, copied wholly or substantially from any other works,
6.1.2.   the Assignees and any licensees use of the Copyright and/or Intellectual Property assigned to the Assignee  by the Creator and/ or Assignor under clause 2 and clause 3 will not infringe the copyright or other Intellectual Property rights of any third party; and
6.1.3.   it has the right to assign and grant the rights under clause 2 and clause 3.
6.1.4.   the Creator and/ or Assignor is the sole author of/the sole employer of the sole author of  the Materials  and the sole owner of all rights, including the copyright, in the Materials ;
6.1.5.   the Creator and/ or Assignor has not created any encumbrance (including without limitation, a charge, mortgage, pledge, lien, right of set off) over the Materials  that exists, as at the date of this Agreement, over the Materials ;
6.1.6.   there have been no previous assignments, licences, options or other dealings with the rights assigned under this Agreement that would conflict with the rights granted by this Agreement and the Creator and/ or Assignor will not assign, license, grant options over or deal in any other way with any of these rights after the date of this Agreement in a way that would conflict with the rights granted by this Agreement; and
6.1.7.   the Creator and/ or Assignor is not aware of any actual, suspected or threatened claim in relation to the Materials , including any claim that the Materials  infringes any intellectual property rights; and
6.1.8.   Creator and/ or Assignor is not insolvent within the meaning of the Bankruptcy Act and is not subject to any arrangement or composition with creditors.
 
6.2.   Creator and/ or Assignor unconditionally indemnifies and will defend the Assignee against any claim, liability, loss, damages, cost, expense and Tax suffered or incurred by the Assignee as a result of any breach of the warranties given by the Creator and/ or Assignor under clause 6.1.
 
6.   ASSIGNEE'S ACKNOWLEDGMENTS AND INDEMNITY [option 2]
[This clause is in the interests of Creator and/ or Assignor and is an alternative to clause 6 above.  Choose only one section 6 and erase the other.]
 
6.1.   Assignee accepts the title that the Creator and/ or Assignor has to the Materials and to the copyright (and similar forms of protection) in the Materials.  Without limitation, the Assignee acknowledges that the Creator and/ or Assignor does not make or give any representation, warranty or promise that the Materials does not and will not infringe the rights of any other person.
6.2.   Assignee must unconditionally indemnify the Creator and/ or Assignor against, and must pay the Creator and/ or Assignor, on demand the amount of, all losses, liabilities, expenses and Taxes that the Creator and/ or Assignor may suffer, directly or indirectly, because of the Assignee's exploitation of its rights in the Materials on or after the date of this assignment, including: legal expenses on a full indemnity basis; and damages or other compensation paid by the Creator and/ or Assignor on the advice of its legal advisers to compromise or settle any claim.
7.   TAX, COSTS AND EXPENSES:
 
7.1.   Creator and/ or Assignor must pay any applicable Tax that arises from the execution, delivery and performance of this Deed and any other document or thing required or entered into under this Deed.
7.2.   Subject to clause 7.1, each party must pay their own costs and expenses of negotiating, preparing, signing and delivering this Deed and any other document or thing required or entered into under this Deed.
 
8.   GST:
 
8.1.   If Creator and/ or Assignor is registered for GST and any supply made under or in connection with this Deed is a taxable supply, the consideration for that supply must be increased by an amount that is sufficient to ensure that the Creator and/ or Assignor receives, after remitting the GST, the same amount as it would in the absence of a GST, provided that the Creator and/ or Assignor provides Assignee with a tax invoice prior to or as soon as practicable after the supply.
8.2.   If a party is entitled under this Deed to be reimbursed or indemnified by another party for an expense, claim, loss, liability or cost incurred in connection with this Deed, the reimbursement or indemnity payment is not required to extend to any GST component of the expense, claim, loss, liability or cost for which an input tax credit may be claimed by the party receiving the reimbursement or indemnity.
 
9.   DISPUTE RESOLUTION:
 
9.1.   A party must not commence legal proceedings against the other party unless that party has complied with this clause 9.
9.2.   When a party claims that a dispute has arisen under this Deed (Dispute), the party must serve written notice of that Dispute on the other party (Dispute Notice).
9.3.   The parties must negotiate in good faith and use their best endeavours to resolve the Dispute.
9.4.   If the parties cannot resolve the Dispute within 30 days after the date on which the Dispute Notice was served (Notice Date), the parties agree to settle the Dispute by expert determination administered by the Australian Commercial Dispute Centre (ACDC).
9.5.   The expert determination will be conducted in accordance with ACDC Expert Determination Guidelines, which set out the procedures to be adopted, the process of selecting the expert and the costs involved, and the terms of those Guidelines are incorporated in this Deed.
9.6.   The expert determination is final and binding on the parties.
 
 
 
10.   NOTICES:
 
10.1.   In addition to any other lawful means, a notice or other communication relating to this document must be in English and may be given by being:
10.1.1.   personally delivered or left at the partys current address for notices;
10.1.2.   sent to the partys current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
10.1.3.   sent by fax to the partys current fax number for notices.
10.2.   The particulars for delivery of notices are initially:
Assignee: ___________________________________[Mention Address]
 
Assignor: ___________________________________[Mention Address]
Creator: ___________________________________[Mention Address]
 
10.3.   A party may change its particulars for delivery of notices by notice to the other party.
10.4.   A communication is given if posted:
10.4.1.   within Australia to an Australian address, 3 Business Days after posting; or
10.4.2.   in any other case, 10 Business Days after posting.
10.5.   A communication is given if sent by fax, when the senders fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in full at the time indicated on that report.
 
11.   NON-MERGER:
No provision of this Deed merges on execution or termination of this Deed.
 
12.   CUMULATIVE RIGHTS:
The rights and remedies of a party under this Deed do not exclude any other right or remedy provided by law.
 
13.   INDEPENDENT LEGAL AND PROFESSIONAL ADVICE:
Both Parties acknowledges that they have received independent legal and professional advice regarding the Assignment of Copyright and any tax implications referred to in clause 7 and 8.
 
14.   GENERAL:
 
14.1.   Amendment:
This Deed may only be varied or replaced by a deed of variation executed by the parties.
 
14.2.   Further steps:
 Each party must promptly do whatever the other party reasonably requires of it to give effect to this Deed and to perform its obligations under it.
 
14.3.   Governing law and jurisdiction:
14.3.1.    This Deed is governed by and is to be construed in accordance with the laws applicable in __________________________[Mention State in Australia].
14.3.2.   Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of __________________________[Mention State in Australia] and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
14.4.   Counterparts:
This Deed may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.
14.5.   Entire understanding: 
This Deed contains the entire understanding between the parties as to the subject matter of this Deed. All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Deed are merged in and superseded by this Deed and are of no effect. Neither party is liable to the other party in respect of those matters.
14.6.   Independent Parties:
Nothing in this Deed or its performance gives rise to any relationship of agency, employment or partnership between the parties or between any personnel of the parties.
 
14.7.   Severability:
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
 
14.8.   Waiver:
14.8.1.   If a party:
14.8.1.1.   has a right arising from another party's failure to comply with an obligation under this Deed; and
14.8.1.2.   delays in exercising or does not exercise that right, whether knowingly or not; that delay in exercising or failure to exercise is not a waiver of that right or any other right.
 
 
[This section intentionally left blank.]
 
EXECUTED unconditionally by the parties as a Deed
 
SIGNED SEALED AND DELIVERED by
Assignor this ______day of 20__ in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Assignee, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
Creator, ______day of 20__, in the presence of:
… .
Signature of Party
Signature of Witness
… .… ..
Name of Witness
 
 
 
 
 
SCHEDULE 1:
 
List of Materials
 
 
 
 
SCHEDULE 2:
 
List of Assignees Property
 
 
 
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