Transferring Intellectual Property Rights Through Content Acquisition Agreements
Content acquisition agreements transfer intellectual property rights from a creator to a company under a "work for hire" situation. They define what created content is included, the rights transferred, how payment is made, and any limitations or disclaimers.
IntroductionMany companies, news sources, developers, and websites hire third party companies or independent contractors to create content for their enterprise. Knowing who actually owns the intellectual property rights of this content can create problems if not addressed up front. As a company, you must secure all necessary rights before you publish, distribute, or use third party or independent contractor created content. As a content provider, you need to make sure you are protected, and compensated, for the work you perform. Remember, just because a company pays a content creator for the work does not mean the company automatically owns the intellectual property rights to that work. The most common method of handling this exchange is through a Content Acquisition Agreement.
Content Acquisition AgreementsA content acquisition agreement transfers intellectual property rights to a company under a "work for hire" situation. Under traditional copyright principles, the creator of a "work" owns that work and all rights to it. If an artist creates an image, or a producer creates a short video, the artist or producer still owns the rights to that "work" even if it is incorporated into a news source, game, app, or website. In order to properly secure rights to these "works" companies should enter content acquisition agreements with all content providers. Under copyright law this would classify the third party company or independent contractor as an employee and all "work" created under the scope of the agreement is deemed "work for hire" and is owned by the employer. In drafting a quality content acquisition agreement, employers and content creators should look to identify the following: What is considered content under the "work for hire"? What rights actually transfer as part of the agreement? What representations do content creators make in sharing content with the publisher? How and when the content creator will be paid for the work? How can someone remove content or terminate the content acquisition agreement? What limitations or disclaimers are associated with the publisher's media? In some cases these agreements may be rather simple; for example, when a company contracts a third party to build an app. In other instances, such as website publishers, content creators may wish to retain some rights in order to share the same "work" with other sites, or control how much editing can be done before the "work" is published or distributed.
ApplicationIf you are a company ready to develop an app, website, or other media and need to hire outside help to create the content, make sure you sign content acquisition agreements with all your content creators before they begin working on your project. You do not want to find out later that the wonderful app or source you've paid for does not actually belong to you. As for content creators and app developers, work with companies to ensure they have proper rights to the works your create for them and that you are fully compensated for the work. Make sure you retain the rights to share that work if necessary. As I've mentioned, every situation can be different, and that means each agreement needs to be tailored to your circumstances. If you need assistance in drafting and negotiating a content acquisition agreement, contact your legal counsel.