Intellectual property is one of the important resources of a business. Therefore, when carrying out intellectual property transfer transactions, businesses must be extremely careful to limit legal risks, avoid unnecessary damages and disputes, and ensure the rights and benefits legitimate interests of the business. Copyright is one of the special intellectual assets of an enterprise, associated with the personal and financial rights of the author and owner. Therefore, when signing and transferring copyright rights, what do businesses need to pay attention to to ensure the best legal rights and interests? Please follow Copyright Vietnam to learn about the article below.
1. What is copyright transfer?
Transfer of copyright of a work is the transfer of ownership by the copyright owner or related rights owner to the rights specified in Clause 3, Article 19, Article 20 of the Intellectual Property Law, specifically are the following rights: the right to publish works; the right to copy the work; the right to make derivative works; the right to perform the work in public; the right to distribute and import originals or copies of works; the right to communicate the work to the public; the right to rent originals or copies of cinematographic works and computer programs, etc.
Therefore, when a business wants to transfer the copyright of any work, the business must ensure that it is the legal copyright owner of the work.
2. Notes for businesses when transferring copyright
Firstly, in case the transferred work has co-owners, the transfer must have the agreement and consent of all co-owners, unless one or more co-owners transfer a separate part can be separated and used independently. Thus, in case the Enterprise wants to transfer the copyright to the work, it is necessary to ask for the opinions and consent of the co-owners (if any), to avoid the case of transferring it yourself, then the transfer contract will be signed. maybe invalidated, thus the purpose of the transfer will not be achieved.
Secondly, copyright transfer businesses need to carefully consider the transferee’s subject capacity. For individuals, it is necessary to test the individual’s civil legal capacity and civil act capacity. For legal entities, businesses need to check whether the legal entity’s civil law capacity fully meets the conditions for subject capacity or not. In case the individual or legal entity receiving the transfer does not meet the subject capacity and does not ensure full performance of obligations, it will affect the rights and interests of the copyright transfer business.
Thirdly, the law stipulates that the form of a copyright transfer contract must be in writing, so in case an enterprise transfers copyright rights, it needs to be in writing, this is considered one of the conditions for the transfer contract to take effect.
According to the provisions of Clause 1, Article 48 of the Intellectual Property Law in 2005, amended and supplemented in 2009 and 2019, the copyright transfer contract with the work must have the following contents:
- Full names and addresses of the transferor and transferee;
- Transfer basis;
- Price, payment method;
- Rights and obligations of the parties;
- Liability for breach of contract.
In addition to the above contents, enterprises can determine and agree on terms related to how to resolve disputes when disputes arise and solutions in case of force majeure. The more detailed the provisions in the transfer contract, the more guaranteed the Enterprise’s rights will be.
Fourthly, businesses need to distinguish between the transfer of rights and the transfer of rights to use copyright. Transfer of copyright will completely terminate the ownership rights (including the right to possess, use, and dispose) of the author’s copyright and then the copyright owner will no longer have copyright rights. which was previously prescribed by law. As for the transfer of rights to use, the content is different, specifically, the transfer of rights to use copyright is considered a form of rental contract between the copyright owner and the transferee. Accordingly, the copyright owner will only allow the transferee to use the copyright for a certain period and then, if that period ends, the copyright of the transferee will transfer rights and also terminate and the copyright will automatically return to the original copyright owner.
Above is the article “Notes for businesses when transferring copyright“. We hope this article provides you and your business with useful information.
