RICHARD A. RYAN

TRANSFERS, LICENSES & ASSIGNMENTS

      The ownership interest in a copyright is transferable, in whole or part, by any
means of conveyance.  The Copyright Act defines transfers to include assignments and
exclusive licenses, but to specifically exclude nonexclusive licenses.  Because
ownership of the copyright is separate and distinct from ownership of the material
which the copyrighted work is embodied in, such as a computer disk, transfer of a
material object does not, of itself, effectuate a transfer of the copyright to the work
contained in the material object.  Naturally, the reverse is also true, such that the
transfer of the copyright rights does not transfer ownership of the material object.

      In general, all transfers of copyright ownership must be by written instrument of
conveyance and must be signed by the copyright owner or the owner's duly authorized
agent.  The signed writing does not have to be contemporaneous with the transfer, a
writing can confirm a prior oral transfer.  A certificate of acknowledgment by a person
authorized to administer oaths within the United States (such as a notary) is strong
evidence that the transfer was properly executed.

      The transferee's ownership of the copyright is subject to termination by the author,
or his or her heirs, after only 35 years.  The Act permits termination of the transfer any
time during a five year period beginning 35 years after execution of the transfer.  To
terminate a transfer, the author must give between two and ten years notice of his or
her intent to terminate.  The author's right of termination cannot be eliminated by an
agreement that the author will not terminate the transfer.  Additionally, this right cannot
be altered by an agreement to make a future transfer to the transferee.

      As stated above, nonexclusive licenses are specifically excluded from the
definition of a transfer.  Therefore, unlike transfers, a nonexclusive license is not
required to be in writing.  In fact, a nonexclusive license can be granted orally or even
be found to exist by being implied by conduct of the parties.  As with other types of
nonexclusive licenses, consideration is required to render a nonexclusive license
irrevocable.  The reversion provisions of the Act, discussed above, apply to
nonexclusive licenses.

      The Copyright Office will record any document pertaining to a copyrighted work,
including instruments of transfer, if the document contains the signature of the person
who executed it.  If the document is a copy, a sworn certification or an official
certification must accompany the copy stating that the document is a true copy of the
original, signed document.  Currently, the fee for recordation is $30.00.  Recording a
document with the Copyright Office gives constructive notice to all persons of the facts
in the recorded document if the work is registered with the Copyright Office and the
work is specifically identified in the document, or in any material attached to the
document. The transfer document must be recorded within one month after its
execution or any time before recordation of a subsequent transfer.