Category Archives: Legal News

Copyright Licence Agreement

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For a Copyright Licence Agreement please see: Copyright Licence Agreement

In the UK the law relating to copyright is set out in the Copyright, Designs and Patents Act 1988 (CDPA1988).

Copyright can protect:

  • literary works
  • dramatic works
  • musical works
  • artistic works
  • layouts or typographical arrangements
  • recordings
  • broadcasts

Please note that copyright applies to any medium. Copyright protected work cannot be reproduced in another medium without prior permission, for example painting of a photograph.

Copyright is automatic thus, there is no need to apply for copyright.

Please note that copyright does not protect ideas. It is only when the work itself is fixed, for example in writing, that copyright automatically protects it.

There is no official registration system for copyright in the UK. Provided that the work qualifies for copyright protection, it is an original work and it is fixed then the work is automatically protected by copyright.

Copyright is an asset to businesses and individuals alike as it gives the owner numerous economic rights.

Copyright owners have the opportunity to make commercial gain from the exploitation of their work. Copyright owners generally have the right to authorise or prohibit any of the following things in relation to their works:

  • copying the work in any way;
  • issuing copies of the work to the public;
  • renting or lending copies of the work to the public;
  • performing, showing or playing the work in public;
  • broadcasting the work or other communication to the public by electronic transmission;
  • making an adaptation of the work, such as by translating a literary or dramatic work, transcribing a musical work and converting a computer program into a different computer language or code.

Copyright is infringed when any of the above acts are done without permission, whether directly or indirectly and whether the whole or a substantial part of a work is used. If copyright is infringed then the owner of the work has the right to claim damages.

A copyright owner has the right to decide whether and how the copyright work is used. A copyright owner can:

  • sell the copyright but retain the moral rights (assignment of copyright);
  • license the copyright for use by others but retain the ownership.

A Copyright Licence is a contractual agreement between the copyright owner and user; it sets out how the copyright work can be used.

A Copyright Licence Agreement is designed to be used where the licensor owns the copyright in one or more works and the licensee wishes to use those works. It allows the parties to decide whether the copyright licence is exclusive or non-exclusive. Also, the Agreement can be used to licence existing copyright or future copyright (works yet to be created).

Contract Variation – Changing Terms of a Contract

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For a Variation Agreement template please see: Variation Agreement – Changing Terms of a Contract

Where the parties to an already existing contract later on want to change the terms of the contract they can do so in one of two ways. One option is for the parties to consent to the termination of the original contract and enter into an entirely new one. However, this is expensive and time consuming especially where large and complex commercial contracts are involved. Another option is to create a Variation Agreement to change the existing contract by only varying a certain number of terms, while keeping the majority of original terms in existence.

Thus, a Variation Agreement should be used where the parties to an existing contract want to change one or more provisions of a contract/agreement that has already been signed and is in effect.

Common law allows for a written contract to be changed by subsequent mutual agreement from both parties, whether oral or written. However, it is common in commercial contracts to include a variation clause providing that that any changes made to a contract are ineffective unless made in writing and signed by or on behalf of both parties. This clause is intended to prevent informal or inadvertent oral variations. Thus it is important to check if the original contract has a variation clause because if this is the case then oral variations will generally be ineffective. Furthermore, to ensure that there is no dispute over what has been agreed it is advisable to always attempt to document any variation, as oral variations are hard to prove.

In order for a Variation Agreement to be effective certain elements must be presents. There must be:

  • a valid agreement between the parties (mere notification by one party to the other is not effective); and
  • some form of consideration supporting the agreement.

Consideration could take many forms, for example: mutual abandonment of existing rights; new benefits being granted by each party to the other party; assumption and/or release of obligations. In the absence of consideration, a variation can be effected by deed.

Generally, in order to avoid problems it is always advisable to execute a Variation Agreement as a deed; especially where an agreement amending an earlier contract is all in one party’s favour and/or there appears to be no consideration.

A Variation Agreement should be drafted in accordance with the terms of the underlying contract. Thus if any third-party rights or interests have been granted and/or whether any obligations of the underlying contract are guaranteed by a third party then that third party should also sign the Variation Agreement.

Please note that a Variation Agreement should only be used to change the terms of an existing contract and it should not be used to change the parties to the contract. If you want to change the parties to the contract you should use a Novation Agreement.

To change the terms of an Employment Contract visit: Deed of Variation – Employment Contract.