The Copyright Handbook

  Sunnydale employees write the chapters on

  (See Chapter 5, “What Copyright Protects.”)

  growing vegetables. The chapters written by

  EXAMPLE: Abe and Zsa Zsa agree to

  Sunnydale’s employees are works made for

  collaborate on a screenplay. Abe conceives a

  hire for which Sunnydale is considered the

  detailed and complex plot for the screenplay,

  author. The resulting book is a joint work.

  but does no writing himself. Instead, he tel s

  The joint authors are Ralph and Sunnydale.

  Zsa Zsa the plot and Zsa Zsa uses Abe’s ideas

  to actual y write the screenplay. Most courts

  would hold Zsa Zsa the sole owner of the

  Joint Works Compared With

  copyright in the screenplay unless she and

  Derivative and Col ective Works

  Abe had agreed otherwise.

  What happens if the intent to combine

  contributions into an integrated whole arises

  after the contributions were created? In this

  TIP

  event, the resulting work is not a joint work.

  It is always a good idea for

  Rather, it is either a collective work or a

  collaborators to have a written agreement

  derivative work. It will be a collective work

  setting forth their respective interests in the

  if the respective contributions of the authors

  work to be written. This way, if one contributor is

  were independently created and later simply

  found not to be a joint owner of the work because

  combined into a collective whole without

  he or she did not contribute protectable expression changing them. It will be a derivative work to it, that contributor would still be entitled (as a

  if the respective authors’ contributions are

  matter of contract law) to the ownership interest

  recast, transformed, or adapted to create a

  stated in the col aboration agreement.

  new work.

  CHAPTER 7 | INITIAL COPYRIGHT OWNERSHIP | 189

  Why It’s Important to Know the

  expanded version of the work. This revised

  Difference Between Joint Works

  version of the treatise will not be a joint

  and Derivative or Collective Works

  work, because when Art wrote his original

  treatise he did not intend to combine it with

  Knowing the difference between a joint

  any other work. Rather, the revised treatise is

  work and a derivative or collective work is

  a derivative work—that is, a work created by

  important for these reasons:

  transforming the original treatise into a new,

  • The copyright in a derivative work

  revised treatise. (See Chapter 6, “ Adaptations

  extends only to the material added

  and Compilations” for a detailed discussion

  to the preexisting material by the

  of derivative works.)

  derivative work’s authors.

  • Contributors to a collective work own

  the copyright only in the material they

  Joint Authors’ Col aboration Agreement

  contributed to the work.

  A written collaboration agreement is not

  • The authors of a joint work each share

  legally required to create a joint work; an

  ownership in the entire work.

  oral agreement is sufficient. However, as

  Samuel Goldwyn supposedly once said,

  “A verbal contract isn’t worth the paper it’s

  EXAMPLE 1: Assume that Paul in the

  written on.” It is vital that collaborators

  example above wrote his children’s story

  draft and sign a written agreement spelling

  without any intent that it be combined with

  out their rights and responsibilities. This

  illustrations. Acme Publications purchases

  avoids innumerable headaches later on.

  Paul’s entire copyright in the story and

  An example of a completed collaboration

  decides to publish it with il ustrations

  agreement is provided below. The following

  created by Jean. The resulting work is a

  discussion focuses on the key provisions in

  collective work—that is, a work in which

  a collaboration agreement, many of which

  separately protectable works are combined

  contain blanks you must fill in.

  into a collective whole without making any

  You can download this Col aboration

  internal changes to the material. (See Chapter Agreement (and all the other forms in this 6, “Adaptations and Compilations,” for a

  book) from this book’s companion page on

  detailed discussion of collective works.)

  Nolo.com; see the appendix for the link.

  EXAMPLE 2: Art writes and publishes a

  Col aborator’s contributions

  scientific treatise on quantum theory.

  Several years later, Art and his colleague

  The single most important part of a collabo-

  Marie decide to produce an updated and

  ration agreement is the description of who

  190 | THE COPYRIGHT HANDBOOK

  will perform what work. Think carefully

  about this before you begin work. Some

  We shall complete our contributions by

  collaborators write everything together;

  [ date] or by the date specified in a publishing

  others work independently and then review

  contract we enter into. If we fail to do so, we

  and revise each other’s first drafts. By far the

  may mutual y agree in writing to extend the

  best practice is to write a detailed outline or

  time for completion.

  synopsis of the work and indicate on it who

  If we fail to agree to an extension, we shall

  will write each section. The outline should

  enter into a written agreement as to which

  be attached to the collaboration agreement.

  of us may complete the Work and on what

  terms, including what authorship credit

  and compensation, if any, shall be paid to

  We agree to the division of labor set forth

  the col aborator who does not participate

  in the ■ outline ■■schedule attached to

  in completing the Work. If we are unable

  and made part of this agreement. [ Check

  to agree, we shall submit our dispute to

  applicable box]

  mediation or arbitration as described below.

  or

  Quitting the col aboration

  We agree to the fol owing division of labor:

  If one col aborator wants to quit the col abo-

  [ describe who will do what]

  ration, the agreement should provide whether

  .

  the remaining col aborator(s) can complete the

  work and, if so, what compensation must be paid

  to the withdrawing col aborator. The following

  Completion date

  provision simply leaves it to the col aborators to

  decide how to proceed if one col aborator wants

  Collaborators need to decide on a realistic

  to quit. If they can’t agree, they must submit

  deadline for completion of the work.

  the dispute to mediation/arbitration.

  They also need to agree on what will

  happen if the dead
line is not met—can

  If any of us wish to quit the col aboration

  it be extended? The following provision

  before the Work is final y completed and

  allows the collaborators to agree on a

  accepted by a publisher, we shall enter into a

  new deadline. If they can’t agree to a new

  written agreement setting forth the rights of

  deadline, they must then decide whether

  the withdrawing collaborator, including what

  any of the collaborators may complete

  authorship credit and compensation, if any, shal

  the work and on what terms. If they can’t

  be paid to the withdrawing col aborator. If we

  agree on anything, they have to submit the

  are unable to agree, we shall submit our dispute

  dispute to mediation and arbitration.

  to mediation or arbitration as described below.

  CHAPTER 7 | INITIAL COPYRIGHT OWNERSHIP | 191

  Collaboration Agreement—Page 1

  This Col aboration Agreement is made between Nastassia Kinsey whose address is 123

  Grub St., Santa Longo, CA; Jack Handy whose address is 1000 Main St., Santa Longo, CA;

  and Bartleby Crum whose address is 77 Sunset Blvd., Los Angeles, CA.

  1. Description of Work

  We agree to col aborate to create the fol owing Work: a book-length work with the

  working title “The History of Sex.” The Work will describe how sex evolved from the

  first primitive life forms to the present day.

  2. Collaborators’ Contributions

  We agree to the division of labor set forth in the outline attached to and made part

  of this agreement.

  3. Completion Date

  We shall complete our contributions by April 1, 20

  , or by the date specified in

  a publishing contract we enter into. If we fail to do so, we may mutual y agree in

  writing to extend the time for completion.

  If we fail to agree to an extension, we shall enter into a written agreement as to

  which of us may complete the Work and on what terms, including what authorship

  credit and compensation, if any, shall be paid to the col aborator who does not

  participate in completing the Work. If we are unable to agree, we shall submit our

  dispute to mediation or arbitration as described below.

  4. Quitting the Collaboration

  If any of us wishes to quit the col aboration before the Work is final y completed

  and accepted by a publisher, we shal enter into a written agreement setting forth

  the rights of the withdrawing col aborator, including what authorship credit and

  compensation, if any, shall be paid to the withdrawing col aborator. If we are unable

  to agree, we shall submit our dispute to mediation or arbitration as described below.

  5. Ownership

  We intend that the completed Work shall be a joint work. We shall each be equal

  co-owners in the copyright in the Work.

  192 | THE COPYRIGHT HANDBOOK

  Ownership

  issue. They can be in alphabetical order or

  Ownership in the completed work can

  any other way. Make sure that whatever

  be divided in any way the collaborators

  you decide is set forth in your agreement to

  wish. This is so regardless of the quantity

  avoid future disputes.

  or quality of their contributions. Typically,

  each collaborator is given an equal ownership

  The Work shall contain the fol owing credit

  share—for example, two collaborators would

  line: [ list authors in the order their names

  each share an undivided one-half interest in

  will appear on Work].

  the work; three collaborators would each own

  a one-third interest; and so forth. The sample

  agreement in this book provides for equal

  Payments

  ownership. Materials a collaborator collects As with copyright ownership, the income

  to create the work—for example, tapes or

  derived from the work can be distributed

  photos—are also jointly owned unless the

  among the collaborators in any way they

  collaborator paid for them personally.

  desire. This agreement provides two

  options: an equal distribution or some

  We intend that the completed Work shal

  other arrangement.

  be a joint work. We shall each be equal

  co-owners in the copyright in the Work.

  Al money accruing from the exploitation of

  Materials any of us collect to prepare the

  our Work shall be divided equal y among us.

  Work shal belong to the collaborator who

  All contracts we enter into for exploitation

  obtains them if acquired at his or her own

  of the Work shall provide for equal royalty

  expense. Otherwise, all materials shall be

  payments and statements from the payor to

  jointly owned and may be disposed of only

  each col aborator.

  upon al the collaborators’ written agreement.

  or

  However, your ownership interests don’t

  have to be equal. For example, if there were

  Al money accruing from the exploitation of

  two collaborators, one could be given a

  the Work shall be divided as fol ows:

  greater ownership interest than the other.

  [ describe]

  .

  How to divide your copyright in the work is

  entirely up to you.

  Expenses

  Authorship credit

  There are two ways to deal with expenses

  How the collaborators’ names appear on

  incurred by the collaborators in creating the

  their completed work is often an important work: They can be shared equally, or each

  CHAPTER 7 | INITIAL COPYRIGHT OWNERSHIP | 193

  Collaboration Agreement—Page 2

  Materials any of us collect to prepare the Work shall belong to the col aborator who

  obtains them if acquired at his or her expense. Otherwise, all materials shall be jointly owned and may be disposed of only upon all the col aborators’ written agreement.

  6. Authorship Credit

  The Work shall contain the fol owing credit line: Nastassia Kinsey, Jack Handy, and

  Bartleby Crum.

  7. Payments

  All money accruing from the exploitation of our Work shall be divided equal y

  among us. All contracts we enter into for exploitation of the Work shall provide for

  equal royalty payments and statements from the payor to each col aborator.

  8. Expenses

  All expenses incurred in creating the Work shall be shared equal y unless we agree

  otherwise in writing in advance.

  9. Death or Disability

  If any of us dies or becomes disabled before completion of his or her portion of the

  Work, the remaining col aborator(s) may complete that portion of the Work or hire

  someone else to do so. The deceased col aborator’s estate or disabled col aborator shal

  be paid a pro rata share of all income received from the Work based on the amount

  of the deceased or disabled col aborator’s contribution to the completed Work after

  deducting expenses incurred in completing the Work, including any salaries, fees, or

  royalties paid to another to complete the Work. The remaining col aborator(s) shal

  have sole authority to enter into contracts or licenses for the Work. />
  10. Term of Agreement

  This Agreement begins on the date signed by all parties and shall continue for the

  duration of the copyright in the Work.

  11. Decision Making

  All editorial, business, and other decisions affecting the Work shall be made jointly

  by all of us and no agreement shall be valid without all our signatures.

  194 | THE COPYRIGHT HANDBOOK

  collaborator can be required to pay his or

  her own expenses. You need to decide which

  If any of us dies or becomes disabled before

  approach to take in your agreement by

  completion of his or her portion of the Work,

  choosing one of the two provisions below.

  the remaining col aborator(s) may complete

  that portion of the Work or hire someone

  else to do so. The deceased col aborator’s

  All expenses incurred in creating the Work

  estate or disabled col aborator shall be paid a

  shall be shared equal y unless we agree

  pro rata share of all income received from the

  otherwise in writing in advance.

  Work based on the amount of the deceased

  or disabled col aborator’s contribution to the

  or

  completed Work after deducting expenses

  incurred in completing the Work, including

  Each of us shall pay our own expenses unless

  any salaries, fees, or royalties paid to another

  we agree otherwise in writing in advance.

  to complete the Work. The remaining

  col aborator(s) shall have sole authority to

  enter into contracts or licenses for the Work.

  Death or disability

  It may seem macabre to think about, but

  you need to consider what will happen if

  Decision making

  one or more col aborators die or become

  Unless they agree otherwise, joint authors

  disabled before the work is completed. Can

  have the right to grant third parties permis-

  the survivors complete the work? If so, what

  sion to exploit the work on a nonexclusive

  compensation, if any, should be paid to

  basis without the other authors’ consent. This

  the disabled col aborator or the deceased

  can lead to chaos if different authors grant

  col aborator’s heirs? The following provision

  nonexclusive licenses of the same rights to

  gives the surviving col aborators the right

  different people. It’s best that the agreement

  to complete the work themselves or hire

  require that all business decisions be made

  someone else to help them do so. After the