Copyright Assignments and Transfers

By Hank FasthoffJuly 7, 2026

Copyright law provides copyright owners with a bundle of up to six exclusive rights. The exclusive rights of reproduction, distribution, public performance, public display, the right to create derivative works, and, for sound recordings, the right to perform the work publicly by means of a digital audio transmission are all separate sticks in the bundle, and each can be transferred, licensed, or retained independently. But copyright law imposes a requirement that trips up businesses, creative professionals, and deal-makers every day. Under 17 U.S.C. § 204(a), a transfer of copyright ownership is "not valid" unless it's in writing and signed by the owner. There are no exceptions for informal industries, no exceptions for long-standing relationships, and no exceptions for deals where everyone shook hands and moved forward in good faith. No exceptions at all.

If you're acquiring creative assets, hiring someone to produce copyrighted work, or buying a content library, the writing requirement determines whether you own what you paid for.

What Counts as a "Transfer of Copyright Ownership"

Section 101 of the Copyright Act defines "transfer of copyright ownership" as an assignment, mortgage, exclusive license, or any other conveyance, alienation, or hypothecation of a copyright or any of the exclusive rights comprising a copyright, whether or not it is limited in time or place of effect. Two aspects of this definition are important.

First, an exclusive license is a transfer of ownership. If a photographer grants a magazine the exclusive right to reproduce a photograph for one year, that exclusive license is effectively a transfer of copyright ownership, even though it's limited in scope and duration. It must be in writing under § 204(a).

Second, a nonexclusive license is excluded from the definition of Section 101, which specifies that a "transfer of copyright ownership" doesn't include a nonexclusive license. This means nonexclusive licenses can be granted verbally, or even implied from conduct, without violating § 204(a).

The Writing Requirement: § 204(a)

Section 204(a) provides that a transfer of copyright ownership, other than by operation of law, "is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner's duly authorized agent."

In Effects Associates, Inc. v. Cohen, 908 F.2d 555, 557 (9th Cir. 1990), the Ninth Circuit explained the rule with characteristic directness, stating that "Section 204's writing requirement is not unduly burdensome; it necessitates neither protracted negotiations nor substantial expense. The rule is really quite simple: If the copyright holder agrees to transfer ownership to another party, that party must get the copyright holder to sign a piece of paper saying so. It doesn't have to be the Magna Carta; a one-line pro forma statement will do."

No specific language is required, and no "magic words" are necessary. Radio Television Espanola S.A. v. New World Entertainment Ltd., 183 F.3d 922, 927 (9th Cir. 1999) (the parties' intent as evidenced by the writing must demonstrate a transfer of the copyright). An email, a letter, a deal memo, or a clause in a larger contract can satisfy § 204(a), provided it's signed by the copyright owner and demonstrates the intent to transfer.

What won't satisfy § 204(a) is a verbal agreement, a handshake, a course of dealing, or an invoice that doesn't address the assignment of the copyright interest. In Effects Associates, the defendant argued that the motion picture industry customarily operates on verbal agreements and that § 204's writing requirement should be relaxed for moviemakers. The court rejected the argument, noting that the statute makes no exceptions based on industry practice.

A verbal agreement to transfer copyright that's later confirmed in writing may be valid as of the date of the original verbal agreement, provided there's no dispute between the parties about whether the transfer occurred. Valente-Kritzer Video v. Pinckney, 881 F.2d 772 (9th Cir. 1989); Eden Toys, Inc. v. Florelee Undergarment Co., 697 F.2d 27, 36 (2d Cir. 1982). But relying on this exception is risky, because disputes about whether a verbal transfer occurred are exactly the situations § 204(a) was designed to prevent.

Implied Licenses

While an implied license isn't a "transfer of copyright ownership" under § 101 (because it's nonexclusive), it's worth understanding because implied licenses are the fallback when the parties failed to address copyright in writing.

An implied nonexclusive license arises when the copyright owner creates a work at someone's request, delivers the work to that person, and intends the person to copy, distribute, or otherwise use the work. Effects Associates, 908 F.2d at 558-59. In that case, Effects Associates created special effects footage for a horror film at the director's request, delivered it, and received payment. Even though no written agreement addressed copyright, the court found that Effects granted an implied nonexclusive license to use the footage in the film.

An implied license gives the recipient the right to use the work for the purposes both parties contemplated, but it doesn't transfer ownership. The copyright owner retains ownership, retains the right to license the work to others, and retains the right to sue third parties for infringement. Nonexclusive licenses granted without consideration are revocable at will. Where the licensee gave consideration, however, the license operates as a contract, and courts generally treat it as irrevocable for its stated term, so an owner who wants the ability to revoke needs to reserve that right in the agreement.

Assignment Versus Exclusive License

An assignment transfers all rights in the copyright (or in a specific right within the bundle of rights) permanently. After an assignment, the assignee is the copyright owner and can enforce, license, or transfer the rights without the original owner's involvement.

An exclusive license transfers specific rights for a defined scope, territory, or duration. During the license term, the exclusive licensee is the owner of those specific rights and can enforce them in its own name (though the court has discretion under § 501(b) to require notice to the licensor or the licensor's joinder). When the license expires, the rights revert to the licensor.

Both assignments and exclusive licenses are "transfers of copyright ownership" under § 101 and must be in writing under § 204(a). From a drafting perspective, the distinction determines who controls the rights long-term and what happens when the agreement ends.

Recording Transfers with the Copyright Office under § 205

Section 205 provides a voluntary recordation system for copyright transfers. Any transfer of copyright ownership or other document pertaining to a copyright can be recorded with the Copyright Office if the document bears the actual signature of the person who executed it, or is accompanied by a sworn certification that it's a true copy.

Recording an assignment isn't required for the transfer to be valid between the parties. But recording serves two critical functions. First, under § 205(c), recordation of a transfer gives all persons constructive notice of the facts stated in the recorded document, provided the document specifically identifies the work and the work is registered. Constructive notice means subsequent purchasers and licensees are deemed to know about the transfer, even if they didn't search the Copyright Office records.

Second, under § 205(d), if the same copyright owner transfers the same rights to two different parties, the transfer executed first prevails if it was recorded within one month of execution (or within two months if executed outside the United States), or at any time before the later transfer was recorded. If the first transfer misses both windows, the later transferee prevails if it recorded first, took in good faith for valuable consideration or on the basis of a binding promise to pay royalties, and had no notice of the earlier transfer.

For nonexclusive licenses, § 205(e) provides that a written, signed nonexclusive license prevails over a conflicting transfer of ownership if the license was taken before the transfer was executed, or if the license was taken in good faith before the transfer was recorded and without notice of it.

Common Mistakes

Below are some common mistakes that can occur that may lead to copyright ownership or licensing disputes:

• Hiring freelancers without a written assignment: A business that hires a freelance designer, photographer, developer, or writer to create content owns the deliverable (the physical or digital file) but doesn't own the copyright unless there's a written assignment or a valid work-for-hire agreement. Without a writing, the freelancer owns the copyright and the business has, at best, an implied nonexclusive license to use the work for the purpose both parties contemplated.
• Assuming payment equals ownership: Paying for creative work doesn't transfer the copyright. A business that pays $10,000 for a custom website design owns the website files but doesn't own the copyright to the design elements unless the designer signed a written transfer. The designer can license those same elements to other clients, and the business can't prevent the designer from doing so.
• Relying on a purchase order or invoice: A purchase order that reads "design website per specifications, $10,000" doesn't address copyright ownership issues. It's merely a contract or evidence of payment for services, not a transfer of copyright ownership. The invoice confirming payment doesn't cure the deficiency.
• Failing to record the transfer: Even when a written assignment exists, failing to record it with the Copyright Office creates a risk that a subsequent purchaser or licensee could acquire priority over the earlier transfer under § 205(d).

Practical Recommendations

Get the assignment in writing before the work begins. Every engagement with a freelancer, contractor, agency, or other non-employee who will create copyrightable work for your business should include a written provision assigning all copyright interests to your business upon creation. If the work qualifies as a "work made for hire" under § 101 (created by an employee within the scope of employment, or commissioned under a signed agreement for one of nine statutory categories), say so in the agreement. If it doesn't qualify as work for hire, the agreement must include an assignment of all rights.

Copyright assignments should be recorded with the Copyright Office. Recording costs $95 electronically or $125 on paper (as of mid-2026, covering one work, with additional works charged in groups, and the Office has proposed raising these fees) and provides constructive notice and priority protection. For valuable copyrights (a brand identity, a software codebase, a content library), the recording fee is a small price for the protection it provides.

If you're acquiring a content library, catalog, or portfolio, conduct a chain-of-title analysis. Confirm that each copyright was validly transferred through a written, signed instrument from the original author to each subsequent owner. A break in the chain (a verbal transfer, a missing assignment, a freelancer who was never asked to sign) means the seller may not own what it's selling.

Don't confuse a nonexclusive license with ownership. If your agreement grants a "license" without specifying exclusivity, or if the copyright owner retains the right to license the work to others, you have a nonexclusive license, not ownership. A nonexclusive license gives you the right to use the work, but it doesn't give you the right to prevent others from using it or to sue for infringement.