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Copyrights
Copyright law covers original works of authorship, such as advertisements, advertising and website copy, packaging content and copy, music, sound recording, brochures, graphics and illustrations, photos, product descriptions, website content, and software. Magazines, such as High Times and Confectionary News, and data reporting companies, such as New Frontier Data, rely primarily on copyright law to protect their content.
Copyright rights come into existence as soon as the work in question is created and copyright rights last a very long time. It is both easy and inexpensive to apply for a federal certificate of copyright registration, and doing so is a prerequisite to filing a lawsuit for infringement. A certificate of copyright registration is also a prerequisite for obtaining recovery of attorneys' fees and certain types of damages in such a lawsuit.
In general, copyright rights originally vest in the creator of the work. The copyright rights in works created by an employee within the scope of their employment originally vest in the employer. However, in general, works created by contractors (e.g., non-employee graphic designers or consultants or advertising agencies), will originally vest in the creator of the work not the company or individual that commissioned the work and, absent a written assignment agreement, the creator not the company will remain the owner of the copyright.
When conducting due diligence of a target company’s copyrights, one should look at a variety of issues, including the following:
•What are the key works?
•Who created those works?
•Who owns the copyright in those works?
•Is the chain of title to the company clean and clear?
•Are logos, websites and other key advertising materials subject to copyright registrations?
•Does the company have appropriate assignment agreements in place with employees, contractors, ad agencies, etc.?
•Have the copyrights been timely registered?