Copyright transfer: sales and licensing agreement

In the world of copyright, the creation of a work is only the beginning. In order for a work to live, spread and benefit both the author and society, it is necessary to understand the mechanisms of copyright transfer. This is a key aspect for rightsholders who seek to monetise their work and for users who wish to legally use other people’s works.

In this article we will look in detail at the two main ways of disposing of proprietary copyrights: licensing and alienation. We will analyse their differences, key terms and consequences so that you know how to transfer copyright correctly and effectively.

Section 1: General provisions on the transfer of copyright

Before delving into the mechanisms for transferring copyright, it is important to be clear about what we are transferring or authorising. Copyright consists of several interrelated but different components, and not all of them are transferable.

1.1. The concept of economic and noneconomic rights of the author

Copyright, according to Ukrainian law, covers two main types of rights that arise from the moment an author creates a work:

• Personal non-property rights of the author (moral rights):These are rights that are inextricably linked to the author’s personality and have no economic content. They are inalienable and belong to the author for life. They include:
  • The right to acknowledge authorship (right of authorship): The right to request that one’s name be included as the author of a work.
  • The right to a name: The right to use or authorise the use of the work under one’s real name, pseudonym or anonymously.
  • The right to oppose any distortion, misrepresentation or other alteration of the work: The right to protect the integrity of the work by prohibiting any actions that may damage the author’s honour and reputation.
  • The right to make the work public: The right to decide when and how a work is first made available to the public.
  • The right to withdraw the work: The right to withdraw a previously published work with compensation to users.
• Property rights of the author:These are rights of an economic nature that allow the author to derive material benefit from the use of his or her work. These rights, unlike non-property rights, are alienable, i.e. they can be transferred to other persons. Property rights include:
  • The right to use the work: Performing any actions permitted by law with the work.
  • The exclusive right to allow or prohibit the use of a work by other persons: This is a basic property right that gives the author control over the distribution of his or her work.
  • The right to remuneration: The right to be paid for the use of a work by others.

For example, a writer, having created a novel, has the non-property rights to have his name always indicated as the author of the novel, and no one can distort the text. At the same time, he has the property rights to sell copies of the novel, grant permission for its film adaptation or translation, and receive money for it.

1.2 The principle of inalienability of personal non-property rights

One of the most important principles of copyright law is the inalienability of personal non-property rights. This means that the personal non-property rights of the author:

• Cannot be transferred in any way (either by contract or otherwise) to other persons. Even if the author sells all his property rights in the work, he still remains its author and retains the right to the name and protection against misrepresentation of the work.
• Cannot be waived ( except for the right of publicity and revocation). The author cannot legally refuse to be recognised as the author or the right to protect his work from distortion.
• Valid in perpetuity: These rights belong to the author throughout his life and even after his death (the right to protect the integrity of the work, in particular, belongs to his heirs).

That is, if the photographer has sold all property rights to his photographs, he can still demand that his name be mentioned whenever the photographs are used, and can also prohibit any distortion of them.

1.3. Legal grounds for the transfer of proprietary intellectual property rights

Unlike non-property rights, intellectual property rights may be transferred to another person in full or in part. The legal grounds for such a transfer are:

• Contracts:This is the most common way to transfer rights. Ukrainian law provides for different types of agreements:
  • Licence agreements: Under these agreements, the right holder (licensor) grants permission (licence) to another person (licensee) to use the work in a certain way, within certain limits and for a specified period of time, while retaining ownership of the work.
  • Agreements on the alienation (sale and purchase) of property rights: Under such agreements, the right holder transfers full ownership of all or part of his property rights to another person. This means that the transferee becomes the new owner and can dispose of these rights at its own discretion.
  • Contracts for the creation of a work to order: These agreements often stipulate in advance who owns the property rights to the work created by the artist on a commission. As a rule, unless otherwise provided for in the contract, the property rights to a work created for hire belong to the customer.
  • Contracts for the creation of a work for hire: These relate to works created by an employee in the course of performing his or her official duties. As a general rule, the property rights to such a work belong to the employer, unless otherwise provided by the contract.
• Inheritance: An author’s property rights may pass to his or her heirs by law or by will after his or her death.
• Succession: In the event of a reorganisation of a legal entity (e.g. merger, acquisition), property rights may be transferred to a successor.

It is important that the transfer of property rights under the agreement (both licence and alienation) must be made in writing. Failure to comply with this requirement may result in the invalidity of the agreement.

Section 2: The licence agreement as a grant of permission to use

Having dealt with the difference between property rights and non-property rights, it is time to look more closely at how property rights can be transferred for use by others. One of the most common and flexible tools for this is the licence agreement.

2.1 Definition and legal nature of a licence agreement

A licence agreement is a legal agreement under which the owner of proprietary intellectual property rights (licensor) grants another person (licensee) permission to use its work in a certain way, within certain limits and on specified terms. The key feature of a licence agreement is that it does not transfer ownership of copyright. Instead, it grants only the right to use the work, similar to a lease or authorisation to do certain things.

The legal nature of a licence agreement lies in its permissive character. The licensor retains all proprietary rights to the work, while the licensee receives only the right to use it within certain limits. This allows the author or copyright holder to control how, where and by whom his work will be used, while receiving remuneration.

For example, a writer can grant a publisher a licence to print and distribute his book without losing his property rights to the book itself. The publisher has the right to print and sell it, but cannot, for example, screen the work without separate permission or resell the rights to it to other publishers, unless this is provided for in the licence.

2.2. Parties to the agreement: licensor (owner of rights) and licensee (user)

In a licence agreement, there are always two parties with clearly defined roles:

• Licensor:This is the person who owns the economic copyright in a work and grants permission to use it. The licensor can be:
  • The author of the work (individual).
  • The author’s heir.
  • A legal entity that has acquired property rights to a work (for example, a publishing house, a production company if the work was created on commission or the rights were assigned).
• Licensee:A person (natural or legal) who obtains permission to use a work from the licensor. A licensee can be any person who is interested in the lawful use of a work, for example
  • A publishing house.
  • TV channel, radio station.
  • An advertising agency.
  • A software or website developer.
  • The film studio.

Clearly defining these parties and their responsibilities is key to avoiding misunderstandings and disputes in the future.

2.3 Types of Licences: Exclusive, Non-exclusive, Single Licence

Ukrainian legislation distinguishes three main types of licences, which determine the scope of rights granted to the licensee and restrictions for the licensor:

• Exclusive licence: This is the most comprehensive type of licence for the licensee. Under an exclusive licence, the licensor grants the right to use the work to only one licensee within certain limits. In this case, the licensor loses the right to use the work in the way it was licensed and cannot grant similar licences to other persons during the term of the agreement and in a certain territory. For example, a writer may grant a publishing house an exclusive licence to publish his book on the territory of Ukraine for 5 years. This means that during this time only this publishing house has the right to publish the book in Ukraine, and the writer himself cannot publish it through another publishing house during this period.
• Non-exclusive licence: This is the most common type of licence. Under a non-exclusive licence, the licensor grants permission to use the work to the licensee, but retains the right to use the work itself, and to grant similar licences to others to use it. For example, a photographer may sell a non-exclusive licence for his photograph to many photobanks, which in turn will grant non-exclusive licences to hundreds of users.
• Single licence: This type of licence is intermediate between an exclusive and a non-exclusive licence. Under a single licence, only one licensee is granted the right to use the work, and the licensor cannot grant licences for the same use to others. However, unlike an exclusive licence, the licensor retains the right to use the work in the manner licensed for its own use. For example, a composer may grant a single licence to use his music in a commercial for a particular company, but he himself may use the music to showcase his work in his own portfolio.

The choice of the type of licence depends on the wishes and needs of the parties, as well as the specifics of the work and the market.

2.4. Essential terms of the licence agreement

In order for a licence agreement to be recognised as valid and to protect the interests of the parties, it must contain a number of essential terms. Failure to do so may result in the agreement being declared invalid. Such conditions include:

• Subject matter of the agreement: A clear and unambiguous definition of the work to be licensed (title, author, type of work, identification data, if available). It is also important to specify the exact scope of the rights to be transferred, i.e. what property rights the author grants to the licensee (e.g. the right to reproduce, publicity, adaptation).
• Ways to use the work: A detailed description of how the licensee can use the work. For example, “for print advertising”, “for placement on website X”, “for broadcast on TV channel Y”. The more detailed the description of the use, the lower the risks for both parties.
• The term of the licence: The period during which the licensee has the right to use the work. It can be determined by a specific date, period (for example, 3 years) or until a certain event occurs. If the term is not specified, the licence is deemed to be for 5 years.
• Territory: The geographical boundaries within which the use of the work is permitted (for example, “the territory of Ukraine”, “the countries of the European Union”, “the whole world”). If the territory is not specified, the licence shall be deemed to be valid on the territory of Ukraine.
• Amount and procedure of remuneration payment:It may be:
  • Royalties: Periodic payments (e.g. percentage of sales, number of views, profit).
  • Lump sum payment: One-time fixed amount.
  • Combined payment or other options. The amount, terms and currency of payments should be clearly defined. If the licence is gratuitous, this should also be clearly stated.

Drafting a licence agreement that meets your needs and protects your interests requires legal knowledge. In order to avoid risks and correctly draw up a licence agreement, seek professional assistance from the lawyers of Polikarpov Law Firm.

2.5 Necessity of state registration of a licence in certain cases

As a general rule, a licence agreement for the use of a copyright work is not subject to mandatory state registration in Ukraine. It is considered valid from the moment it is signed by the parties (in writing).

However, there are exceptions or situations where registration may be recommended or even required by law for certain objects of related rights, or if it is expressly provided for in the contract between the parties. For example, for certain types of licences to use registered industrial property (e.g. trademarks, patents), registration may be mandatory for its validity against third parties.

For copyright, registration of a licence is voluntary and may be done at the will of the parties. It may serve as an additional confirmation of the fact of conclusion of the licence agreement and its terms, which is useful in case of disputes with third parties.

Although registration of a licence in Ukraine is optional, the general principles of how to register a copyright and conduct copyright registration in Ukraine to ensure official confirmation of your rights, as well as on copyrightregistration in general, are covered in detail in our main article “How to Register Copyright in Ukraine in 2025“.

Section 3: Contract of sale (alienation) of property rights

If a licence agreement provides only permission to use the work, the contract of sale and purchase of intellectual property rights provides for a much deeper level of transfer – complete alienation of property rights. This fundamentally changes the legal position of the author and the acquirer.

3.1 Definition and Consequences of a Contract for the Alienation of Intellectual Property Rights

A contract for the alienation of intellectual property rights ( also known as a contract for the sale and purchase of copyright) is an agreement whereby a right holder (the author or other person who owns property rights) transfers to another person full ownership of all or part of his or her intellectual property rights. Unlike a licence, which is only a permission, alienation means exactly the change of the owner of the rights.

The main consequences of concluding such an agreement:

• Change of right holder: The acquirer (buyer) becomes the new owner of those property rights that were alienated.
• Loss of control by the author: The original author, having alienated the property rights, loses the right to use them independently and to authorise others to use them. His control is limited to personal non-property rights only.
• No restrictions for the acquirer: The acquirer gets full freedom of action with respect to the acquired rights (within the law), can use them independently, licence them to others, resell them and so on.

For example, a composer may sell all property rights to his songs to a music publisher. After the conclusion of such a contract of sale of copyrights, the publisher becomes the owner of these rights and can, without further agreement with the composer, publish the songs, sell them, licence them for films or advertising, receiving all the profits.

3.2 Full transfer of rights: what this means for the author and the acquirer

The complete transfer of intellectual property rights has profound consequences for both parties:

For the author (alienator):

• Preservation of non-property rights: The author always retains his personal non-property rights (right to name, right to inviolability of the work, etc.), which, as we have already mentioned, are inalienable. He may demand that his name be mentioned whenever the work is used and may object to any distortion of the work that threatens his honour and reputation.
• Loss of property rights: The author may no longer use the work himself for commercial purposes, grant licences to others or receive remuneration for doing so. Any future income from the use of the work that has been alienated will go to the new right holder. An exception may be the right to a share in the resale of the original work of visual art (the right of succession), if such a right is provided for by law.
• Reduction of control: The author loses direct control over the fate of the work with regard to its use, commercialisation and even possible modifications (again, to the extent that they do not infringe non-proprietary rights).

For the acquirer (buyer):

• Status of the new right holder: The acquirer becomes a full-fledged owner of the property rights to the work. This gives him maximum freedom of action.
• Full control over use: The acquirer may, at its sole discretion, decide how to use the work, grant licences (exclusive, non-exclusive, single) to others, resell the rights further, make adaptations (subject to the author’s non-proprietary rights).
• Right to all income: All revenues generated from the use of the alienated rights belong to the acquirer.
• Enforceability of rights: The acquirer, as the right holder, is entitled to independently defend these rights in case of their infringement.

For example, if an artist sells the property rights to his painting to a gallery, the gallery can make any number of prints from it, sell them, use the images for advertising without asking the artist’s permission. However, the artist’s name as the author must be stated, and the gallery cannot distort the painting without consulting the artist.

3.3 Essential terms of the alienation contract

In order for a contract on alienation of intellectual property rights to be valid, it must contain a number of mandatory (essential) conditions that clearly define the subject matter and consequences of the transaction:

• Identification of the work and the rights that are transferred: This is the most important clause. The contract should identify as precisely as possible the work to which the rights are alienated (title, author, type of work, date of creation, possibly the registration number of the certificate, if the work is registered). It is equally important to clearly indicate which property rights are alienated – all of them or only a certain part of them (for example, only the right of reproduction for a printed edition, but not the right to screen adaptation). Unless otherwise specified, all property rights are deemed to be alienated.
• Contract price and settlement procedure: As this is a contract of sale, the price is a mandatory condition. The amount, currency, payment procedure (lump sum, instalments) and settlement terms must be clearly stated.
• Warranties and liability of the parties:
  • Warranties of the alienator: Usually, the alienator warrants that it is the actual owner of the alienated rights, that the work is original, that it does not infringe the rights of third parties, and that the work is free of any encumbrances (e.g., previously granted exclusive licences).
  • Liability of the parties: The consequences of non-fulfilment or improper fulfilment of the terms of the contract, the amount of penalties (fines, penalties), and the procedure for reimbursement of losses are determined.

Drawing up a contract of sale and purchase of property rights requires special attention to legal details. To ensure full protection of your interests and avoid hidden risks, seek professional assistance in drafting and reviewing a copyright sale and purchase agreement.

3.4 Key differences between a purchase and sale agreement and a licence agreement

Understanding the differences between a licence agreement and a sale and purchase (alienation) agreement is critical to the proper transfer of copyright. Although both contracts deal with the disposal of property rights, their legal nature and consequences are fundamentally different:

Thus, the choice between a licence agreement and an alienation agreement depends on the extent to which the author wishes to retain control over his work and how he plans to derive income from it. For the user, this choice determines the level of freedom and the scope of the rights he or she receives.

Section 4: Practical Aspects of Contract Drafting

Theoretical knowledge of licensing and copyright alienation is undoubtedly important, but in practice, the most important thing is the proper drafting of these agreements. A well-drafted contract is not just a formality, but your main tool of protection, which minimises risks and ensures a clear understanding of the rights and obligations of each party.

4.1 Requirements to the form of contracts (written form, notarisation – at the request of the parties or in cases specified by law)

Ukrainian law establishes clear requirements to the form of contracts on disposal of intellectual property rights:

• Written form: For any type of contracts on disposal of intellectual property rights (including licence contracts and alienation contracts) a written form is mandatory. This means that the contract must take the form of a single document signed by both parties. Failure to comply with this requirement (e.g. oral agreement) will result in the invalidity of the contract. Such a contract will be null and void and its terms cannot be enforced through a court of law.
• Notarisation: As a general rule, notarisation of contracts for the disposal of intellectual property rights is not mandatory. This means that a contract concluded in a simple written form has full legal force. However, the parties may, if they wish, have such a contract notarised. Notarisation gives the agreement more legal weight, simplifies the process of proving the fact of conclusion and content of the agreement in case of disputes, and also provides additional control over compliance with legal requirements. In some cases (although this is rare for copyright in Ukraine), the law may explicitly require notarisation for certain types of rights or objects.

Special attention to the form of the contract is important, because its legal validity and the possibility of protecting your interests depend on it.

4.2 Recommendations for clear wording of the terms of the contract

In drafting any copyright transferagreement, the key is to be clear, unambiguous and as detailed as possible in all terms and conditions. Vagueness or gaps in the contract can lead to serious disputes, financial losses and lengthy litigation.

Here are key recommendations on how to transfer copyright as transparently and safely as possible through a contract:

• Detailed identification of the work: It is not enough to specify only the title. Indicate the author, type of work (book, song, photograph, programme code), date of creation. If the work is registered, provide the certificate number. If possible, add a description of the work, a fragment of it or a reference to its location.
• Exhaustive list of rights to be transferred: Clearly state which property rights are being alienated or licensed (e.g., reproduction, distribution, publicity, adaptation, translation, import/export of copies). Avoid general phrases like “all rights”.
• Specific uses (for licences): Describe exactly how the licensee may use the work. For example, instead of “for use in advertising” specify “for use in printed advertising materials, television and Internet advertising on the territory of Ukraine”.
• Clear terms and territory: Always specify the term of the contract and licence, as well as the territory where the use of the rights is allowed. If these terms are not specified, the law applies general provisions that may not be what you intend.
• Detailed settlement procedure: Specify the exact amount (price) or formula for calculating royalties, currency, terms and methods of payment, and liability for late payment.
• Warranties and representations: Include a provision where the author warrants that he/she is a valid copyright holder, that the work is original and does not infringe the rights of third parties. This will protect the acquirer from potential claims.
• Liability of the parties: Clearly define the consequences of breach of contract (fines, penalties, procedure for compensation of losses, terms of cancellation of the contract).
• Dispute resolution procedure: It is advisable to provide for a mechanism of pre-trial dispute resolution and identify the court that will hear possible disputes.

4.3 Consequences of breach of contractual terms and conditions

Failure to fulfil or improper fulfilment of the terms and conditions of the contract on the disposal of intellectual property rights entails legal liability provided for by law and/or the contract itself. The main consequences of breaches include:

• Cancellation of the contract: The party whose rights have been violated may demand cancellation of the contract.
• Recovery of penalties (fine, penalty): If the contract provides for penalties for breach of terms (e.g., for late payment or use of the work outside the authorised limits), the breaching party is obliged to pay them.
• Compensation for damages: The aggrieved party has the right to claim compensation for actual damages caused by the breach of contract (e.g., lost profits if potential income is lost because of the breach).
• Termination of use of the work: The court may order the infringer to stop the unauthorised use of the work and to seize (destroy) the infringing copies.
• Other consequences: The contract may provide for other consequences, such as public retraction of false information or reputational damages.

The consequences of a breach can be significant, so it is extremely important to comply with all the terms of the agreements entered into.

4.4 The role of legal aid in drafting and reviewing contracts

Drafting copyright agreements, especially when dealing with significant sums, complex works or international relationships, is a process that requires in-depth legal knowledge. Lack of experience or attempts to draft such agreements on your own without proper training can lead to:

• Legal errors: Incorrect wording of terms, lack of essential provisions, which may lead to invalidity of the contract or its incorrect interpretation.
• Insufficient protection of interests: Gaps in the contract may leave you unprotected against an unscrupulous counterparty.
• Hidden Risks: A contract may contain provisions that seem innocuous but carry significant risks to your rights in the future.
• Litigation: Vague or incomplete contracts are a frequent cause of lengthy and expensive litigation.

Therefore, contacting a qualified lawyer specialising in intellectual property is not a cost, but an investment in your defence. A lawyer can help:

• • Correctly define the type of contract that suits your purposes.
  • Clearly formulate all essential and additional terms, taking into account the specifics of your work and the intentions of the parties.
  • Check the contract for risks and inconsistencies with the law.
  • Ensure that the contract meets the interests and needs of both parties.

Don’t risk your rights and investments. Professional legal assistance in drafting and reviewing contracts is the key to your safety and success. Contact the experts in order to correctly formalise how to transfer copyrights or obtain their use.

Section 5: Non-property rights of the author after the transfer of proprietary rights

It is important to remember that even after the transfer of proprietary rights in a work, copyright does not disappear completely. There are personal non-property rights that remain an integral part of the author’s connection to his creation. These rights cannot be alienated or transferred to other persons and are valid indefinitely.

5.1 Non-property rights (right to name, right to inviolability of the work) remain with the author

As we mentioned in Section 1, copyright consists of two key groups of rights: property rights and non-property rights. Unlike property rights, which can be transferred under licence or alienated under a contract of sale, the author’s personal non-property rights remain inalienable from him.

This means that no matter how many times and to whom property rights in a work have been transferred, the author always retains such rights:

• The right to name: The author has the right to demand that his or her name be given whenever his or her work is used. This can be a real name, a pseudonym, or even the right to anonymity (not to be named). For example, a director who has sold all rights to his film to a film studio still has the right to have his name appear in the credits and promotional materials of the film.
• Right to inviolability of the work: The author has the right to oppose any distortion, misrepresentation or other alteration of his work that may damage his honour, reputation or goodwill. This right allows the author to protect the original form and content of his creation. For example, if an architect sold the rights to his design of a building, but the client, without his consent, significantly changed the facade or proportions, distorting the artistic value, the architect has the right to protect his honour and business reputation because of the infringement of this right.
• Right to make the work public: The author has the right to decide whether and when the work will be made available to the public for the first time.
• Right to withdraw the work: The author may withdraw a previously publicised work if this does not infringe the rights of third parties.

These non-property rights are perpetual and cannot be transferred or waived. They last throughout the life of the author, and the right to defend the work against distortion continues after his death, protected by his heirs.

5.2 Possibility to waive copyright (partially, with limitations)

Although personal non-property rights are inalienable and general waiver of copyright in general (i.e. complete renunciation of the author’s status) is not provided for in Ukrainian legislation, there are certain nuances and limitations that should be understood:

• Right of publicity and revocation: The author may exercise his right to publicise the work (i.e. decide to publish it) or revoke the work. In a sense, this can be interpreted as a limited “relinquishment” of control over the disclosure or, conversely, withdrawal of permission for further use.
• Consent to modifications: Although the author has a right to the inviolability of the work, he or she may consent to certain modifications to it. However, such consent is not a waiver of the right to inviolability per se. The author cannot “waive” in advance his right to object to any distortion that harms his reputation. He may agree to certain, clearly defined modifications.
• Public domain: The author may knowingly place his work in the public domain, e.g. through Creative Commons licences allowing maximum free use. Even in this case, however, his right to his name and protection against misrepresentation is usually preserved, although the right to claim compensation for use may be limited.

For more details on whether copyright can be waived, what are the consequences of copyright waiver, and whether complete copyright waiver is possible , see our article “Copyright Waiver: Is it Possible and What Are the Consequences?”.

5.3 Protection of non-property rights after alienation of property rights

Despite the alienation of property rights, the author retains the full right to protect his non-property rights. This means that he may take legal action if:

• His name is not indicated: If the purchaser of property rights or the licensee uses the work without indicating the author’s name, the latter has the right to demand that it be indicated and, if it is ignored, to take legal action.
• The work is distorted or mutilated: If the changes made to the work harm the author’s honour and reputation, the author shall have the right to demand the cessation of such actions, restoration of the integrity of the work, as well as compensation for moral damage. For example, a sculptor who has sold the rights to his statue may demand that it be dismantled or restored to its original form if someone has painted it in obscene colours without permission, distorting his design.
• Other non-property rights are violated: For example, if a work that the author has chosen not to make public has nevertheless been published without his permission.

Non-property rights can be defended both pre-trial (by sending claims) and in court (by filing a lawsuit). It is important to collect evidence of violations and seek qualified legal assistance to effectively protect your interests.

Conclusions

To summarise, the transfer of copyright is a complex but extremely important aspect for every author and user of intellectual property. We have looked in detail at the two main ways of disposing of property rights: licensing agreement and copyright sale and purchase agreement.

Licensing allows you to grant permission to use a work while retaining ownership of the author, which is ideal for flexible, multiple monetisation. On the other hand, an alienation contract provides for the complete transfer of property rights, giving the acquirer maximum freedom of action, although depriving the author of further economic control.

An integral part of copyright is personal non-property rights, which remain with the author for life, regardless of any transactions. These include the right to a name and the right to inviolability of the work, which emphasises the creator’s unbreakable bond with his or her creation.

Regardless of the chosen path, the key is legal literacy and attention to detail in any transaction. Clearly formulating the terms of the contract, understanding the rights and obligations of each party, and, if necessary, engaging professional legal assistance is the key to protecting your interests and successful co-operation. Always remember the importance of qualified support in these matters, which Polikarpov Law Firm can provide .