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The Assignment And License Of Copyright agreement is a vital legal instrument used in Canadian business and creative sectors when parties wish to transfer copyright ownership while maintaining specific licensing arrangements. This document is particularly relevant when creators or companies need to transfer their intellectual property rights while retaining certain usage rights through licensing provisions, or when acquiring parties wish to grant back specific rights to the original owner. The agreement must comply with the Canadian Copyright Act, which has unique provisions regarding moral rights and copyright transfer. It's commonly used in situations involving software development, content creation, publishing agreements, and corporate acquisitions where intellectual property is a key asset. The document typically includes detailed descriptions of the works being transferred, consideration terms, territorial restrictions, and specific usage rights, while addressing Canadian-specific legal requirements such as moral rights waivers.

1. Parties: Identification of the Assignor/Licensor and Assignee/Licensee with full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and brief description of the copyrighted works involved

3. Definitions: Definitions of key terms including 'Works', 'Intellectual Property Rights', 'Territory', 'Term', and other relevant terms

4. Assignment of Copyright: Clear statement of copyright transfer, specifying the works being assigned and the scope of the assignment

5. Grant of License: Details of any licenses granted, including scope, territory, and whether exclusive or non-exclusive

6. Moral Rights: Waiver of moral rights to the extent permitted by law, as moral rights cannot be assigned under Canadian law

7. Consideration: Details of payment or other consideration for the assignment and/or license

8. Warranties and Representations: Warranties regarding ownership, right to assign/license, non-infringement, and no conflicting agreements

9. Registration and Further Assurances: Obligations to assist with copyright registration and execute additional documents if needed

10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

11. General Provisions: Standard clauses including governing law, entire agreement, amendments, and notices