This Agreement is made on [date] between Eric Goldman and [name]


1.                  Overview.  The parties are jointly contributing to the creation of a copyrightable work ______ (the “Work”).  The parties expect that the Work will be characterized as a joint work of authorship under US Copyright law.


2.                  Rights.  The parties desire to restate or override default copyright law regarding the Work in the following ways:


a.                   Either party may freely (1) reproduce, distribute, display and perform the Work in any media now known or hereafter known, and (2) grant to one or more third parties a nonexclusive, sublicenseable (through multiple tiers) license to reproduce, distribute (through multiple tiers), display and perform the Work in any media now known or hereafter known.  Both parties’ names shall be associated with the Work unless a party requests his/her name be removed.


b.                   Either party may freely (1) create derivative works of the Work, and (2) grant to third parties a nonexclusive license to create derivative works of the Work or exercise any of the rights contemplated in Section 2(a).  However, a party that does not have editorial control over the final derivative version of the Work may require that their name not be associated with the modified Work.


c.                   Either party may exercise any of the rights in Sections 2(a) and (b) without any need for consent from the other party and without any liability for wasting the Work.  If a party chooses, any third party license grants to the Work may be perpetual, irrevocable and royalty-free.  Further, the licensor shall not owe the other party any royalty share or otherwise have any duty to account for or share consideration received from a license of the Work.


d.                   Exclusive licenses of the Work shall require both parties’ consent. 


e.                   Either party may assign its rights to the Work, and its rights under this Agreement, freely and without the need for consent; however, this Agreement shall continue to apply to the Work.


f.                    The parties shall cooperate on any effort to register the copyright in the Work or in any enforcement action for infringement of the Work.  Thus, neither party shall undertake such activities without consent from the other party.


g.                   To the extent that a party lacks legal capacity to consent or is dead, then such consent is not required.


3.                  General.  This Agreement is the entire and exclusive agreement of the parties with respect to its subject matter.  However, this Agreement is superseded by any mutual agreement of the parties to license or assign ownership in the Work to a third party.  This Agreement shall be governed by California law excluding its choice of law principles.  If a portion of this Agreement is unenforceable, the parties desire to replace that portion with a provision that most closely facilitates their intent, and the remainder of the Agreement shall continue to be enforced.




Eric Goldman                                                                [Name]