I own 100% copyright to some songs, both sound recording and underlying music composition/lyrics. I am thinking about selling the copyright outright, meaning NOT licensing deals, but really selling the entire copyright for lump sum cash.
Here is my question: I've been looking at sample contracts. It seems that the buyer would want warrantee that everything is original and not infringing on other's rights and that I will be responsible if any of my copyright in the future should be sued for infringement. But that is unfair. I can guarantee those are my original works, and no sampling from any artist. BUT, no way I can guarantee that some accidental similarity exists between my songs and other's songs, and I especially should not be liable for any future lawsuits if someone choose to file a frivolous lawsuits against my work. Is it possible to negotiate a clause to say that "While my work is original, I am not responsible for how the buyer wants to use the copyrights and for any damage that my copyrights may cause in the future. It is the buyer's responsibility to make sure that the use of my work does not infringe on other's rights"...something like that? Of course I will hire a lawyer to draft contracts but just want to know it is actually possible. Thanks.
3 Answers from Attorneys
It is certainly possible to change the warranties in the type of contract you suggest. The question is whether the buyer of the copyright will accept those modified warranties. You are smart to get a lawyer's advice here.
Sure. Warranties are negotiable.
You are free to revise or write a contract limiting or eliminating warranties to the extent you feel necessary. However, it would be advisable to have a lawyer experienced in intellectual property law word the revisions, with your input and assistance. In addition, limiting warranties well beyond what's customary will wave a red flag, and probably result in buyer caution and scaring some away entirely, and others not willing to pay much. It's a business decision as much as a legal question -- how much risk will you accept for a greater reward?
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