What a Reversion Clause Actually Protects
Why silence isn’t neutral for rights reversion
Most publishing or licensing deals provide for the publisher or licensee to use the work for a specific purpose and for a certain amount of time without transferring the author’s copyright to the work—which typically lasts for the life of the author plus 70 years.
For example, an author signing a publishing agreement grants a license to a publisher to use the full body of work, and associated artwork if any, for the exclusive ability to package it, sell it, market it, and profit off of it—while maintaining the initial copyright to the work.
A visual artist or musician might grant a similar license, like allowing a gallery to sell prints of an image or permitting a company to use a song in an advertisement. That license would be limited to a defined term or purpose and, importantly, not transfer the artist’s ownership of the underlying work itself to the licensee.
In all these cases, it is important that the license limits both what the other party can do and how long they can do it for. A good license also explains what happens after that window closes. Fundamental to these licensing agreements is a small but mighty clause known as a Reversion Clause.
Rights reversion is important for many reasons that deal with an artist’s ability to change or resell their work. For example, if you sign a deal with a publisher or licensee that is silent on rights reversion, that is often considered an indefinite transfer of your rights. This means that even if you complete the work according to the licensee’s specifications, they control the production and marketing of it for decades to come—even if they never do a single thing with it.
Even if the licensee does publish the work, silence on rights reversion limits your options in the future to increase the availability of your work. If you do not have a rights reversion clause and the contract is silent, you may be prohibited from options like creating a digital edition of your work, re-releasing a print edition, increasing the distribution methods, or making the work available under an open-access license.
A right of reversion permits authors, artists, and musicians to work with their publishers or licensees to regain rights in their work under certain conditions—namely, the length of time a licensee may retain the rights to the work, or the specific use of the work. Under U.S. Copyright Law, you may also be able to gain a reversion if certain conditions aren’t met or even if your contract is silent on the matter—but it may not be for a long time, generally around 35 years after the rights were granted for agreements signed today. Working with an experienced attorney will help you figure out your options.
If your licensee or publisher agrees to a reversion or sends you a rights reversion letter, there are several steps you will need to take to ensure that your rights are acknowledged—and a good attorney can help you draft a provision upfront that codifies your rights to obtain these materials. You will need to obtain the physical materials and any intellectual property rights you’ll need to re-print your work (like digital design files or art files), track ongoing obligations related to royalty payments or other ongoing sales or licenses, and understand whether there are any outstanding licenses to the work are still in place.
For example, if a publisher has licensed translation rights to another publisher, it is important to determine whether that right survives the reversion, or whether the reversion is subject to an exclusive license made to the translating publisher. Or, if a gallery has licensed publishing rights to an advertiser to include an image in a catalogue as part of an advertising campaign, it is important for the artist to understand the terms of that sublicense when the artist’s rights revert.
A contract that is silent on this point will be governed by statute, which generally limits which existing sublicenses survive termination. Again, working with an attorney, such as with Expand Law, will help you make sure that these decisions are codified upfront to reduce the headache down the line
After reversion, authors and artists may also consider purchasing your publisher’s or gallery’s remaining inventory, or whether your contract allowed for that. Even if you do not or cannot purchase, determining the inventory in the licensee’s possession will help you make decisions about re-publication as well as retain your rights to royalties for the inventory still in the licensee’s possession.
Finally, you should consider updating the records with the U.S. Copyright Office, clarifying the new ownership information for the body of work. This establishes a public record of your new ownership rights, making it easier for people to find accurate information about the ownership status and allowing them to contact you in the event they are interested in obtaining permissions or a license for your work.
Expand Law maintains an active blog which provides general legal information. Under no circumstances shall reviewing this blog constitute legal advice. If you are looking for legal advice specific to your issue, please contact lindsey@expandlawpllc.com for a free consultation.
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