• Manojna Yeluri

Contract Clauses Clarified: The problem with 'In perpetuity'

In every contract, there are certain words and phrases that we’re trained to be wary of.

Words and language that seem rather important but sufficiently convoluted and technical, wreaking havoc on most of our sensibilities (and hair lines).

Then there are the not so obvious ones – the words and phrases that seem innocuous enough, but often pose a much bigger threat than we expected.

Phrases like “in perpetuity” or “for the term of the copyright”.

Sign the dotted lines on agreements with these words, with much care and caution else you might find yourself stuck in a sticky situation for a long time.

Let’s dive in

As one might guess from a plain reading of these phrases, both “in perpetuity” and “for the term of the copyright” refer to some aspect of the time or duration of something in a contract. In the context of contracts in the entertainment, media or creative economy, they’re most likely to be used in connection with the transfer, assignment or licensing of specific rights over a specific work or body of works.

So in other words, you’re most likely to find these phrases in contract clauses that refer to the grant or use of intellectual property rights.

To help you with some context, a copyright is a right of ownership that is granted over an original literary, artistic, musical, dramatic or cinematographic work, for a limited period of time. The duration of copyright protection varies depending on the country or jurisdiction of the contract – In India, it starts from 60 years from the date of publication, the United States of America, 95 years from the date of publication (It’s important to remember that the duration depends on both the country as well as the kind of work it is).

So in other words, ownership over a copyright is limited to a fixed number of years. After that, you no longer have exclusive control over it (because it becomes a part of Public Domain).

So what seems to be the problem?

If you’re a creator, publishing an original piece of music or art and are entering into an agreement with a company that wants to help you monetize, distribute and/or reproduce your work, you’re going to have to grant them some rights. For instance, if you’re looking to get signed on by a label or media house because you want them to help you spread the word about your work and help you make money, you’re going to have to sign over some rights.

Now if you look closely, the clauses will try and describe the kind and extent of rights you’ll be signing over, along with explicit mention of how long you’re going to be signing them over.

And that’s where “in perpetuity” and “for the term of the copyright” make their unwitting appearances.

Pro Tip

If you’re looking to work with a label, media house or any similar company, you have to make sure that you’re retaining the larger piece of the pie. That means, making sure you keep the rights for the mediums and the usage you want to yourself, and for as long as you want. The idea is to make sure that you’re not giving away all your rights forever or for the term of the copyright, which is honestly as good as forever.

So be careful and stay sharp when you’re reading those contracts, and make sure you’re not caught up in an engagement that’s for all eternity.

Photo by Daniele Levis Pelusi on Unsplash