What should be included in the agreement on purchase rights to the video?

The filming of the video is performed by companies for which videos are their main business, or one of them. The creator has the rights to the video, although the customer will use it. Hence it is necessary to conclude an agreement. Along with the license agreement, which contains restrictions, there is also a contract for the alienation of rights. That means the "sale" of the video.

Table of Content:

What rights are subject to transfer under agreement on purchase of rights to the video

A video refers to audiovisual works, i.e., the same as works of literature or art. It will be protected by copyrights. Among the copyrights, an exclusive right is significant, as it determines the use of work by thurd parties. Therefore, buying the rights to a video, a person acquires the exclusive right to such a video.

Although copyrights arise with the entire team who worked on the creation of the video (director, screenwriter, composer), the exclusive right arise with the video creator, such as producer. Therefore, the agreement on alienation of the exclusive right will be concluded with him.

Since a video is an audiovisual work, its parts are connected and some of them cannot be used separately from the video content itself. For example, the director cannot sell the exclusive right only to the object he created, as it cannot be used independently without the entire audiovisual work (Case No. A40-226318/2015).

What should be prescribed in the agreement on purchase of rights to the video

The absence of restrictions is a feature of an agreement on the alienation of an exclusive right. If there are any restrictions on the terms, territory or methods of use, the agreement will be recognized as a license agreement (37 of the Resolution of the Plenum of the Supreme Court of the Russian Federation from 23.04.2019 № 10). Therefore, if your goal is the full transfer of the exclusive right, any restrictions should be removed from the agreement.

Then the amount of remuneration and how it will be paid should be determined. The agreement on the alienation of the exclusive right between commercial organizations can only be on compensation basis. The Civil Code provides several options:

  • Fixed payments: one-time or periodic;
  • Percentage deductions from income.

If there is no procedure for determining remuneration, the contract will be considered unconcluded. However, this does not mean that it is necessary to prescribe remuneration for each video, the following cases are exceptions:

  • Exclusive rights to several objects are transferred simultaneously. In this case, you may indicate the total value of all videos without specifying the price of every video (Case No. A40-141009/2012);
  • A mixed agreement includes elements of different types of agreement. One of them might be the agreement on the alienation of exclusive rights. It is permissible to indicate the total price and not to provide for remuneration specifically for the video (Case No. A40-196239/2016).

If license agreements have been concluded in relation to the video, they remain valid despite the alienation. 

The form of video rights purchase agreement

The written form for this contract is mandatory, otherwise the contract will be declared invalid.

Failure to execute a video rights purchase agreement

If the acquirer of an exclusive right fails to pay remuneration and the rights have not been transferred, it is possible to demand termination of the agreement and compensation for damages. If the rights have already been transferred to the acquirer, but no remuneration has been received, the rightholder may demand the return of the exclusive right (clause 5, Article 1234 of the Civil Code).

By purchasing a video, you acquire an exclusive right to an audiovisual work. An analysis of the legislation shows that there are few requirements for such agreement, but non-compliance with them may result in contract invalidation. First and foremost, such conditions include remuneration. If you still have questions, contact the lawyers of A4 Law Firm.


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