COPYRIGHT ASSIGNMENT AGREEMENT
This “Copyright Assignment Agreement” (hereinafter referred to as the “Agreement”) is
made and entered into as of 1st January 2025 (“Effective Date”),
BY AND BETWEEN
Zydus Wellness Limited, a firm incorporated under the Companies Act, 2013 with its
registered office at Corporate Park, SG Highway, Ahmedabad, Gujarat, India (hereinafter
referred to as the “Assignee” which expression shall include its successors and permitted
assignees).
Ramya Reprographic Private Limited, a private packaging Company incorporated on 30 July
1997 under the Companies Act, 1956, with its registered office at Plot No. 123, Industrial
Area, Sector 45, Gurugram, Haryana, India (hereinafter referred to as “Assignor” which
expression shall include its successors and permitted assignees).
AND
Harsh Gupta, an employee of Ramya Reprographic Private Limited, with Ramya
Reprographic Private Limited, Plot No. 123, Industrial Area, Sector 45, Gurugram, Haryana,
India (hereinafter referred to as the “Author” which expression shall include its successors
and permitted assignees).
The above-mentioned parties are individually referred to as a “Party” and collectively as the
“Parties.”
RECITALS
WHEREAS, the assignee had engaged the assignor to design and produce primary packaging
materials for the Assignee's products, including but not limited to designs, artwork, packaging
concepts, and related materials;
WHEREAS, in connection with this engagement, the assignor and its employee(s) have
created certain original works (the “Works”), as further described below, for use by the
assignee in the branding, marketing, and distribution of its products;
WHEREAS, the assignee requires full ownership of the copyright in the Works under the
Copyright Act,1957 to use, modify, and distribute the Works, including the right to sublicense
the same for commercial purposes and to protect the assignee's exclusive rights in these
materials;
NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
1.1. Agreement shall mean this agreement executed between the Parties, along with its
schedules, annexures, and exhibits, if any, and all instruments supplemental to or
amending, modifying, or confirming this agreement under the provisions of this
agreement, if any, in each case as they may be supplemented or amended from time
to time.
1.2. Applicable law shall mean all laws, bye-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions, judgments, decrees, or
other requirements or official directives of any governmental authority or person
acting under the authority of any governmental authority, including Copyright Act,
1957, either in force or which may come into force at any time in the future.
1.3. Assignment shall mean the legal transfer of ownership of the Copyright in the Works
by the Assignor (and Author, where applicable) to the Assignee, including all
associated rights, title, and interest, as provided under the Copyright Act,1957.
1.4. Business Day shall mean any day excluding a Saturday, Sunday, or an official public
holiday in India.
1.5. Confidential Information shall mean any information, specifications, data, operating
manuals, market information, know-how, designs, formulas, ideas, operating
procedures, business details, financial information & techniques which are identified
& marked as Confidential Information by the parties.
1.6. Consideration shall mean monetary remuneration and compensation given by the
Assignee to the Assignor and Author as consideration for the Copyright assignment,
as stipulated in Clause 4 of this Agreement.
1.7. Copyright shall mean all rights granted under the Copyright Act, of 1957, including
but not limited to the right to reproduce, distribute, adapt, perform, and display the
Works in any medium or format.
1.8. Intellectual property shall mean all copyrights, trademarks, service marks, patents,
designs, trade secrets, and semi-conductor topography rights whether registered or
pending registration belonging to either party.
1.9. Moral Rights shall mean rights of attribution and integrity as recognized under
Section 57 of the Copyright Act, 1957, or any analogous provisions under applicable
laws.
1.10. Works shall mean all original designs, packaging concepts, specifications, programs,
artwork, and any other creative or intellectual outputs specifically related to the
primary packaging of products of the assignee, as further detailed in Schedule A of
this Agreement.
2. ASSIGNMENT OF COPYRIGHT
2.1. Assignment of Copyright
The Assignor and Author hereby assign, transfer, and convey all rights, titles, and
interests in the Works to the Assignee, free from claims or encumbrances, without
limits on territory, language, duration, or future copyright extensions, including but
not limited to:
2.1.1. The exclusive right to reproduce, distribute, display, and perform the Works in
any format or medium;
2.1.2. The exclusive right to create derivative works based on the Works; and
2.1.3. The right to sublicense or transfer these rights to third parties at the Assignee's
discretion.
2.2. Provided that:
2.2.1. The assignment shall be full and for the whole copyright term.
2.2.2. The assignment shall extend to all media, means of exploitation, and
technologies, now known or later developed, without requiring further consent
by the assignor, and such copyright shall remain valid notwithstanding any
technology change.
3. Moral Rights Waiver
3.1. The Author waives all moral rights in the Works, including the right to attribution,
objection to modifications, and right to object to derogatory treatment of the Works,
to the extent permitted under applicable law, so that the Assignee can use and adapt
the Works without further approval.
4. Duration of Assignment
4.1. The assignment shall be valid for a period of up to ten years from the date of
execution of this Agreement unless otherwise mutually agreed upon by the Parties in
writing. On the expiration of this period, the assignment may be renewed or
extended as agreed by the Parties.
5. Rights Transferred
The rights mentioned herein below are assigned to the Assignee for the period of this
Agreement include, but not limited to:
5.1. Rights to Reproduction: The rights to reproduce the Works in whatever quantities
for business purposes, marketing purposes, and distributing purposes.
5.2. Distribution Rights: the right to distribute the Works in any format and on any kind
of carrier including but not limited to print and electronic carriers
5.3. Modification Rights: the right to adapt, modify, or change the Works to comply
with the intended use described by this Agreement.
5.4. Public Display Rights: the right to display the Works publicly, either as a product
package element or as a promotional element that complements products.
5.5. Rights to Communicate Works: The rights to communicate the Works to the public
through any medium or technology, known now or developed in the future.
5.6. Any other rights as mutually agreed between the parties.
6. Territorial Scope
6.1. The rights conferred by this Assignment shall be granted worldwide and,
accordingly, Assignee may distribute the Works so assigned anywhere, without any
geographical restriction.
7. REPRESENTATIONS AND WARRANTIES
7.1. Inventorship and Ownership
The Assignor and Author jointly warrant that
7.1.1. Originality: The Works are original and do not violate any third parties'
intellectual property.
7.1.2. No existing Claims: The Assignor and Contributor represent and warrant that
they have no other agreements, licenses, or encumbrances existing that
may conflict with this Agreement. It is declared that the Assignor holds all
rights to complete the assignment for the Assignee, and they have no previous
agreements or licenses in conflict.
7.2. Scope of Employment and Assignment of Copyright
The Author and assignor confirm that the Works were created within the scope of
their employment and that they hold no independent copyright. The Author fully
consents to the transfer of all rights to the Assignee.
7.3. Exclusivity of Copyright
The Assignor hereby warrants and represents that the copyright being assigned
hereunder is the sole and exclusive creation of the Assignor and does not infringe
upon the rights of any third party. The Assignor further confirms that no other
individual or entity holds any claim, interest, or right in the copyright being
assigned.
7.4. Cooperation
The Author commits to supporting the assignee by taking any necessary actions,
including executing additional documents, to facilitate the copyright transfer and
safeguard the assignee's rights in the Works.
8. TERM OF COPYRIGHT
8.1. The copyright assigned under this Agreement shall subsist and remain in force for
the entire term of the copyright agreement.
9. CONSIDERATION
For and in consideration of the assignment, the Assignee shall:
9.1. Pay the Assignor a one-time fee of Rs. 500,000; payable by cheque at the time of
entering into this agreement, and any delay in the same would make the assignee
liable to an interest of 10% per annum from the unpaid sum.
9.2. Confirm that the Author's remuneration for the Works forms part of his employment
with the Assignor.
10. NO ROYALTIES OR FUTURE CLAIMS
It is agreed between the Author and the assignor that they shall have no claim to royalties or
any other future compensation arising from the use or exploitation of the Works by the
Assignee except as expressly provided in this Agreement or the related services agreement.
11. TERMINATION
11.1. This copyright assignment is absolute. It shall remain in effect for an infinite period,
and the rights assigned under this Agreement shall not lapse or revert to the assignor,
irrespective of whether the assignee exercises such rights within any specific
timeframe.
11.2. Termination Effects: Upon termination, the Assignor and Author shall immediately
transfer all pending deliverables to the Assignee, and any outstanding payment
obligations shall be settled promptly. All rights and obligations concerning
confidentiality, indemnification, and dispute resolution shall survive termination.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. This Agreement shall be governed by and interpreted following the laws of India. In
the event of any dispute arising from this Agreement, the parties agree to resolve the
matter through mediation, with the jurisdiction for such mediation being the place of
business of the assignor.
13. INDEMNIFICATION
13.1. The Assignor and Author shall indemnify, defend, and hold harmless the Assignee,
its affiliates, officers, employees, and agents from any claims, damages, liabilities, or
expenses (including reasonable attorney's fees) arising from:
13.1.1. Breach of warranties or representations regarding the originality and
ownership of the Works;
13.1.2. Infringement of third-party intellectual property rights in connection with the
Works; and
13.1.3. Breach of confidentiality obligations or gross negligence by the Assignor or
Author.
13.2. The Assignee shall give prompt notice of any claim, the Assignor and Author shall
assume the defense at their own expense, and the Assignee shall cooperate fully with
the same.
14. MODIFICATION
Any change or alteration to this Agreement is only effective if in writing and signed by all
parties. No waiver or amendment of any provision is binding unless executed in a written
instrument referring explicitly to this Agreement and signed by duly authorized
representatives of the Assignor, Author, and Assignee.
15. FORCE MAJEURE
15.1. No Party shall be liable for any delay or failure to perform its obligations under this
Agreement if such delay or failure is caused by events beyond the reasonable control
of the affected Party, including but not limited to acts of God, natural disasters,
pandemics, war, civil unrest, labor strikes, or government actions.
15.2. The affected Party shall:
15.2.1. Notify the other Parties promptly of the occurrence and estimated duration of
the force majeure event; and
15.2.2. Use reasonable endeavors to mitigate the impact of the Event and resume
performance as soon as practicable.
15.3. If the force majeure event lasts for more than 30 days, any Party may terminate this
Agreement without penalty by giving the other Parties written notice.
16. NOTICES
All notices or other communications required under this Agreement shall be in writing
and delivered by hand, registered post, or email to the respective addresses of the Parties
specified in this Agreement or as otherwise notified in writing.
17. ENTIRE AGREEMENT
This Agreement constitutes the whole understanding between the Parties without duress or
coercion concerning the subject matter and supersedes all prior discussions, agreements, and
understandings, whether oral or written.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed.
SIGNED BY
For and on behalf of Zydus Wellness Ltd.
Name: Mr. Raj Mishra
Title: Head of Operations
Signature: ___________________
Date: 1st January 2025
In the presence of :
Name: Mr. Amit Rai
Title: Legal Associate
Signature: ___________________
For and on behalf of Ramya Reprographic Private Ltd.
Name: Ms. Priya Sharma
Title: Managing Director
Signature: ___________________
Date: 1st January 2025
In the presence of :
Name: Mr. Shailesh Singh
Title: Legal Associate
Signature: ___________________
For and on behalf of Harsh Gupta
Name: Harsh Gupta
Signature: _______________
Date: 1st January 2025
SCHEDULE A (Details of copyrighted work)
Comments:
i. Section 18 deals with assignment of copyright as mentioned in clause 2.
ii. The assignment shall be full and for the whole copyright term as specified under
Section 18(1) of the Act as stated in clause 2.2.1.
iii. According to Section 57 of the Copyright Act, talks about moral rights as in clause 3.
iv. Section 19 - duration of copyright – if nothing is mentioned then 5 years, but here it's
10 years as specified in clause 4.
v. Section 13(1) of the copyright act talks about originality as in clause 7.1.1.
vi. Under Section 13(1) of the copyright act, there are no existing licenses or claims under
the copyright as mentioned in clause 7.2.
vii. Clause 8 talks about the term as mentioned in Section 22.
viii. Section 19(3) of the Copyright Act,1957, talks about consideration as in clause 9.
ix. Section 19 deals with termination as specified in clause 11.
