Copyright Assignment

This Copyright Assignment (the “Assignment”) is made and effective as of between , a located at (the “Assignor”), and Galaxy Holdings, a TX LLC located at (the “Assignee”). The Assignor and the Assignee are each a “Party” and together the “Parties.”

1. Recitals

The Assignor is the author or owner of the copyright in the work described below and wishes to assign that copyright to the Assignee, which wishes to acquire it, on the terms of this Assignment.

2. The Work

The work assigned under this Assignment (the “Work”) is described as follows, together with all copyrightable elements, versions, derivatives, and registrations:

3. Assignment of Copyright

For the consideration described in Section 4, the Assignor hereby irrevocably sells, assigns, transfers, and conveys to the Assignee, its successors and assigns, the entire right, title, and interest, throughout the world and for the full term of copyright and all renewals and extensions, in and to: (a) the Work and the copyright therein, including all rights under 17 U.S.C. § 106 to reproduce, prepare derivative works, distribute, perform, and display the Work; (b) the registration identified in Section 2 and all applications and registrations relating to the Work; (c) all rights to register, renew, and extend the copyright; and (d) all causes of action, claims, and rights to sue and recover damages for past, present, and future infringement, including the right to retain all proceeds.

4. Consideration

In consideration of this Assignment, the Assignee shall pay or deliver to the Assignor . The Assignor acknowledges the receipt and sufficiency of this consideration, the adequacy of which is conclusively presumed for purposes of this Assignment.

5. Moral Rights and Waiver

To the maximum extent permitted by applicable law, the Assignor irrevocably waives, and agrees not to assert against the Assignee or its licensees, any moral rights, droit moral, rights of attribution and integrity, and similar rights in the Work, including any rights under the Visual Artists Rights Act (17 U.S.C. § 106A) to the extent applicable. Where such rights cannot be waived, the Assignor consents to all acts of the Assignee that would otherwise infringe them.

6. Assignor Warranties

The Assignor represents and warrants that: (a) the Work is original to the Assignor and the Assignor is the sole owner of the copyright assigned; (b) the Assignor has full power and authority to make this Assignment; (c) the copyright is free of liens, licenses, and encumbrances except as disclosed in writing to the Assignee; (d) the Assignor has not previously assigned or granted any conflicting right in the Work; and (e) to the Assignor’s knowledge, the Work does not infringe the copyright or other rights of any third party.

7. Recordation and Further Assurances

The Assignor shall, at the Assignee’s reasonable request and expense, execute and deliver all further documents and take all further acts reasonably necessary to perfect, record, and enforce the Assignee’s ownership, including documents suitable for recordation of this transfer with the United States Copyright Office under 17 U.S.C. § 205 and with any corresponding foreign authority. The Assignor appoints the Assignee as its attorney-in-fact, coupled with an interest, solely to execute such recordation documents if the Assignor fails to do so within a reasonable time after written request.

8. Governing Law

This Assignment is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules, and by applicable U.S. federal copyright law. This Assignment is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.

Assignee — Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

Assignor —

 

Name:
Title:
Date: