VIC Property Rights - Clarification of Deed with Organisation?

Australia's #1 for Law
Join 150,000 Australians every month. Ask a question, respond to a question and better understand the law today!
FREE - Join Now

CraigCraig

Member
5 February 2018
2
0
1
I’ve been doing some voluntary work recently in Victoria. The organisation that I’ve been assisting sent me the below “Deed” recently by email. I have currently not acknowledged it as I believe even just acknowledging the Deed by reply could mean that I agree with it in its entirety.

My question revolves around items 11, 12 and 13. I don’t really understand what they mean and their implications.

As far as I’m concerned, I’m just happy to assist this organisation where I can, and when I can, and this organisation can choose to, or not choose to, use my original works freely without restriction. I’m actually happy to provide a simple statement like that to the organisation rather than get into the formalities of a Deed, etc.

In the Deed below, I’ve removed my name and the organisation name (replacing it with “Organisation Name”).

Any assistance or clarification appreciated in particular with items 11, 12 and 13.

Thank you.



LICENSING DEED


Purpose of the Deed:


This Deed sets out the terms on which you permit Organisation Name to license your Work. If there is more than one author of the Work, the terms of the Deed apply to you both separately and together.


Terms of Deed

1 - Which "Work"?


In this Deed, the "Work" means the contributions of You to Organisation Name. Specifically, but not limited to, design and other design work.


2 - How long does this Deed last for?

This Deed starts on the day that it is agreed to by you. It finishes when it is terminated by you. However, some obligations will continue even after termination (see clause 9).


3 - What licence are you giving Organisation Name?

You grant the Organisation Name a non-exclusive, world-wide, royalty free and perpetual licence to:

(a) reproduce the Work, use, publish the Work and communicate the Work to the public;

(b) make minor adaptations to the Work (and reproduce, publish and communicate to the public such adapted Work);

(c) use abstracts of the Work for any purpose and in any manner (including, but not limited to, advertising and indexing); and

(d) sub-license the Organisation Name's rights under this Deed to others.


4 - What will you get?

The Organisation Name has no obligation to use or publish your Work.

You will be acknowledged as the author of the Work if it is reproduced by the Organisation Name on our web site upon request.

You will get no royalties or fees from the Organisation Name or anyone else for the grant under this Deed. If any royalties or fees are payable for the Work, they will belong to the Organisation Name.


5 - What do you warrant?

You warrant that:

(a) you own copyright in the Work except where granted to the Organisation Name in this Deed or as provided below;

(b) if you have used another person's copyright work in your Work, you have obtained their written permission to do so and to sub-licence that copyright for the purposes of this Deed (and if this is the case, you agree that you will provide the Organisation Name with a copy of this permission);

(c) the licence granted in this Deed and the use of the Work as contemplated by this Deed will not breach any person's intellectual property rights;

(d) the Work has not previously been published or submitted for use and will not be published or submitted for use before it is published by the Organisation Name;

(e) to the best of your knowledge, the Work does not contain anything which is false, defamatory, unlawful, misleading or deceptive.


6 - Who owns copyright?

You own copyright in the Work. If there is any separate copyright in any published version of the Work, this is owned by the Organisation Name.


7 - Can this Deed be changed or a right waived?

A term of, or a right granted by, this Deed cannot be waived or changed except in writing signed by both parties.


8 - When does this Deed end?

This Deed continues until it is terminated by you. You can terminate the Deed by giving the Organisation Name 180 days' written notice. However, upon termination, the Organisation Name still retains the rights set out in clause 9.


9 - What rights or obligations continue after this agreement is terminated?

After this Deed is terminated:

(a) the Organisation Name may not make any new use of your Work except as set out in this clause 9(b) and clause 3(e);

(b) the Organisation Name may publish the Work after termination if it is obliged under an agreement with another party to do so;

(c) the Organisation Name may publish the Work after termination if it has already made preparations for publication of the Work and to not publish the Work would cause the Organisation Name loss or damage of any kind; and

(d) the Organisation Name retains all of its rights in respect of any use already made of the Work including any sub-licensing of the Work.


10 - What happens if a term is invalid?

If a term is invalid or illegal, it can be deleted from the Deed without affecting the validity of any other term of the Deed.


11 - What if you breach the Deed?

You acknowledge that if you breach a term of this Deed, monetary damages may be an insufficient remedy and that, in addition to any other remedy available, the Organisation Name is entitled to injunctive relief to prevent you breaching this Deed and to compel you to specifically perform your obligations.


12 - Indemnity

You indemnify the Organisation Name against all costs, losses or damages that may be incurred by the Organisation Name as a direct or indirect result of your breach of this Deed.


13 - Governing law

The law of Victoria applies to this Deed. You agree that if there is any dispute in connection with this Deed, you will agree to a Victorian court hearing the matter.


Executed as a Deed by return Email.


.
 

Rod

Lawyer
LawConnect (LawTap) Verified
27 May 2014
7,726
1,056
2,894
www.hutchinsonlegal.com.au
Simply acknowledging you received the deed is not the same as accepting the Deed.

Hard to interpret the Deed without knowing the nature of the 'work'. I'll assume you are doing graphic design for this exercise.

11. If you stuff up, they can ask the court to order you to fix the stuff up (eg no walking away till fixed). Doesn't always work that way, but often thrown in 'just in case'.

12. Example: If you take someone's copyright/IP and use it, the other party can sue both you and the Organisation. However you agree to pay all the Organisation's costs for your misuse of copyright/IP.

13. If there any disputes and one party wants to go to court, they must use the appropriate Victorian Court
 
  • Like
Reactions: CraigCraig

Rob Legat - SBPL

Lawyer
LawConnect (LawTap) Verified
16 February 2017
2,452
514
2,894
Gold Coast, Queensland
lawtap.com
I wouldn't be signing that. Not just for 11, 12, and 13 - but also for at least 3, 8 and 9 on a cursory reading.
 
  • Like
Reactions: CraigCraig

Rod

Lawyer
LawConnect (LawTap) Verified
27 May 2014
7,726
1,056
2,894
www.hutchinsonlegal.com.au
Without knowing the nature of the work and type of organisation it is hard to know what is best.

I can understand why an organisation wants to protect itself and only you know how much of risk you and they will be taking.

I'd be investigating use of one of the different flavours of a creative commons licence.

While I understand where Rob is coming from, I'm curious to know what warranties/guaranties/indemnities are suitable if the above Deed is not?
 
  • Like
Reactions: CraigCraig

CraigCraig

Member
5 February 2018
2
0
1
Rod and Rob Legat - SBPL, appreciate your comments very much. The work is varied from original graphics, web and copy, to some research in a non profit advocacy group.