Copyright Ownership and Chain-of-Title Checklist: Assignments, Work-for-Hire, and Termination Windows

By Casey Scott McKay · 2024-12-31

This checklist runs a copyright portfolio from an unexamined pile of files to a title package a buyer or lender will accept, in eleven phases. It builds the works register from accounts payable rather than the contracts database, names the human author behind every asset, and classifies each creator as employee, commissioned contractor, joint author, or third-party licensor using the Reid and Aymes factors and the nine enumerated categories of 17 U.S.C. Section 101. It then papers the transfers with present-tense conveying language and confirmatory assignments, audits the third-party stock, font, open-source, and machine-generated material buried inside deliverables, and sequences registration before recordation so that Section 205(c) constructive notice actually attaches and the one-month Section 205(d) priority clock is met. The back half calculates every termination window under Sections 203 and 304(c)-(d), assembles the statutory successors who together hold more than one-half of the termination interest, and drafts, serves, and records a notice that satisfies 37 C.F.R. Section 201.10 in all three of its independently fatal steps. It closes with the closing binder, the intellectual property representations, and the termination disclosure schedule. Two matters are carried throughout: a Providence software company repairing its title before a Series B, and an illustrator recapturing a 1992 grant.

IP and Technology > Copyright | Checklist | Published 31 December 2024 - Updated 4 February 2026 | Casey Scott McKay - marksy.us

Summary. This is the working pass that takes a copyright portfolio from an unexamined pile of files to a title package a buyer or a lender will accept. Eleven phases: build the register from accounts payable rather than the contracts database; name the human behind every asset; classify each creator as employee, commissioned contractor, joint author, or licensor; paper the transfers in present tense; audit the stock, fonts, open source, and generated material buried inside the deliverables; register before you record so that § 205(c) constructive notice attaches and the one-month § 205(d) clock is met; calculate every termination window under §§ 203 and 304(c)-(d); assemble the successors who hold more than half the termination interest; and draft, serve, and record a notice that survives all three independently fatal steps of 37 C.F.R. § 201.10. It ends with the closing binder and the disclosure schedule. Two matters run through it: a Providence software company repairing its title before a Series B, and an illustrator recapturing a 1992 grant.

Keywords: copyright chain of title · work made for hire audit · section 204(a) writing · present assignment · confirmatory assignment · nine enumerated categories · section 205 recordation · constructive notice · section 203 termination window · section 304(c) termination · 37 cfr 201.10 · notice of termination service · termination interest majority · derivative works exception · transfer statement · open source audit · third-party materials schedule · copyright due diligence · joint authorship agreement · loan-out company grant

What this checklist is for

Use it to audit and repair the copyright chain of title in a company's portfolio, and to calculate and exercise — or defeat — a statutory termination. It is the operational form of two companion documents: the doctrine is in Who Owns the Work, and the drafting, filing, and fee mechanics are in Transfers, Licenses, and Termination Rights. Nothing below re-teaches either. If you are unsure whether the logo your contractor delivered is a work made for hire, read the article first. It is not.

Who should use it. In-house counsel preparing for a financing or a sale; outside counsel running buy-side IP diligence; a solo or small firm cleaning up a founder-stage portfolio; an author's counsel calculating and serving a § 203 notice; and a grantee's counsel auditing one that just arrived.

What you need before you start. Read access to the accounts-payable ledger and the payroll/1099 file for the full look-back period; the contracts repository and any e-signature account; administrative access to the source-code repositories and the digital asset manager; the marketing asset library; every registration certificate the company holds; a Copyright Office account for the Public Catalog, the electronic Recordation System, and the registration system; and a docketing tool that will still exist in thirty-five years.

The two matters carried through. Ravensworth Analytics, a Providence software company with 41 employees closing a $28 million Series B, which since 2022 has commissioned 40 product photographs, a logo and brand system, a mobile app, and a marketing site drafted partly with generative tools — and has almost no signed IP paper. Maren Ostrowski, an illustrator who assigned all rights in her picture book Pip the Pangolin to Halcyon Press on 12 June 1992 and wants them back. Ravensworth drives Phases 1 through 7 and 11; Maren drives Phases 8 through 10, because Ravensworth's own earliest termination window does not open until 2059.

| Phase | What it produces | Typical elapsed time | |---|---|---| | 1 | A scoped audit plan and an empty register with the right columns | Half a day | | 2 | Every work matched to the human who made it | 2 days to 3 weeks | | 3 | Each creator classified; each defect typed | 3-8 days | | 4 | Executed forward paper and confirmatory assignments | 2-8 weeks | | 5 | A third-party materials schedule and a remediation list | 1-3 weeks | | 6 | Registration certificates or pending applications | 1 day to file; 2-4 months to issue | | 7 | Recorded transfers with a receipt date inside 30 days | 1-2 days to submit | | 8 | A termination docket with five dates per grant | 2-4 days per 500 titles | | 9 | A signature roster exceeding one-half of the interest | 6-12 weeks if the author is deceased | | 10 | A served and recorded notice under 37 C.F.R. § 201.10 | 4-8 hours per work; months per catalogue | | 11 | The closing binder, reps, and disclosure schedules | 1-2 weeks |

Phase 1 — Scope the audit and stand up the register

[ ] Write a one-paragraph scope memo naming the entity, the look-back start date, the asset classes in and out, and the deliverable — and have the client approve it in writing before you touch a system.
- Why. "Audit our IP" has no end state. "Every work of authorship first fixed on or after 1 January 2022 that appears in a shipped product, the marketing site, or the brand system" does.
[ ] Route the audit through counsel and label the register and all interview notes as privileged work product prepared in anticipation of a financing.
- Trap. An unprivileged spreadsheet titled "Copyright Gaps" is a discovery exhibit in the infringement case you have not been sued in yet.
[ ] Create the register with these columns and no others at first pass: Work ID; title; asset class; date first fixed; date first published; every human contributor; employment status at creation; contract on file (Y/N); conveying verb used; § 101 category fit; registration number; recordation volume/document number; third-party content (Y/N); termination window open date.
[ ] Set a cut-off date and freeze it. Works created after the cut-off go on the forward-paper process in Phase 4, not into the audit.

Practice tip. Number the works before you populate the rows. A work ID that survives a title change (RAV-2024-BRAND-011) is what lets the registration certificate, the assignment, the recordation, and the disclosure schedule refer to the same thing three years from now.

Phase 2 — Inventory the works and name the human who made each one

[ ] Export the accounts-payable ledger for the full look-back and filter for every payee coded to design, photography, engineering, content, video, translation, or "consulting."
- Why. Contract databases record the relationships someone remembered to paper. Accounts payable records everyone who was actually paid. The gap between the two is the audit.
- Trap. Corporate-card and expense-reimbursement lines hide freelancers who were never onboarded as vendors. Pull those too.
[ ] Export payroll and the 1099 file for the same period, and reconcile every AP payee against it.
[ ] Run git log --format='%an|%ae|%ad|%s' across every repository, including archived ones, and deduplicate authors by email domain.
- Trap. Commit metadata is self-reported and routinely wrong — a contractor committing under a company laptop's configured identity looks like staff. Treat repository authorship as a lead, not a finding.
[ ] Export the digital asset manager and the marketing site's media library, including files replaced or superseded, and capture EXIF creator and copyright fields on every image.
[ ] Search the Copyright Office Public Catalog for every registration naming the company, each predecessor entity, each trading name, and each founder, and pull the recordation index for documents referencing any of them.
- Authority. Registration and recordation records are the only public half of the chain; a searcher's view of your title is exactly what is in them. 17 U.S.C. § 705.
[ ] Interview the two or three people who were present for the earliest work and record the interview notes into the register. Institutional memory is a source; it is also the only source for 2022.
[ ] Flag, in a separate tab, every work with no identifiable human author — scraped assets, "found on the internet," and material generated by a model.

Worked example. Ravensworth's register came out at 213 works and 47 contributors. The contracts repository held 19 agreements. Accounts payable held 31 creative payees. Nine of the twelve extra names had produced something still shipping, including Elin Bardsley, the photographer paid $6,000 in 2023 against nothing but an emailed quote.

Phase 3 — Classify each creator: employment, commission, collaboration

[ ] For every contributor, record the answer to five questions before any other analysis: Was there tax withholding? Were benefits provided? Who supplied the tools? Could the company assign unrelated projects? What skill did the work require?
- Why. These are the factors that decide most cases, and the first four are documented contemporaneously by people with no stake in the copyright.
- Authority. Cmty. for Creative Non-Violence v. Reid, 490 U.S. 730, 751-52 (1989); Aymes v. Bonelli, 980 F.2d 857, 861 (2d Cir. 1992).
[ ] For each employee-created work, apply the three-part scope test — the kind of work hired to perform, substantially within authorized time and space, actuated at least in part to serve the employer — and write one sentence of reasoning into the register.
- Authority. Restatement (Second) of Agency § 228 (1958); U.S. Auto Parts Network, Inc. v. Parts Geek, LLC, 692 F.3d 1009, 1015 (9th Cir. 2012).
- Trap. You cannot contract out of scope of employment. A written agreement that a salaried designer's nights-and-weekends project is "hers" does not make it so; only an express § 201(b) instrument signed by both parties moves ownership, and it does not move authorship, the 95/120-year term, or the absence of a termination right.
[ ] For each contractor deliverable, name which of the nine § 101 categories it fits, or write "none." Do not accept the contract's characterization.
- Authority. Lulirama Ltd. v. Axcess Broad. Servs., Inc., 128 F.3d 872, 878 (5th Cir. 1997) (category membership decided objectively).
- Trap. Logos, standalone photographs, standalone applications, websites, product design, and marketing copy are not on the list. A "work made for hire" recital over any of them is inert.
[ ] Flag every work with two or more substantial contributors and no written allocation as a joint-authorship risk, and check whether anyone outside the company received billing, credit, or decision authority.
- Authority. Childress v. Taylor, 945 F.2d 500, 507-09 (2d Cir. 1991); Aalmuhammed v. Lee, 202 F.3d 1227, 1234 (9th Cir. 2000).
[ ] Read the signature page of every contractor agreement and flag any signed by a personal service corporation rather than the individual.
- Why. It changes who can terminate later, and it tells you whether the entity ever obtained rights from its own people.
- Authority. Waite v. UMG Recordings, Inc., 450 F. Supp. 3d 430, 441-42 (S.D.N.Y. 2020).
[ ] Compare each agreement's execution date against the delivery date and flag anything signed afterward.
- Authority. Schiller & Schmidt, Inc. v. Nordisco Corp., 969 F.2d 410, 412-13 (7th Cir. 1992), against Playboy Enters., Inc. v. Dumas, 53 F.3d 549, 559 (2d Cir. 1995). Audit to Schiller.
[ ] Type every defect using this table, because the fix is determined by the type, not by how bad it feels.

| Finding in the register | Who owns it right now | Action | |---|---|---| | W-2 employee, work squarely in scope, no IP clause | Company, as author, § 201(b) | Confirmatory clause; no urgency | | W-2 employee, work arguably out of scope | Contested | Present assignment now, for stated consideration | | Contractor, deliverable inside the nine, signed pre-creation writing | Company | Nothing; register and record | | Contractor, WFH recital only, deliverable outside the nine | Contractor | Confirmatory present assignment (Phase 4) | | Contractor, no writing at all, work delivered and paid | Contractor, subject to an implied nonexclusive license | Confirmatory assignment; if refused, value the license at zero | | Contract shop with no flow-down from its own freelancers | The freelancer | Direct assignment from the freelancer to the company | | Grant signed by a loan-out entity | The entity, if it ever got rights | Chase the individual's assignment to the entity |

Worked example. Ravensworth's 213 rows produced three deliverables outside the nine categories carrying nothing but a work-for-hire recital or no writing at all — the 2023 photographs, the 2024 logo and brand system, and the 2026 marketing site — plus one subcontractor gap: Two Rivers Interactive in Austin had proper paper of its own for the 2025 mobile app, but had hired the animator Yulia Kravets for the onboarding sequence and never papered her. Four broken links, three of them repairable with the same instrument.

Phase 4 — Paper the transfers

[ ] Search every template you own for "agrees to assign," "shall assign," "will assign," and "shall be the property of," and replace each with "hereby irrevocably assigns."
- Why. A promise to convey leaves title with the creator until someone signs again. A present conveyance does not.
- Authority. Bd. of Trs. of the Leland Stanford Junior Univ. v. Roche Molecular Sys., Inc., 563 U.S. 776 (2011); Omni MedSci, Inc. v. Apple Inc., 7 F.4th 1148, 1154-56 (Fed. Cir. 2021).
- Trap. Procurement systems generate the offending sentence by default. Fix the purchase-order terms themselves, not just the master agreement.
[ ] Add the fallback conveyance to every contractor form: work-made-for-hire recital first, then "to the extent any Deliverable is not a work made for hire, Contractor hereby irrevocably assigns…"
[ ] Delete the work-for-hire recital entirely from California contractor paper unless the deliverable genuinely sits inside the nine categories and the client has been told in writing what the exposure costs.
- Authority. Cal. Lab. Code § 3351.5(c); Cal. Unemp. Ins. Code §§ 621(d), 686 (statutory employee for workers' compensation and unemployment insurance).
[ ] Condition the final invoice on delivery of the signed instrument plus a deliverable acceptance certificate listing each deliverable by title and date.
- Why. Money is the only leverage that survives the end of the relationship.
[ ] Require a subcontractor flow-down clause obliging the contractor to obtain a present assignment from every person who touches a deliverable, on a named exhibit, deliverable on request.
[ ] For each gap identified in Phase 3, send a confirmatory assignment that conveys presently and confirms retroactively as of the original date, recites nominal consideration actually paid, and includes a no-conflicting-grant representation.
- Authority. 17 U.S.C. § 204(a); Eden Toys, Inc. v. Florelee Undergarment Co., 697 F.2d 27, 36 (2d Cir. 1982); Billy-Bob Teeth, Inc. v. Novelty, Inc., 329 F.3d 586, 591-93 (7th Cir. 2003).
- Trap. A writing manufactured after a dispute begins is not a confirmation. Konigsberg Int'l Inc. v. Rice, 16 F.3d 355, 357 (9th Cir. 1994).
[ ] Route confirmatory assignments through the business relationship, not through a lawyer's letterhead, and start the day the gap is found.
[ ] Where the creator is a muralist, sculptor, or fine-art photographer, obtain a Visual Artists Rights Act waiver that specifically identifies the work and the uses waived. A generic sentence is void.
- Authority. 17 U.S.C. § 106A(e)(1).
[ ] Attach the correct state invention-assignment notice exhibit by the employee's work location, and write the routing rule down.
- Authority. Cal. Lab. Code §§ 2870-2872; 765 Ill. Comp. Stat. 1060/2; Wash. Rev. Code § 49.44.140; Del. Code Ann. tit. 19, § 805; Minn. Stat. § 181.78; Utah Code Ann. §§ 34-39-2 to 34-39-3.
- Trap. Sending the California exhibit to a Texas hire hands that employee an argument that the carve-out is a term the employer chose.
[ ] Where two or more people genuinely collaborated, sign a one-page joint-authorship agreement fixing sole or shared authorship, the percentage split, a unanimous-consent requirement for exclusive licenses, and an accounting mechanic.
- Why. Absent agreement, shares are equal regardless of contribution, any co-owner may license nonexclusively without the others, and no co-owner can sue another for infringement. Oddo v. Ries, 743 F.2d 630, 633 (9th Cir. 1984).
[ ] Fold the IP assignment, the return-of-materials obligation, and the trade-secret exit certification into a single offboarding packet, and run it at every departure. The controls side of that packet is in the trade secret protection and departure checklist and the trade secret protection toolkit.

The structural choice behind each of these instruments — moving title versus granting permission — is Assignments vs. Licenses; the executable shell to adapt is the assignment agreement template, and licensing mechanics are in How to Draft a Trademark License Agreement.

Trap. "An exclusive, perpetual, irrevocable, worldwide, royalty-free license to use the Deliverables for any purpose" is not an assignment. The author remains the copyright owner, holds the registration claim, and has started a § 203 clock that buyer's counsel will find.

Phase 5 — Audit third-party content, open source, and generated material

[ ] Demand a Third-Party Materials Schedule from every contractor with these fields populated: component or asset name; version; author or vendor; license name and SPDX identifier; how incorporated (statically linked, dynamically linked, embedded, referenced, modified); and whether modified.
- Why. A representation that the deliverable is "original" is a promise from an entity with no balance sheet. A schedule is data you can act on.
[ ] Run a software composition analysis scan over every shipping repository and produce an SBOM; reconcile it against the contractor's schedule and investigate every discrepancy.
[ ] Triage components by license family and record a disposition for each: permissive (accept, automate the notice file); weak copyleft (accept with a recorded engineering constraint); strong copyleft (consent required, usually replace); network copyleft (treat as excluded); source-available non-OSI (excluded absent written consent); no license (remove and rebuild).
- Authority. Failure to satisfy an open-source license condition is copyright infringement, not merely breach. Jacobsen v. Katzer, 535 F.3d 1373, 1380-82 (Fed. Cir. 2008); cf. MDY Indus., LLC v. Blizzard Entm't, Inc., 629 F.3d 928, 939-41 (9th Cir. 2010).
- Trap. "We only use it internally" answers GPL-2.0 and GPL-3.0. It does not answer AGPL-3.0, which triggers on network use. Ravensworth's model-serving layer was exactly that case, and the component was replaced before signing.
[ ] For every stock image, typeface, template, and music bed, obtain the license itself plus the receipt, and confirm the license is either in the company's name or transferable to it.
- Why. An assignment of a deliverable transfers the contractor's rights and nothing else. A designer's $29 stock license bought in her own name does not travel with the brand deck.
[ ] Identify every deliverable generated in material part by an automated system, record the system and version, and preserve the prompt logs, selection decisions, and editing passes as contemporaneous evidence of human authorship.
- Why. Material without a human author is not copyrightable, so an assignment of it conveys nothing. Document the human layer; price the rest as unprotected.
- Authority. Thaler v. Perlmutter, 687 F. Supp. 3d 140 (D.D.C. 2023); Compendium of U.S. Copyright Office Practices § 313.2 (3d ed.).
[ ] Cross-check that nothing you are about to register claims authorship in generated material without a limitation of claim.

The contract, disclosure, and registration mechanics for generated material are in the AI, Content, and IP Toolkit, the generative AI IP compliance checklist, and Who Owns What the Machine Made. If the worry is the input side rather than the output side, run the fair use risk assessment checklist. For a site or app about to ship, pair this phase with the website and app launch legal checklist.

Phase 6 — Register the works, in the right order

[ ] Register before you record. Constructive notice under § 205(c) requires that the work be registered; recording an assignment for an unregistered work produces an index entry and nothing else.
[ ] Pick the application type per work and record the fee in the budget: Standard Application, $65; Single Application (one work, one author, same claimant, not a work made for hire), $45; group of published or unpublished photographs, up to 750 per claim, $55; group of unpublished works, up to 10 works, $85.
- Authority. 37 C.F.R. §§ 201.3, 202.4(c), (h)-(i). Fees are set by the Register under 17 U.S.C. § 708 and change; verify the current schedule rather than quoting this line.
[ ] Answer the "work made for hire" question on the application from your Phase 3 analysis, not from the contract's label.
- Trap. Naming the company as author on a theory that later fails is an inaccuracy in the registration. Unicolors, Inc. v. H&M Hennes & Mauritz, L.P., 595 U.S. 178 (2022), excuses a good-faith mistake of law under § 411(b), but it is not permission to guess — and since Fourth Estate Pub. Benefit Corp. v. Wall-Street.com, LLC, 586 U.S. 296 (2019), you must hold a registration before you sue.
[ ] Where the claimant is not the author, complete the transfer statement describing how the claimant obtained ownership ("By written agreement").
- Authority. 37 C.F.R. § 202.3(b)(2)(i)(F).
[ ] Complete the limitation of claim — material excluded, new material included — for any work containing preexisting third-party or machine-generated content identified in Phase 5.
[ ] Where a closing date depends on a certificate, request special handling, $800 per claim plus the filing fee, and expect roughly five business days from acceptance.
[ ] Register within three months of first publication wherever you can, to preserve statutory damages and fees against infringements that begin later.
- Authority. 17 U.S.C. § 412.

Application types, deposit requirements, and the group options are worked through in Registering a Copyright and the copyright registration checklist; what the certificate is actually worth is quantified in What Copyright Registration Actually Buys You.

Phase 7 — Record the transfers and win the § 205 race

[ ] Draft a two-page short-form assignment that is complete on its own terms, attaches a schedule of titles and registration numbers, and refers to the principal agreement only for the fact that it exists.
- Why. Recordation is public. Recording the merger agreement publishes the purchase price, the earn-out, and the indemnity caps into a federal database.
[ ] Submit through the Copyright Office's electronic Recordation System, or on paper with Form DCS, the Document Cover Sheet.
[ ] Docket the recordation deadline as one month from execution in the United States, two months if executed abroad, and treat the deadline as the date the Office receives a complete submission in acceptable form — not the date the certificate issues.
- Authority. 17 U.S.C. § 205(c)-(d).
- Trap. An incomplete submission on day 29, missing the fee or an unreadable signature page, is not a recordation. Budget the fee: $95 base for an electronic submission covering one work, $125 on paper, with tiered increments for additional titles. Confirm the schedule at 37 C.F.R. § 201.3.
[ ] Verify the assignor's authority — operating agreement, board consent, or incumbency certificate — and keep the e-signature platform's audit certificate with the instrument.
- Authority. Electronic signatures satisfy § 204(a). 15 U.S.C. § 7001(a).
[ ] Record security interests in registered copyrights with the Copyright Office, and file UCC-1s for unregistered ones. A lender on a content library needs both.
- Authority. In re Peregrine Entm't, Ltd., 116 B.R. 194, 199-204 (C.D. Cal. 1990); In re World Auxiliary Power Co., 303 F.3d 1120, 1128-32 (9th Cir. 2002).
[ ] Get a signed writing for every nonexclusive license even though § 204(a) does not require one — § 205(e) protects only a license "evidenced by a written instrument signed by the owner."
[ ] Search the recordation index one last time before closing to confirm no conflicting transfer was recorded first.

The trademark counterpart, which runs on a different system and a three-month priority rule, is the assignment recordal checklist, with the deal framing in Trademarks in the Deal.

Worked example. Ravensworth registered four works — the brand system, the app, the photograph group, and the marketing site with a limitation of claim excluding generated text — and recorded its three confirmatory assignments plus the direct assignment from Yulia Kravets eleven days after signature, comfortably inside the one-month window.

Phase 8 — Calculate every termination window

[ ] Screen the portfolio on four fields only: Is the grantor a human author? What is the execution date of the grant? Did the grant include the right of publication, and when was the work published? Was the work made for hire?
- Why. Grants by companies are not terminable under § 203, and works made for hire are excluded from both regimes. This eliminates most portfolios in an afternoon.
[ ] Take the execution date from the signature page of the grant, not from the delivery date, the payment date, or the registration date.
- Trap. For a grant executed before the work existed, the Copyright Office treats the creation date as the execution date. 37 C.F.R. § 201.10(f)(1)(ii)(C).
[ ] For each § 203 grant, compute both branches and take the earlier: 35 years from execution; or, where the grant conveyed the right of publication, the earlier of 35 years from publication and 40 years from execution. Add five years for the window close.
- Authority. 17 U.S.C. § 203(a)(3).
[ ] For pre-1978 grants of renewal-term rights in pre-1978 works, compute 56 years from the date copyright was originally secured; where that window lapsed unexercised and the copyright was in its renewal term on 27 October 1998, compute the second window at 75 years.
- Authority. 17 U.S.C. § 304(c), (d); 67 Fed. Reg. 69134, 69136 (Nov. 15, 2002) (§ 304(d) is effectively confined to copyrights secured between 1 January 1923 and 26 October 1939).
[ ] Docket five dates per grant, not one: window open, window close, earliest permissible service, latest permissible service for the earliest effective date, and a working reminder two years before the latest service date.
[ ] Record, alongside each window, what the grantee keeps: derivative works authorized and prepared before the effective date, which may continue under the terms of the grant including the grantee's royalty share.
- Authority. 17 U.S.C. §§ 203(b)(1), 304(c)(6)(A); Mills Music, Inc. v. Snyder, 469 U.S. 153, 176-78 (1985).
[ ] Note that termination reaches only rights arising under Title 17 — not foreign copyrights, trademarks, rights of publicity, or trade secrets granted in the same agreement.
- Authority. 17 U.S.C. §§ 203(b)(5), 304(c)(6)(E).

Worked example — Maren Ostrowski. Grant executed 12 June 1992 including the right of publication; Pip the Pangolin published 3 September 1994. Thirty-five years from publication is 3 September 2029; forty years from execution is 12 June 2032; the earlier governs. Window: 3 September 2029 to 3 September 2034. For the earliest effective date, service must occur between 3 September 2019 and 3 September 2027. Choosing a later effective date buys runway and costs recaptured term — and gives Halcyon's successor more time to bank derivative works it keeps forever.

Phase 9 — Assemble the termination interest

[ ] For a living single author who signed the grant, stop here. The author signs.
[ ] For a deceased author, build a family tree from death certificates and probate files, not from what the family says. The interest passes under § 203(a)(2), not under the will.
[ ] Apply the fractions: surviving spouse takes the whole interest if there are no children or grandchildren; otherwise the spouse takes one-half and the children and grandchildren of a deceased child divide the other half per stirpes; a deceased child's share moves only by a majority of that child's children.
[ ] Confirm the signatories together own and are entitled to exercise more than one-half. Exactly one-half is not enough.
- Trap. In a family of a widower, one surviving child, and three grandchildren by a predeceased child, the surviving child plus two grandchildren totals exactly one-half. It looks like consensus. It is a void notice.
[ ] For a joint work, read the actual signature pages to determine whether the authors made one joint grant or separate grants of their own undivided interests. A joint grant needs a majority of the granting authors; a separate grant may be terminated unilaterally.
- Authority. 17 U.S.C. § 203(a)(1); Scorpio Music S.A. v. Willis, No. 11cv1557, 2012 WL 1598043, at *3 (S.D. Cal. May 7, 2012).
[ ] For a § 304(c) grant, note the different rule: any author who executed it may terminate to the extent of that author's renewal interest, but where non-authors executed the grant, all surviving signatories must join.
- Authority. 17 U.S.C. § 304(c)(1)-(2).
[ ] Check whether the grant was signed by a loan-out company. If so, decide early whether you are litigating that question or working around it.
[ ] Have a second person recompute every fraction on paper before anything is served.
[ ] Serve early where the class is elderly: the reverted rights vest on the date of service, so a successor who signs and then dies has already vested and passes the interest through her estate.
- Authority. 17 U.S.C. § 203(b)(2).

Budget $2,000-$15,000 and six to twelve weeks for genealogical work on a blended family. Start it two years before the last permissible service date. In music and film matters, where loan-outs, session players, and co-writers multiply the roster, work this phase alongside the Music, Film, and Creative Industry IP Toolkit and the music clearance checklist.

Phase 10 — Draft, serve, and record the notice under 37 C.F.R. § 201.10

This is the only three-part act in copyright practice where any one failure destroys the whole. Treat the three sub-lists as three separate deadlines.

Content. The regulation requires a complete statement, without incorporation by reference of information in other documents. 37 C.F.R. § 201.10(b)-(c).

[ ] Name the statutory section relied on — § 203, § 304(c), or § 304(d) — explicitly.
[ ] Name each grantee or successor in title and each address at which service is made.
[ ] For each work: the title, at least one author, and, if possible and practicable, the original registration number.
[ ] A brief statement reasonably identifying the grant being terminated.
[ ] The effective date, which must fall inside the five-year window.
[ ] For § 203: the execution date of the grant; the publication date if the grant covered the right of publication; and, for a joint work, the names of the authors who executed it.
[ ] For § 304(c)/(d): the date copyright was originally secured; every surviving person who executed the grant if a non-author did; and, for § 304(d), a statement that § 304(c) was never exercised.
[ ] Where successors sign: the names and relationships of the surviving spouse, all surviving children, and all surviving children of any deceased child — with the signatories constituting a majority specifically identified.
[ ] A legible full name and address with each signature; an agent must identify the persons on whose behalf the agent signs. § 201.10(c)(5).
[ ] A comprehensive catch-all sweeping in works inadvertently omitted and works published under variant titles.
- Why. It is the difference between two reported outcomes. Omitting two weeks of Superman strips from a notice listing tens of thousands of works was harmless where a catch-all existed, Siegel v. Warner Bros. Entm't Inc., 690 F. Supp. 2d 1048, 1072-73 (C.D. Cal. 2009); omitting five of fourteen Tarzan stories with no catch-all was not, Burroughs v. Metro-Goldwyn-Mayer, Inc., 683 F.2d 610, 622 (2d Cir. 1982).
- Trap. The harmless-error rule at § 201.10(e) forgives good-faith errors that do not materially affect the adequacy of required information. It does not forgive a lazy schedule.

Service.

[ ] Conduct and document a reasonable investigation of current ownership before serving: a search of Copyright Office records at minimum, and for a musical composition, a report from the relevant performing rights organization identifying the current claimant.
[ ] Serve by a permitted method only: personal service; first-class mail or reputable courier to the last known address after reasonable investigation; or electronic transmission to an address the grantee has publicly designated for service, consented to in writing within the preceding 30 days, or submitted to a Copyright Office directory. 37 C.F.R. § 201.10(d)(1).
- Trap. Emailing the general counsel you happen to know is not service. There is no fourth method.
[ ] Serve every entity in an ambiguous chain. Over-service is not a defect; serving the wrong successor is fatal.
[ ] Capture proof: certified mail receipts, courier tracking, or the transmission record, plus a contemporaneous declaration of service. Where service is by first-class mail, the date of service is the date of deposit with the Postal Service.
[ ] Serve not less than two and not more than ten years before the effective date. Where the grantee holds derivative-work rights, serve at exactly two years to minimize what it can bank.

Recordation.

[ ] Record a copy of the notice as served in the Copyright Office before the effective date. This is a condition of the termination taking effect, and failure is fatal.
- Authority. 17 U.S.C. § 203(a)(4)(A); 37 C.F.R. § 201.10(f); Baldwin v. EMI Feist Catalog, Inc., 805 F.3d 18, 26 (2d Cir. 2015).
[ ] Submit a copy certified to be a true, correct, complete, and legible copy of the signed notice as served, together with a statement of the date and manner of service if the notice does not already contain it, under the Notice of Termination Cover Sheet (Form TCS) for paper filings.
- Trap. Electronic title lists may not be submitted with a notice of termination — the title schedule must be inside the document. And a notice submitted on or after the effective date will be recorded as a "document pertaining to copyright" and never indexed as a notice of termination. The Office takes the fee and gives you nothing that works.
[ ] Schedule the recordation submission a full year before the effective date, and confirm the Office's receipt date in writing.
[ ] After the effective date, record a short-form instrument confirming the reversion, so a later title searcher finds it. Termination is self-executing as a matter of law and invisible on a title search.

Worked example — Maren. Halcyon has been sold twice; her reasonable investigation produces the recordation index for assignments referencing Pip the Pangolin, the current registration record, corporate filings tracing the successors, and service on all four entities in the chain. Four envelopes against one termination.

If you act for the grantee, audit an incoming notice in this order, because each item has killed a real notice: (1) is the work a work made for hire, the only structural defense; (2) was the grant executed by the author or by a loan-out; (3) is the effective date inside the window on your own recomputation; (4) was service between two and ten years before that date; (5) was the correct entity served by a permitted method; (6) do the signatories exceed one-half; (7) is every content element present; (8) was it recorded before the effective date, confirmed by your own search. Jurisdiction for a declaratory judgment of invalidity is 28 U.S.C. § 1338(a). And remember that from the date of service until the effective date, you are the only party in the world who can sign a binding further grant. 17 U.S.C. § 203(b)(3).

Phase 11 — Assemble the deal-ready title package

[ ] Build the binder with named tabs: the works register; every executed assignment and confirmatory assignment; registration certificates and pending application receipts; recordation receipts with volume and document numbers; the third-party materials schedule and SBOM; the open-source disposition log; the termination docket; and the state-notice routing rule.
[ ] Draft the intellectual property representation so it does work: a schedule of registered copyrights with registration number, title, author of record, claimant of record, and registration date; a statement that every contributor executed a present assignment or was an employee acting within the scope of employment; a statement that no owned copyright is subject to a notice of termination, with a schedule of every author grant whose window opens within ten years of closing; and an open-source representation tied to source-disclosure conditions.
[ ] Disclose the termination windows. Sellers omit this and buyers wish they had not.
[ ] Price what you could not fix: a special indemnity plus escrow for an unrepaired contractor gap; a carve-out from the purchase price for an asset inside a live window; removal from the schedule of transferred IP where the asset must be rebuilt.
[ ] Do not contact a long-silent author to "clean up" an old grant three years before her window opens. You will have told her she has one. Diligence the windows internally, disclose them, price them, and leave the author alone unless you intend to make a real offer.
[ ] Hand the termination docket to a system with a thirty-five-year memory and a named owner, and re-run Phases 1 through 3 annually.

The transactional framing across every IP type is the IP Due Diligence Toolkit for Mergers, Financings, and Asset Sales; the parallel trademark pass is the trademark due diligence checklist and Trademark Due Diligence in Mergers and Acquisitions. The curated entry point to everything upstream of this checklist is the Copyright Fundamentals Toolkit.

What "done" looked like. Ravensworth closed its Series B with three confirmatory assignments and a direct assignment from Yulia Kravets to Ravensworth rather than through Two Rivers, all four recorded eleven days after signature, one AGPL component replaced, four registrations pending, and a one-line footnote disclosing that the 2024 logo carries a life-plus-70 term and a § 203 window opening in 2059. The footnote cost nothing. Its absence would have cost a week of diligence and a holdback.

Common Mistakes

Building the register from the contracts database. It records the relationships someone remembered to paper. Start from accounts payable.

"Agrees to assign." Two words that leave title with the creator. Search every template you own and replace them with "hereby assigns."

Believing the work-for-hire recital. For a logo, a website, a standalone photograph, or a standalone application, it does nothing at all — and worse than nothing, because it persuades everyone that title moved.

Recording before registering. Constructive notice under § 205(c) requires registration. A recorded assignment for an unregistered work is an archival curiosity.

Treating an exclusive license as a license. It is a transfer under § 101: it needs a writing, it is recordable, it confers standing under § 501(b), and it starts a § 203 clock.

Forgetting the subcontractor layer. A contract shop cannot assign what its own freelancers never assigned to it. Ask for the flow-down instruments by name.

Counting the termination interest wrong. More than one-half, not one-half. Per stirpes, not per capita. A deceased child's branch moves only by a majority of that branch.

Serving a notice you cannot prove you recorded. Recordation before the effective date is a condition, not a formality. Docket it a year early.

Curing by relabeling. A later stipulation that a work was made for hire is a void agreement to the contrary. Marvel Characters, Inc. v. Simon, 310 F.3d 280, 290-92 (2d Cir. 2002). A knowing, counseled, compensated revoke-and-regrant is a different animal — Milne ex rel. Coyne v. Stephen Slesinger, Inc., 430 F.3d 1036 (9th Cir. 2005), against Classic Media, Inc. v. Mewborn, 532 F.3d 978 (9th Cir. 2008) — but it is a negotiation, not a drafting trick.

Deadlines at a Glance

| Clock | Length | Runs from | Consequence of missing it | |---|---|---|---| | § 205(d) recordation grace | 1 month (US execution) / 2 months (abroad) | Execution of the transfer | Lose priority to a later good-faith transferee who records first | | Registration for statutory damages, § 412 | 3 months | First publication | No statutory damages or fees for infringement begun before registration | | § 203 window | 5 years | 35 years from execution, or the earlier of 35 from publication and 40 from execution | No second chance; § 203 has no later window | | § 304(c) window | 5 years | 56 years from the date copyright was secured | § 304(d) may give a second chance if eligible | | § 304(d) window | 5 years | 75 years from the date copyright was secured | Final; confined to copyrights secured 1 Jan 1923-26 Oct 1939 | | Notice service | Not less than 2, not more than 10 years before the effective date | The chosen effective date | Notice void | | Notice recordation | Any time before the effective date | Service | Termination does not take effect at all | | Email-service consent | Given within 30 days before service | The grantee's written consent | Service by that method is invalid | | Further grant to a third party | Only after the effective date | Effective date | Grant invalid | | Further grant to the incumbent grantee | Any time after service | Date of service | The grantee's two-year statutory monopoly on the deal |