How to Prepare a Copyright Transfer Agreement?

Copyright Transfer Agreement

(Film/Program Translation and Subtitling)

I. PARTY INFORMATION

Company: [Title]
Address: [●] | MERSİS/TIN: [●] | KEP/UETS: [●]
(Hereinafter “Company”)
Translator: [Name Surname/Title]
Address: [●] | Turkish National Identity Number/Tax Identification Number: [●] | Registered Electronic Mail/Electronic Notification System: [●]
(Hereinafter referred to as “Translator”)

The parties are collectively referred to as "the Parties".

II. DEFINITIONS AND APPENDICES

Work: Turkish translation text and subtitle files (.srt/.vtt/.stl/.xml etc.) for each film/program specified in Appendix 1.
Technical Specifications: Time code, CPS, line length, synchronization tolerance, spelling and grammar, terminology, etc. rules included in Appendix 2.
Fee Schedule: Appendix 3 (minute/word/work/package prices, VAT/withholding tax, due dates).
Privacy – GDPR Commitment: Appendix 4.
The appendices are an integral part of the contract.

III. LEGAL NATURE AND SUBJECT MATTER 3.1. This contract, primarily governed by the provisions of Articles 470 et seq. of the Turkish Code of Obligations, concerns the determination of financial rights in terms of type, location, duration, medium, and price, as well as the transfer and/or exclusive licensing of financial rights over the work produced by the Translator , in accordance with Article 52 of the Turkish Copyright Law . 3.2. The Translator is responsible for the translation and production, control, and delivery of subtitles suitable for publication for the works covered in Annex 1.

IV. SCOPE AND METHOD OF PERFORMANCE OF THE SERVICE 4.1. The translator produces translations and subtitles faithfully adhering to the purpose/style of the original work, in accordance with the Turkish Language Association (TDK) rules and the Technical Specifications. Localization, speaker exchange, on-screen texts, lyrics (if requested), and audio descriptions are included in the scope. 4.2. Quality Assurance (QA): Pre-delivery spelling, grammar, consistency, synchronization, and CPS checks are performed; the glossarium is updated. 4.3. Delivery Format: [formats] + time-coded reference; if necessary, a version with HoH/audio description. 4.4. Deadlines: Standard delivery time is [● business days] per work ; for urgent work, [● hours] . Deadlines are detailed in Appendix 1. 4.5. Revision: [1–2] rounds of revision after the initial check are free of charge; the scope is defined in Appendix 2. Excessive revisions are subject to additional charges according to Annex 3. 4.6. Defective Performance: In case of non-compliance with the Technical Specifications, the Company will request correction within a reasonable time; if no results are obtained, it may have the work done by a third party and claim the difference in costs and positive damages (Turkish Code of Obligations, Articles 473, 475)

V. DURATION
5.1. Commencement: [●]. Duration: [specific: ● months/years] / [indefinite].
5.2. During the indefinite period, either party [30] days' prior written notice (Art. 14 reserved).

VI. TRANSFER / LICENSING OF FINANCIAL RIGHTS (FSEK)
(FSEK Article 21 adaptation; Article 22 reproduction; Article 23 distribution; Article 24 performance; Article 25 public transmission; Article 52 written form)

Option A – Complete Transfer (Exclusive and Unlimited): 6.A.1. The Translator exclusively transfers all financial rights to the Work, including processing, reproduction, distribution, performance, and public transmission, to the Company without any limitations in terms of duration, location, or medium . 6.A.2. The Company may use, sublicense, or assign the rights in all media (national/local TV, IPTV/cable/satellite, OTT/VOD/SVOD/AVOD, cinema, aircraft-hotel-public screens, internet/social media, mobile, etc.) . 6.A.3. The Translator agrees not to dispose of the transferred rights again

Option B – Exclusive License (Limited in Duration/Geography/Media): 6.B.1. The Translator grants the Company exclusive license for the financial rights to the Work for [duration: e.g., 10 years] , [geography: e.g., worldwide] and [media: e.g., all media] . 6.B.2. Sublicense/assignment: [yes/no/limited – Appendix-1] .

Application Note: Leave only one of options A or B. Remove the unselected option from the text.

6.4. Moral Rights: It is mandatory to state the translator's name (Article 15 of the Copyright Law). However, the non-statement of the name due to publication format/space limitations is within the scope of reasonable industry practice and is subject to the translator's prior acceptance. 6.5 . Transfer/License Fee: Determined in Appendix 3 (Article 52 of the Copyright Law). 6.6. Previous Submissions: The provisions of this article also apply to translations/subtitles submitted to the Company prior to the contract (listed in Appendix 1). 6.7. Representation and Guarantee: The translator declares and guarantees that the Work is the product of original labor, does not infringe the rights of third parties, does not have conflicting licenses/transfers on the same Work , and that the translator is competent to dispose of the rights. Otherwise, the translator shall compensate for any direct damages arising from third-party claims.

VII. FEES, BILLING AND TAXES 7.1. Fee items are determined in Appendix 3 on a per-minute/per-service/per-package basis. Prices are **[VAT included/excluded]**. 7.2. The payment due date is [7/14/30] days after the invoice/self-employment receipt is issued . 7.3. Withholding tax/VAT is applied according to the relevant legislation; legal obligations are the responsibility of the party. 7.4. In case of delay, late payment interest will be applied at the rate of the Central Bank of Turkey advance interest rate . 7.5. Additional costs (special software licenses/shipping, etc.) are included in the fee unless otherwise agreed.

VIII. PERSONAL PERFORMANCE, SUBCONTRACTING AND ASSIGNMENT 8.1. Due to the nature of the work , personal performance is essential; the Translator may not assign/subcontract the work to a third party. The company may grant an exception with written consent. 8.2. The company may assign its rights and receivables arising from this contract to group companies/broadcasting organizations ; it may grant licenses/sublicenses (according to the selected Article 6 regime).

IX. CONFIDENTIALITY, DATA PROTECTION LAW AND WORK MATERIALS 9.1. The script, raw footage/audio, texts, and commercial information are confidential ; they may only be used for performance purposes; they may not be disclosed to third parties. This obligation continues indefinitely after the termination of the contract. 9.2. Within the scope of the Data Protection Law (Law No. 6698), the parties undertake to fulfill the requirements of their roles as data controllers/data processors , to process personal data in a limited and proportionate manner for the purpose of processing , and to take the necessary administrative/technical measures (details in Appendix-4). 9.3. Upon the company's request , the return/final deletion of all materials and work outputs will be ensured; the Translator will provide a written statement that they have destroyed any remaining copies in cloud/device/carrier media.

X. INTELLECTUAL PROPERTY INFRINGEMENT AND COMPENSATION
10.1. In the event of third-party claims (plagiarism, unauthorized quotation, synchronous subtitle conflict, etc.), the Translator shall join the defense and direct damages (excluding court costs, reasonable attorney fees, and administrative fines).
10.2. Any technical/typographical modifications the Company makes to the Work the right of adaptation .

XI. FORCE MAJEURE
11.1. Reasons beyond the reasonable control of the parties (natural disaster, war, strike, general internet/electricity outage, epidemic measures, judicial/administrative measures, etc.) are considered force majeure.
11.2. If the force majeure event [3] days, the deadlines are postponed; [15] days, the parties to terminate without compensation .

XII. DEFAULT AND PENALTY CLAUSE 12.1. In case of the Translator's default exceeding [●] days, the Company may apply a penalty for delay in the amount of [%●] of the total work fee; it may also claim positive damages. 12.2. In case of breach of confidentiality or exclusivity, a fixed penalty of [●,000] TL is reserved; any excess positive damages may be claimed separately (Turkish Code of Obligations, Article 182).

XIII. AUDIT AND RECORD KEEPING
13.1. The translator shall keep the quality criteria and delivery records in Appendix 2 [for 2 years] ; the Company may audit with reasonable notice.
13.2. Any discrepancies found shall be rectified within a reasonable time.

XIV. TERMINATION 14.1. Immediate termination for just cause: serious misconduct, breach of non-transferable obligations, breach of confidentiality/KVKK (Personal Data Protection Law), violation of rights, bankruptcy/postponement of bankruptcy, force majeure exceeding the 11.2 threshold. 14.2. Ordinary termination with prior notice of [30] days in an indefinite period . 14.3. Termination does not extinguish earned wage receivables; return and destruction obligations continue.

XV. NOTIFICATIONS AND ELECTRONIC COMMUNICATION 15.1. The addresses written in the title are legal notification addresses . Changes are not valid unless notified in writing . 15.2. KEP/UETS and registered e-mail correspondence are considered written notifications ; the time stamp is taken as the basis.

XVI. APPLICABLE LAW AND JURISDICTION
16.1. Turkish Law shall apply to this agreement.
16.2. In accordance with Articles 17-18 of the Code of Civil Procedure, the [Istanbul (Çağlayan) Courts and Enforcement Offices] shall have exclusive jurisdiction in resolving disputes arising from this agreement. (You may narrow it down to “Istanbul Anadolu” or “Istanbul Çağlayan” for corporate clients if you wish.)
16.3. (Optional) The parties also agree that in disputes exceeding the monetary limit, [ISTAC Rules/Arbitration] ; and that the right to apply to state courts for provisional measures/determination is reserved.

XVII. MISCELLANEOUS PROVISIONS 17.1. Partial invalidity does not affect other articles (Turkish Code of Obligations, Article 27/II). 17.2. Amendments are valid only with a written and signed additional protocol . 17.3. This agreement consists of **[●] pages and [●] Appendix]**; it has been prepared in [two] copies .

XVIII. DATE AND SIGNATURE The parties have read, accepted and signed this agreement on [date]

COMPANY
Name: [●]
Signature/Stamp: __________________

TRANSLATOR
Name/Title: [●]
Signature: ______________________

APPENDIX-1 – LIST OF WORKS, DURATIONS AND MEDIA

Title/Language/Duration/Format: [●]
Delivery Date: [●]
Usage: [Transfer/License] – [Duration: ● years/indefinite] – [Geography: Turkey/World] – [Media: TV/OTT/Internet/Cinema etc.]
Sublicense/Assignment: [yes/no/limited]

APPENDIX-2 – TECHNICAL SPECIFICATIONS (Sample)

Format: .srt (UTF-8, no BOM) | Max [42] characters per line , max 2 lines
Reading speed (CPS): ≤ 17 | Minimum display: 1 sec, maximum: 7 sec
Synchronization tolerance: ±100 ms | Line break: according to semantic integrity
Terminology/glossary: [shared file] | Punctuation/TDK: mandatory
HoH/auditory description tags: [scope if desired]

APPENDIX 3 – FEE SCHEDULE AND PAYMENT PLAN

Unit Price: [Per minute ● TL + VAT] / [Per artwork ● TL + VAT] / [Package]
Emergency Work Multiplier: [x ●]
Revision Fee: [After a free tour, per hour ● TL]
Due date: [● days from invoice date] – Payment method: [Bank Transfer/EFT]
Withholding tax/VAT: According to legislation.

APPENDIX-4 – PRIVACY AND GDPR COMMITMENT (Summary)

Data is processed solely for the purpose of fulfilling obligations; sharing with third parties is prohibited.
Technical/administrative measures (encryption, access restrictions, record keeping) are implemented.
Upon termination of the contract, returned/finally deleted/destroyed ; a destruction report will be prepared.
Obligation to report immediately in case of breach and to compensate for damages.

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