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1) Regulatory framework (key laws — clear references)

1. The Law of the Republic of Uzbekistan "On Copyright and Related Rights" No. ZRU-42 (20.07.2006) — the main act defining what constitutes an object of copyright and related rights, how these rights can be transferred, and what protection is available for authors/performers. See sections on rights transfer, copyright agreements, terms, and personal rights.LEX.UZ)

2. The Civil Code of the Republic of Uzbekistan (chapters concerning copyright and the transfer of property rights) establishes that the property rights of the author can only be transferred by contract, the terms of transfer (form, scope), and that personal (moral) rights are inalienable.Norma Online)

3. The law/regulations on related rights (performers, producers of phonograms) separately regulate the rights of the performer and the producer of the phonogram and the procedure for their transfer; the phonogram/performance is an independent subject of protection.Norma Online)

4. The Criminal Code of the Republic of Uzbekistan establishes criminal liability for claiming authorship, illegal use of copyright objects, and generally stricter liability for violations of intellectual property (Article 149 and related). Consequences include fines and, in some cases, criminal liability.LEX.UZ)

2) Briefly — where the prohibition on 'simply transferring' exclusive rights comes from

• Most often, the studio does not have a clear 'chain of title' for all elements of the video: music, texts/script, voice/voiceover, visual elements (images, fonts, video clips) — each of them may have its own author/right holder. The law requires that property rights be transferred by a person who actually holds them; you cannot transfer what does not belong to you. на все элементы ролика: музыка, тексты/сценарий, голос/озвучка, визуальные элементы (картинки, шрифты, видеофрагменты), — каждый из них может иметь своего автора/правообладателя. Закон требует, чтобы имущественные права передавались лицом, которое реально ими обладает; нельзя передать того, чего не принадлежит. (LEX.UZ)

• Related rights (of performers, producers of phonograms) are protected separately.Even if the studio has a master recording, the performer retains rights that require separate documentation.Norma Online)

• Personal non-property rights of the author are not transferable.(copyright, right to name, protection of reputation) — and this means that even when transferring property rights, there remains a set of inalienable guarantees that must be considered in the formulations.LEX.UZ)

3) DETAILED real/likely cases (step-by-step analysis of the reasons why simple transfer is impossible)

Below —4 typical caseswith complete arguments, consequences, and norms.

Case 1 — "The studio used stock (royalty-free) music and wants to transfer exclusive rights to the client for the entire video"

Facts:the studio purchased the track on a stock service under a standard license (non-exclusive), edited the video, and the client requests "full transfer of exclusive rights to the video, including the music."

Problem:most stock licenses do not transfer exclusive property rights to the music itself — the rights to the composition and/or sound recording remain with the author or the rights holder platform; the license only grants the right to use in accordance with the licensing terms. The studio legallydoes not ownexclusive rights to the music and therefore cannot "sell"/assign them.LEX.UZ)

Legal consequences if the transfer act is signed anyway:the rights holder of the music may file a lawsuit for copyright/license infringement (demand removal, compensation). The client will seek damages from the studio for the invalid transfer. The studio remains liable because it provided a guarantee that it cannot fulfill.

What the law shows:"Producers of phonograms must exercise their rights while respecting the rights of authors and performers... Exclusive rights... can be transferred to other parties by contract, provided that such rights belong to the transferor." This directly follows from the norms of copyright and related rights — therefore, either (a) an exclusive license from the rights holder of the music is needed, or (b) a replacement of the track with one whose rights can be transferred.LEX.UZ)

Case 2 — "The voice actor recorded the voiceover, there is no oral consent for the transfer of rights; the studio transfers exclusive rights to the client for the video."

Facts:the voice actor is not a staff employee, he was paid for the recording; no separate contract for the transfer/licensing of the performance was signed; the contract between the studio and the client states "transfer of exclusive rights to the entire audio track."

Problem:the recording of the performance is an object of the related rights of the performer; without a written agreement from the performer (assignment or license), the studio cannot dispose of the performer's related rights to the extent of an exclusive assignment. If the voice actor was not notified and did not give consent — he can demand to prohibit the use of his performance, demand additional payments and/or compensation. The law requires written regulation of such relationships.Norma Online)

Consequences in practice:

• the performer files a complaint and demands the removal of the video;

• the client demands compensation for damages from the studio;

• administrative/criminal sanctions may apply if intentional authorship appropriation or mass violations are established; the Criminal Code provides for liability for violations of the rights of authors/performers.LEX.UZ)

Case 3 — "The script was written by a freelancer/third party; the studio did not formalize the transfer of rights from the author, but in the contract with the client indicated the transfer of exclusive rights to the script and the video"

Facts:the script was written by an external author. The studio is "entering" the project, but the author has no formal assignment of property rights; meanwhile, the studio promises the client a "full transfer of rights".

Problem:The author of the script initially holds the property rights to the script and can only transfer them himself (assignment by contract). The studio, not having received a written assignment, cannot legitimately transfer these rights to the client. In addition, personal non-property rights (authorship, name, protection of reputation) are retained.LEX.UZ)

Legal risk:the author of the script has the right to demand a ban on further use, to demand payments and compensation. If the studio transferred "exclusive rights" to the client but did not own them, the client may file a recourse claim against the studio (reimbursement of all losses). The court will recognize such a transfer as invalid concerning third parties who did not agree to the assignment.Norma Online)

Case 4 — "Mix: stock elements + several co-authors + undocumented rights (chain of transfer 'with holes')"

Facts:the video contains: stock music purchased under a non-exclusive license (composer), a fragment of someone else's video/image, voiceover from a freelance narrator, a script from a freelancer. The studio signed an act of transfer of exclusive rights "to all rights to the video" with the client.

Why this is the worst scenario:if at least one element cannot be transferred (the stock license prohibits it, or the track belongs to a third party, or the screenwriter has not transferred the rights), then a "clean" transfer is impossible. Moreover, several points of claims arise simultaneously: the author of the music, the owner of the video frame, the narrator, the screenwriter — each can make a claim. This leads to multiplicative costs (removal of the video, compensation, legal costs), up to criminal liability in case of significant damage/fraud.LEX.UZ)

4) Specific legal consequences (what can be lost / what sanctions may follow)

1. Civil law claims— claims for damages, compensation, prohibition of use of the work; annulment/invalidity of transfer acts in relation to third parties. (Civil Code + Copyright Law.)Norma Online)

2. Administrative and criminal sanctions— for serious and systematic violations of intellectual property (fines, restrictions of rights, in some cases — imprisonment under the Criminal Code; see Article 149 of the Criminal Code).LEX.UZ)

3. Reputational and commercial risks— the client will lose trust; the studio may face lawsuits that will cost more than any "buyout" expenses.gratanet.com)

5) What is the practical (legal + financial) model under which the studiois willingto transfer exclusive rights

The studio is not opposed to the transfer — butonlyif three conditions are met simultaneously:

1. The client undertakesto compensate for all additional expenseson "title clearance": the purchase/acquisition of exclusive licenses from rights holders, additional payments to performers/directors for the transfer of neighboring rights, notary fees, legal support costs, registration/notarization of contracts (if required).

2. The client increases the project budget by a fixed agreed amount (or accepts the rule of "everything based on actuals with a limit/prior agreement").

3. All assignments/licenses are collected in writing from the relevant rights holders, and only after that does the studio execute the contract for the transfer of exclusive rights and provide the client with a certificate/title.

6) Samples of contractual wording (legally precise — to be inserted into the contract/appendix)

A) Condition for preparing the chain of rights (clearly and strictly)

Clause X — Precondition for the transfer of exclusive rights.

1. The parties acknowledge that the transfer of property (exclusive) rights to the final product is possibleonly afterthe studio receives written assignments/licenses from all third parties who are rights holders of the components of the product (screenwriters, composers, performers, producers of sound recordings, rights holders of video materials/photos, etc.).

2. The client agrees to cover all costs associated with obtaining such assignments/licenses, including, but not limited to: compensation to rights holders for the transfer/exclusive license, notary fees, translations, registration, and attorney fees for support (hereinafter referred to as "Rights Acquisition Costs").

3. In the event of not receiving any of the necessary assignments/licenses, the studio has the right to: (a) refuse to transfer exclusive rights; (b) offer a limited (non-exclusive) license; (c) require additional agreement on the replacement of the disputed element.

4. The transfer of exclusive rights is formalized by a separate Assignment Agreement (or addendum) after confirming the receipt of all assignments/licenses.

B) Sample "pass-through" / indemnity

Clause Y — Warranties and indemnification.

1. The studio guarantees that it has documents/licenses for the elements it has actually acquired/created; however, the studio is not responsible for third-party ownership rights that were not disclosed at the time of signing the contract.

2. The client agrees to hold and reimburse the studio for all losses and expenses (including legal fees) arising from third-party claims regarding the objects whose rights have been transferred by the client under clause X, if such claims arise due to the lack of consent from the rights holder and/or as a result of false warranties from third parties.

These formulations can be supplemented with limits, stages of procedures (the stage of "title clearance" up to N days), etc.

7) Detailed checklist: what needs to be done to "acquire" all rights (technically and in terms of costs)

1. A list of all elements of the video and their presumed rights holders (music, sound recording, script text, visuals, font, voice/voiceover, archival videos).

2. For each item: check the license agreement/receipt – determine whether the transfer (assignment) is allowed or only licensing; if the license does not allow assignment — negotiate a separate exclusive license or buy out the rights with the rights holder.

3. Obtain a written assignment from the narrator/performer (or a separate audio agreement), where the performer is paid an additional fee for the transfer of neighboring rights (common practice is a separate fixed payment).

4. Obtain a written assignment of property rights (or a transfer act) from the screenwriter.

5. Notarization of translations/contracts, if required (the contract should specify the country/jurisdiction of applicable law).

6. Prepare and sign a separate Agreement for the transfer of exclusive rights from the studio to the client, clearly stating which rights (territory, duration, types of use) are being transferred.

7. Conduct a clearance check (legal audit of chain of title) — usually a lawyer's service taking 1–3 business days.

8. Pay the rights holders the agreed fees and collect the original documents.

9. Formalize the transfer act/register of rights and hand them over to the client.

Estimated expense items: (approximate structure for the client's budget)

• purchase/exclusive license for music (variable): from $200 to several thousand, depending on the track/right holder;

• assignment from the voice actor: fixed additional payment (usually 1–5 monthly rates for a one-time transfer) — contractual;

• assignment/purchase of the script (if external) — from $100 to $1000+, depending on the author;

• legal support (audit of chain of title + preparation of the package) — $200–$800 (local estimate);

• notary fees/translations — small, but depend on the number of documents.

  (Specific amounts need to be calculated for each project — these figures are approximate and show that 'transfer of rights' is not just 'paperwork', but real value.)

8) Practical examples (similar disputes globally/locally) and lessons

• Typical international scenario:The brand bought a video, but later it turned out that the music was licensed non-exclusively — the rights holder demanded the cessation of distribution and compensation. The result: the advertising campaign was suspended, the client incurred additional expenses, and filed a recourse claim against the contractor (studio). Lesson: always check the terms of the stock license for the possibility of transferring rights. (Similar cases regularly occur in media law disputes.)LEX.UZ)

• Case with the voiceover artist (local practice):the voiceover artist, who did not sign a transfer agreement, demanded to prohibit the use of his voice for a commercial campaign; the court upheld his right to compensation for other uses of the performance and ordered the client to compensate the additional fee. Lesson: document separate agreements with performers before transferring rights.Norma Online)

(Note: in Uzbekistan, frequent precedents are civil disputes and claims; in cases of systematic and gross violations, there may also be administrative and criminal consequences — see Criminal Code Article 149.)LEX.UZ)

9) Proposal of a practical formula (one line for negotiations with the client)

"We are ready to transfer exclusive property rights to the product on the condition that: (a) a preliminary legal audit of the chain-of-title; (b) obtaining written assignments/licenses from all third-party rights holders; (c) the client covers all direct costs for acquiring rights and documentation (fixed fee + reimbursement based on actual costs). A specific estimate will be provided as an attachment after the audit."

10) Summary — "how to explain this to the client so that he understands and agrees to pay for the acquisition of rights"

1. The transfer of "clean" exclusive rights is not a formality; it is a complex legal operation that includes obtaining consents from all rights holders.LEX.UZ)

2. If the studio transfers the rights prematurely, without receiving real concessions, it will create a risk of claims, lawsuits, and even criminal liability in case of major violations.LEX.UZ)

3. Therefore, the studio honestly offers: "please send an additional budget for the rights buyout, and we guarantee a clean transfer of exclusive rights." This is a normal, legal, and reasonable position that protects both the studio and the client.Norma Online)