Assignment and Licensing of Copyright in Nigeria

Assignment and licensing are the mechanisms by which copyright moves from the hands of the person who created it into the commercial marketplace. Getting these transactions right is not a concern only for lawyers advising the music and film industries. It is a practical skill for anyone who creates, commissions, or publishes copyrighted work in Nigeria, and it is a core examination topic because the rules governing how copyright is transferred are precise, technically demanding, and often misapplied in practice.

1. Copyright as Movable Property: The Constitutional Foundation

Section 30(1) of the Copyright Act 2022 provides that, for the purposes of Chapter 4 of the Constitution of the Federal Republic of Nigeria 1999, copyright shall be deemed to be movable property and shall be transferable by way of assignment, testamentary disposition, or operation of law.¹ Chapter 4 of the Constitution is the Fundamental Rights chapter, and the provision that most directly governs movable property is section 44, which prohibits the compulsory acquisition of any movable or immovable property except in the manner prescribed by law and with prompt payment of compensation.

The significance of this deeming provision is deliberate and practical. By expressly placing copyright within Chapter 4’s framework for movable property, the Act ensures that copyright owners can invoke constitutional property rights protection in any dispute involving the compulsory taking, seizure, or restriction of their copyright interests by a government actor. An overreaching compulsory licensing order, an executive seizure of copyright works without statutory authority, or a regulatory measure that effectively expropriates copyright interests would need to satisfy the same constitutional standard that applies to the compulsory acquisition of any physical asset, and would face the same constitutional scrutiny.

The property characterisation also has a second, commercially significant consequence: it means that copyright can serve as collateral in secured lending transactions, just as physical movable property can be used as security for a loan. A film producer who holds the copyright in a completed Nollywood feature can, in principle, pledge that copyright as security for the loan needed to distribute the film. This is a relatively underexplored dimension of the Nigerian copyright framework that the express property deeming in section 30(1) facilitates.

2. Assignment: Transferring Ownership of Copyright

Assignment is the outright transfer of ownership of copyright, or of some part of it, from the current owner to another person. An assignee steps into the shoes of the assignor to the extent of what has been assigned: they become the copyright owner of the rights transferred and can exercise those rights as their own, including by bringing infringement proceedings in their own name.

Section 30(2) of the Act establishes that an assignment can be partial rather than total.² Partial assignment means an assignment may be limited to:

Some only of the exclusive acts controlled by the copyright. A songwriter can assign only the mechanical reproduction right, keeping the public performance right and the making-available right for themselves. A novelist can assign only the film adaptation right, keeping all other rights.

Part only of the copyright period. An assignment can be time-limited. A rights holder can assign copyright for ten years and retain ownership at the end of that period without any further documentation. This is less common in practice but is legally valid.

A specified country or other geographical area. A Nollywood production company can assign Nigerian distribution rights to a domestic distributor while assigning UK distribution rights to a separate UK company and US streaming rights to a separate American platform. Each assignee is the copyright owner within their assigned territory.

This divisibility of copyright is commercially fundamental. The international licensing market for Nigerian film and music content operates precisely through this mechanism: a rights holder in Lagos can simultaneously maintain ownership of some rights while having assigned others to different parties across multiple jurisdictions.

3. The Writing Requirement: Assignments and Exclusive Licences

Section 30(3) of the Act imposes a strict formality requirement: no assignment of copyright, and no exclusive licence to do an act controlled by copyright, shall have effect unless it is in writing.³ There is no exception to this rule. An oral agreement to assign copyright, however clearly evidenced and however clearly intended by the parties, is not an effective assignment. It has no effect in law until reduced to writing.

The same rule applies to exclusive licences. An exclusive licence gives the licensee the sole right to exercise a particular copyright act within a defined scope, excluding even the licensor from doing the same act within that scope. Like an assignment, an exclusive licence that is not in writing has no effect under section 30(3), regardless of what the parties agreed orally.

The rationale for this requirement connects to the property nature of copyright under section 30(1): just as a transfer of physical immovable property requires a deed in writing, a transfer of the ownership or exclusive use of an intellectual property right requires documentation that is not merely evidential but constitutive. The writing is not just proof of the agreement; it is the mechanism through which the agreement takes legal effect.

This requirement causes significant problems in the Nigerian music and film industries, where many arrangements between artists, producers, publishers, and studios are made informally, without lawyers, in the course of creative collaboration. A producer who agrees verbally to assign the masters of a recording session to a label, a scriptwriter who agrees orally that a production house may exclusively adapt their screenplay into a film, and an artist who shakes hands on an exclusive publishing arrangement for a new album: none of these arrangements creates an effective assignment or exclusive licence without a written instrument.

For students: where a problem question describes an arrangement that was oral or merely described as “agreed,” the first analytical step is to determine whether what was created was an assignment, an exclusive licence, or a non-exclusive licence. The distinction determines whether the writing requirement applies and whether the arrangement has any legal effect at all.

4. Non-Exclusive Licences: Oral, Written, or Implied

Section 30(4) of the Act creates a significant exception to the formality requirement for one specific category of licence: a non-exclusive licence to do an act controlled by copyright may be written or oral, or may be inferred from the conduct of the owner of the copyright.⁴ No writing is required.

A non-exclusive licence permits the licensee to do a specific copyright-controlled act within a defined scope, but without giving the licensee exclusivity. The licensor remains free to grant the same licence to other parties simultaneously. The licensee under a non-exclusive licence cannot sue for copyright infringement in their own right; only the copyright owner or an exclusive licensee has that standing.⁵

The most commercially significant aspect of section 30(4) is the implied licence rule: a non-exclusive licence can arise from the conduct of the copyright owner even without any express agreement. In Amana Suits Hotel Ltd v. PDP (2007) 6 NWLR (Pt. 1656) 335, the Supreme Court affirmed that a non-exclusive licence can be inferred from the conduct of the copyright owner, establishing the judicial foundation for what section 30(4) now codifies expressly.⁶ The practical consequence is that a copyright owner who stands by and knowingly allows another person to use their work, without objecting, in circumstances where the other person reasonably understands the owner to be consenting, may find a non-exclusive licence implied against them, even though nothing was ever expressly agreed.

The implied licence doctrine has obvious relevance to the Nigerian digital content landscape. A photographer who posts their work on Instagram with no copyright notice, in a context where it is routinely re-shared and built upon by others with no objection from the photographer, has arguably created the conditions for an implied non-exclusive licence to use that content for non-commercial personal sharing. Whether the implied licence extends to commercial reuse depends on all the circumstances, and Nigerian courts have not yet been asked to draw that line under the 2022 Act.

5. Assignments of Future Works: The Prohibition on Blanket Assignments

A specific, commercially important limitation in the Act is that while copyright in a future work can be assigned, such an assignment will not be effective if it seeks to transfer all the future works of the author.⁷

This means that the clause in the record deal described in the opening of this article, attempting to assign not only works created during the contract term but also all works the artist might ever create after termination, is void to the extent it purports to cover all future works without limitation. A time-limited or subject-matter-limited assignment of future works, such as an assignment of all works created during the five-year term of the contract, is valid and effective. A purported assignment of every work the author will ever create for the remainder of the copyright period is not.

This provision exists to prevent creative persons from permanently alienating all future creative output in a single transaction, often at a stage in their career when they lack the bargaining power to understand what they are surrendering. It is directly relevant to the Nigerian music industry, where “360 deals” and catalogue acquisition arrangements sometimes contain provisions purporting to transfer all future works to a label or management company, and where emerging artists are particularly vulnerable to such terms. The invalidity of a blanket future-works assignment gives a Nigerian artist or author a statutory basis to challenge such a clause even where they have signed a contract containing it, which is a significantly stronger position than having to argue undue influence or unconscionable bargain under general contract law principles.

6. Physical Copy vs Copyright: The Most Commonly Misunderstood Distinction

Section 30 of the Act reflects the foundational principle, which practitioners understand but the general public consistently misunderstands, that the copyright in a work and the physical or digital copy embodying that work are entirely separate legal objects.⁸

When a collector buys an original painting from a Lagos gallery, they acquire title to the physical canvas, not any part of the copyright in the artistic work painted on it. The painter retains the copyright and continues to hold the exclusive right to reproduce, broadcast, and make the image available. The collector cannot print the image on merchandise, cannot license it to a magazine, and cannot reproduce it as a digital print, unless a separate copyright assignment or licence is agreed in writing.

When a consumer purchases a book, a CD, or a download on a streaming platform, they acquire the right to read, listen to, or watch the particular copy they have paid for. They do not acquire any right to reproduce it, distribute it, share it, or make it available to others. The copyright remains entirely with the rights holder.

This separation has become practically significant in the Nigerian digital economy. Users who buy access to content on streaming platforms, download apps that incorporate copyrighted software, or commission graphic designers to create digital assets for their business frequently assume that payment for the product includes the underlying intellectual property. Section 30 confirms that it does not, unless the transfer of copyright is separately and expressly agreed in writing.

7. Co-Owner Licensing: Section 30(5) and Deadlock Prevention

Section 30(5) of the Act addresses a practical problem that arises frequently in collaborative creative works: what happens when co-owners of copyright cannot agree on whether to licence the work?

The provision allows one co-owner to grant a non-exclusive licence on behalf of all co-owners in certain circumstances, without requiring the unanimous consent of every co-owner.⁹ The co-owner who grants the licence must account to the others for their proportionate share of any licence income received. This rule prevents one uncooperative or unavailable co-owner from effectively vetoing all exploitation of a jointly owned work, a deadlock that would otherwise be possible since each co-owner’s permission would technically be required for any use.

For exclusive licences and assignments, however, all co-owners must agree: one co-owner cannot unilaterally bind the others to an exclusive arrangement that would prevent them from independently licensing the work or would transfer their share of ownership to a third party. This limitation on the section 30(5) power is important in practice for collaborative songwriting groups, co-directors of jointly owned Nollywood productions, and any other scenario where multiple persons share copyright ownership in the same work.

8. Compulsory Licences: When the NCC Overrides the Rights Holder’s Refusal

The Copyright Act 2022, in sections 31 to 35, gives the Nigerian Copyright Commission the power to grant compulsory licences in specific circumstances, overriding the copyright owner’s normal right to refuse to licence their work.¹⁰ Compulsory licences are non-exclusive, always accompanied by an obligation to pay royalties to the copyright owner at a rate set by agreement or by the Commission, and are available only on application by a qualified person who meets the statutory criteria.

Translation licences (section 31) allow a qualified applicant to translate and publish a literary work into any language for purposes of teaching, scholarship, or research in Nigeria, where the copyright owner has refused to grant a translation licence or has failed to respond. The applicant must give prior notice to the copyright owner and must pay royalties at a rate determined by the Commission in the absence of agreement.

Reproduction licences (section 32) allow reproduction of a published literary, musical, or artistic work where the work is not available in Nigeria at a price reasonably related to the price charged for similar works in Nigeria, and where the reproduction is for teaching, educational institutions, or research. Again, royalty payment is required.

Public interest licences (section 35) allow the Commission to grant a licence where the copyright owner is abusing a dominant position in the market for the work or its derivatives, or where there is a broader public interest in wider access that the copyright owner is unreasonably withholding. This provision echoes the constitutional section 44 property limitation: copyright, while protected as property, can be subjected to a public interest override that functions analogously to compulsory acquisition, albeit with royalties rather than compensation as the quid pro quo.

For students, the compulsory licence framework is worth understanding as the legislative resolution of the tension between section 44 property rights (protecting the copyright owner’s control) and section 39 freedom of expression (protecting the public’s access to information and creative works). Where the rights holder’s exclusivity causes demonstrable public harm, the Act provides a mechanism for overriding it without the owner’s consent, subject to payment.

9. The Moral Rights Floor: What Cannot Be Assigned Away

Every discussion of assignment and licensing must return to one absolute limit: the economic rights covered by sections 9 to 13, and the resale royalty right under section 17, can be assigned. Moral rights under sections 14 and 66 cannot.¹¹ As discussed in detail in Moral Rights in Nigerian Copyright Law, the right of attribution, the right of integrity, and the right to object to false attribution are personal to the author during their lifetime and survive any assignment of economic rights. An artist who assigns all economic rights in their portfolio to a commercial gallery retains, for the duration of copyright, the right to be credited as the creator of those works and the right to object to any modification that is prejudicial to their honour or reputation.

This floor on what can be contracted away through assignment matters commercially. A record label that has acquired all economic rights in a catalogue of recordings cannot, by contract or otherwise, strip the composers and performers of their attribution rights. If the label rebrands or repackages the catalogue in a way that misattributes authorship, or adapts the works in ways that harm the artists’ reputations, the artists retain live moral rights claims regardless of what the assignment agreement says.

10. The Constitutional Property Dimension: Assignment, Compulsory Licences, and Section 44

The interplay between the section 30(1) property deeming, the compulsory licence provisions in sections 31 to 35, and the constitutional protection in section 44 of the 1999 Constitution creates an analytical triangle that deserves close attention in examination answers engaging with the limits of copyright assignment and licensing.

Section 44 prohibits compulsory acquisition of property without statutory authority and compensation. The compulsory licence mechanism in sections 31 to 35 is statutory authority for a form of compelled licensing, accompanied by royalties rather than full compensation. Whether royalties in a compulsory licence amount to the “compensation” that section 44 contemplates, when a copyright owner has not been divested of ownership but merely compelled to licence, is an unresolved constitutional question. Courts have not yet been called upon to test whether a compulsory licence under the Act satisfies the section 44 standard, and this remains a live area of jurisprudential uncertainty with real commercial consequences for rights holders subject to such orders.

11. Problem Question Framework

When a problem question turns on whether an effective assignment or licence of copyright has been created, work through the following sequence.

Step one: establish that copyright subsists in the work. No effective transfer can occur in a work that is not protected by copyright to begin with.

Step two: identify whether the arrangement is an assignment, an exclusive licence, or a non-exclusive licence. The writing requirement in section 30(3) applies only to assignments and exclusive licences. A non-exclusive licence can be oral or implied.

Step three: for assignments and exclusive licences, check whether the writing requirement is satisfied. If the arrangement is not in writing, it has no effect as an assignment or exclusive licence, regardless of what was agreed. The facts may still support an implied non-exclusive licence under section 30(4) if the copyright owner’s conduct gives rise to one.

Step four: check whether the assignment purports to cover all future works. If so, this element is void under the Act’s prohibition on blanket future-works assignments. The remainder of the assignment may still be valid if it can be severed from the offending clause.

Step five: remember that the copyright and the physical copy are separate. The sale or transfer of a physical copy does not transfer any copyright interest. Analyse copyright transfer and physical copy transfer as entirely separate transactions.

Step six: check moral rights. Even a fully effective total assignment of all economic rights leaves moral rights with the author. Any claim based on misattribution or derogatory treatment must be analysed under the moral rights provisions rather than as an economic rights matter.

12. Common Student Mistakes

Treating an oral agreement as an effective assignment. The most frequent error in this topic area. Section 30(3) is explicit: no assignment and no exclusive licence has effect unless it is in writing. An oral understanding, however clearly proved, does not create an effective assignment.

Confusing assignment with licensing. Assignment transfers ownership of the copyright; licensing permits the licensee to do one or more copyright-controlled acts while ownership remains with the licensor. The two are legally distinct, have different writing requirements, and confer different rights on the recipient.

Assuming a non-exclusive licensee can sue for infringement. Standing to bring infringement proceedings belongs to the copyright owner and exclusive licensees, not non-exclusive licensees. A party who has received only a non-exclusive licence cannot bring proceedings in their own right without joining the copyright owner.

Assuming that purchasing a physical copy of a work transfers copyright. A book buyer, a gallery collector, or a digital file downloader acquires the copy, not the copyright. Analysing a copyright transfer question on the strength of a physical sale is a fundamental category error.

Ignoring the blanket future-works prohibition. Where a contract purports to assign all future works of an author without limitation, this element is void. Students who treat such clauses as fully enforceable without examining the section 30 limitation are misapplying the current law.

13. Quick Reference Table

14. Key Cases

Amana Suits Hotel Ltd v. PDP (2007) 6 NWLR (Pt. 1656) 335 is the Supreme Court decision establishing the judicial foundation for the implied non-exclusive licence under Nigerian copyright law. The court held that a non-exclusive licence can arise from the conduct of the copyright owner where that conduct reasonably leads the other party to believe the owner has consented. This decision is now given express statutory expression in section 30(4) of the 2022 Act.

Joseph Ikhuoria v. Campaign Services Ltd and Anor confirms that an express contractual term allocating copyright ownership will be enforced by Nigerian courts regardless of the default statutory position. The decision underscores the primacy of written agreement in settling copyright ownership and transfer questions, a principle that the section 30(3) writing requirement for assignments and exclusive licences now codifies as a matter of statutory requirement rather than merely good practice.

Multichoice (Nig) Ltd v. MCSN Ltd/Gte (2020) 13 NWLR (Pt. 1742) 415 demonstrates the standing of an assignee and exclusive licensee to sue for copyright infringement in their own right under the Act. The case confirms that a party who has received an effective assignment or exclusive licence from the copyright owner can bring infringement proceedings independently, and that the range of acts for which such a party has standing matches the scope of the rights they have received by assignment or exclusive licence.

Footnotes

¹ Section 30(1), Copyright Act 2022.

² Section 30(2), Copyright Act 2022; Udo Udoma & Belo-Osagie, ‘Q&A: Copyright Ownership and Transfer in Nigeria’ Lexology (2024), confirming that assignment may be limited to some only of the acts, part only of the period, or a specified country or geographical area.

³ Section 30(3), Copyright Act 2022.

⁴ Section 30(4), Copyright Act 2022.

⁵ Section 37(1), Copyright Act 2022; Udo Udoma & Belo-Osagie (n 2), confirming that only the copyright owner and exclusive licensees have standing to bring infringement proceedings.

⁶ Amana Suits Hotel Ltd v. PDP (2007) 6 NWLR (Pt. 1656) 335 at 387; Punuka Attorneys, ‘Copyright of Derivative Works in Nigeria’ (2024), citing this case for the principle that non-exclusive licences can be inferred from the conduct of the owner.

⁷ Udo Udoma & Belo-Osagie (n 2), stating that an assignment of future works will not be effective if it seeks to transfer all the future works of the author.

⁸ Preem & Partners, ‘Understanding Copyright Ownership Under the Nigerian Copyright Act 2022: Who Owns What?’ (2024), explaining the separation between physical copy and copyright.

⁹ Section 30(5), Copyright Act 2022; Legal Bytes, ‘Analysing the Nigerian Copyright Act 2022’ (2025), describing the co-owner licensing provision as preventing creative projects from stalling because one person is unavailable or difficult.

¹⁰ Sections 31, 32 and 35, Copyright Act 2022; Udo Udoma & Belo-Osagie (n 2), summarising the three categories of compulsory licence available under the Act.

¹¹ Sections 14 and 66, Copyright Act 2022; Mondaq, ‘Copyright Comparative Guide: Nigeria’ (2025), confirming that moral rights, both author’s and performers’, are inalienable during the rights holder’s lifetime.