Copyright Transfer or Licence in Poland — What to Check Before You Sign (Lawyer in Warsaw)

A copyright transfer agreement takes the author's economic rights away for good, a licence only permits use of the work — and in both cases only what is written down expressly counts. Graphics, code, text, photos, recordings: if the contract says nothing about fields of exploitation, is unsigned or exists only in an e-mail, the rights may still sit with the author and the company is using the work unlawfully. Below we explain how the two contracts differ, which provisions decide their validity and what we check before a client signs. Copyright contracts are part of our legal services in civil and commercial matters.

Transfer of rights or licence — two different contracts

A copyright transfer agreement passes to the buyer the exclusive right to use the work in the fields of exploitation listed in it — at the moment the work is accepted, unless agreed otherwise (art. 64 of the Polish Act on Copyright and Related Rights). The author loses those rights definitively and can no longer use the work in that scope. A licence is only an authorisation: the rights stay with the author and the licensee uses the work within the agreed scope, territory and time (art. 67(1)). An exclusive licence closes that scope to others, a non-exclusive one does not (art. 67(2)).

The Act also resolves doubts in the author's favour: if the contract contains no express provision on transfer, it is deemed that only a licence was granted (art. 65), and buying a copy — a painting, a file, a medium — does not transfer copyright (art. 52(1)). A company that „bought a logo” and holds only an invoice therefore usually has a five-year non-exclusive licence, not rights to the mark. How copyright works in practice and when it is worth going to a law firm is described in our article copyright in practice — law firm in Warsaw.

Written form on pain of nullity — and why an e-mail is not enough

A copyright transfer agreement requires written form on pain of nullity (art. 53). The same applies to an exclusive licence (art. 67(5)). Written form means a handwritten signature of both parties or a qualified electronic signature, which is its equivalent (art. 78¹ of the Civil Code). A scan of a signed contract, an exchange of e-mails, acceptance in a messenger, a simple e-signature from an e-signing platform — none of these meets the requirement. The contract is then void as far as the transfer is concerned and at best works as a non-exclusive licence.

This was supposed to change in 2025: the deregulation bill of the Ministry of Development and Technology provided for replacing written form with documentary form, i.e. a copyright contract concluded by e-mail. After protests from creative circles the provision was removed from the bill and the Act of 25 July 2025 (Journal of Laws 2025, item 1168) did not touch copyright law. As of October 2026 written form applies unchanged. A non-exclusive licence may be concluded in any form, even orally — but then a dispute about its scope is decided on the basis of statutory presumptions, which favour the author.

Fields of exploitation and six clauses we check in every contract

A contract covers only the fields of exploitation expressly listed in it (art. 41(2)) and only those known at the time it is concluded (art. 41(4)). A general „in all fields of exploitation” does not work, and a contract covering all of the author's future works is void in that part (art. 41(3)). Here is what we read first:

• fields of exploitation — fixation and reproduction, distribution of copies and making available online are separate fields; for software also translation and modification of the code (art. 74(4));
• remuneration — separate remuneration is due for each field of exploitation unless the contract provides otherwise (art. 45); if the contract is to be free of charge, this must follow from it expressly (art. 43(1));
• derivative rights — consent to adaptations, translations and reworkings stays with the author even after a transfer of all economic rights, unless the contract says otherwise (art. 46);
• moral rights — authorship, attribution, integrity of the work — cannot be transferred (art. 16); the contract may only contain the author's undertaking not to exercise them and an authorisation to act on the author's behalf;
• the moment rights pass and payment — by statute it is acceptance of the work (art. 64); contracts often make the transfer conditional on payment of the full fee, which protects the author;
• territory, time and sublicensing — without provisions a licence runs for five years in the territory of the licensee's seat (art. 66(1)) and the licensee cannot sublicense it (art. 67(3)).

The most common mistake on the company side is a template copied from the internet in which the fields of exploitation are rewritten from art. 50 of the Act instead of matched to how the work will really be used. The most common mistake on the author's side is signing a transfer of all rights for a one-off fee, without the right to show the work in a portfolio.

Employment, contract for a specific work and B2B — when rights pass by themselves

Only an employment relationship transfers rights automatically: the employer acquires the economic rights to a work created within employment duties at the moment of its acceptance, within the limits of the purpose of the employment contract (art. 12(1)), and rights to software written by an employee belong to the employer outright (art. 74(3)). A contract for a specific work, a mandate contract and a B2B contract have no such effect. Without a separate written transfer clause, a designer, developer or copywriter working on invoices remains the owner of what they created — and the company has at most a non-exclusive licence.

This is a real problem in a company sale, due diligence or investor entry: the audit shows that the application code belongs to a dozen subcontractors rather than the company. It also concerns foreigners working in Poland on B2B — their contracts are often signed in a hurry, in English, without reference to the Polish Act. We check the copyright clause in a B2B contract the same way as in a contract for a specific work: fields, moment of transfer, remuneration and derivative rights.

Remuneration, five years of licence and termination

Three provisions the parties forget most often, which a court will apply of its own motion when the contract is silent:

• payment — the author is entitled to remuneration unless the contract shows that the transfer or licence is free of charge (art. 43(1)); it must be fair and adequate to the scope of use (art. 43(2));
• five years — a licence with no stated duration permits use of the work for five years and then expires (art. 66); a licence granted for more than five years becomes, after that term, a licence for an indefinite period (art. 68(2));
• termination — the author may terminate a licence for an indefinite period with one year's notice, at the end of a calendar year, unless the contract sets other terms (art. 68(1)).

An author whose remuneration turns out to be grossly disproportionate to the buyer's benefits may ask a court to increase it (art. 44(1)) — a clause companies learn about when the work becomes a hit. For remuneration for a transfer or licence an author who is a natural person applies 50% tax-deductible costs, up to 85 528 PLN a year (art. 22(9)(3) and (9a) of the PIT Act) — provided the contract states expressly which part of the fee concerns the disposal of rights.

What happens when there is no contract or it is void

Using a work without a valid contract is an infringement of economic copyright. The rightholder may demand cessation, removal of the effects, surrender of profits and damages — on general terms or as a lump sum of twice the remuneration that would be due for consent to use the work (art. 79(1); the triple amount for culpable infringement was struck down by the Constitutional Tribunal in 2015 and the double amount confirmed in 2019). Moral rights are protected separately: omitting the author's name or altering the work without consent triggers claims regardless of who holds the economic rights. A related mechanism — compensation for infringement of image, name or creative output — is described in our article on protection of personal rights.

On the company side the risk is mirrored: a website, app or campaign based on a void contract can be blocked at the author's demand, and every change of contractor requires fresh consent. Foreign creators also ask us about a second layer — whether they may lawfully do creative work on B2B under their residence title; the answer depends on the basis of stay and is described in our article on work of a foreigner in Poland.

How we review and draft copyright contracts

The law firm of legal counsel Bartosz Krajewski drafts and reviews copyright transfer agreements, exclusive and non-exclusive licences and copyright clauses in contracts for specific work, mandate contracts and B2B contracts — for agencies, IT companies, publishers, freelancers and foreign creators working in Poland. We serve clients in eight languages, remotely across the country and at our office at ul. Marszałkowska 20/22 lok. 72 in Warsaw. We quote a fee after receiving the contract or a description of the project — it depends on the number of fields of exploitation, parties and whether we draft from scratch or fix someone else's template.

Do you have a contract to sign or a dispute about rights to a work that already exists? Send us the documents — after reviewing them we will tell you what is valid, what is missing and how to fix it. The matter is handled by legal counsel Bartosz Krajewski.