Copyright Licence Agreement — Nigeria
COPYRIGHT LICENCE AGREEMENT
This Copyright Licence Agreement (this "Agreement") is entered into on [Licence Date] between [Licensor Name], of [Licensor Address] (the "Licensor"), and [Licensee Name], of [Licensee Address] (the "Licensee").
1. Grant of Licence
1.1 The Licensor hereby grants to the Licensee a [Licence Type] licence to exercise the following rights in the works described in Clause 1.2 (the "Works") in the Territory of [Territory] for the duration of [Licence Duration]: Licensed Rights: [Licensed Rights] Type of Works: [Work Type] 1.2 The Works licensed under this Agreement are: [Works Description]. 1.3 Sub-licensing: [Sub-Licensing]. Where sub-licensing is permitted, the Licensee shall ensure that all sub-licences are consistent with the terms of this Agreement and notify the Licensor of each sub-licence granted.
2. Royalties and Withholding Tax
2.1 The Licensee shall pay the Licensor in accordance with the following royalty terms: [Royalty Terms]. 2.2 The Licensee shall deduct withholding tax (WHT) at the applicable rate (10% for corporate licensors; 5% for individual licensors) from each royalty payment and remit to the Federal Inland Revenue Service (FIRS) within 21 days, in accordance with the Companies Income Tax Act Cap C21 LFN 2004. The Licensee shall provide WHT credit notes to the Licensor. 2.3 The Licensee shall maintain accurate records of all uses of the Works and provide the Licensor with quarterly royalty statements. The Licensor shall have the right to audit the Licensee's records upon 14 days' written notice.
3. Ownership and Moral Rights
3.1 The Licensor retains all ownership of copyright in the Works. Nothing in this Agreement transfers copyright ownership to the Licensee. All rights not expressly granted in this Agreement are reserved to the Licensor. 3.2 The Licensor's moral rights under the Copyright Act 2022 are acknowledged. The Licensee shall credit the Licensor as the author of the Works in any publication, broadcast, or communication to the public, as specified in writing by the Licensor.
4. Termination
4.1 Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach (including non-payment of royalties) that is not remedied within 30 days of written notice. 4.2 On termination, the Licensee shall immediately cease all use of the Works, destroy or return all copies of the Works in its possession, and certify in writing to the Licensor that it has done so. Any royalties accrued prior to termination remain payable.
5. Governing Law
5.1 This Agreement is governed by the laws of the Federal Republic of Nigeria, including the Copyright Act 2022. Disputes shall be submitted to the exclusive jurisdiction of the Federal High Court of Nigeria or resolved by arbitration under the Arbitration and Conciliation Act Cap A18 LFN 2004.
Signatures
Signed by the Licensor: [Licensor Name]
Signed by the Licensee: [Licensee Name]
Licensor
________________
Signature
Licensee
________________
Signature
What Is a Copyright Licence Agreement — Nigeria?
A Copyright Licence Agreement in Nigeria sets out the rights, duties and consideration binding the parties to it.
Copyright licences in Nigeria are governed by the Copyright Act 2022, which replaced the Copyright Act Cap C28 LFN 2004. The Nigerian Copyright Commission (NCC), established under Section 39 of the Copyright Act 2022, administers the copyright regime, operates a voluntary registration system for copyright works and licences, and enforces rights against infringement under Section 35 of the Copyright Act 2022. Unlike an assignment (which permanently transfers copyright under Section 11 of the Copyright Act 2022), a licence is a time-limited or purpose-limited permission that the licensor grants; when the licence expires or is terminated, all usage rights revert to the licensor.
Nigerian copyright law recognises two fundamental types of licences. An exclusive licence grants the licensee the sole right to exercise the licensed rights to the exclusion of all others, including the licensor itself (unless the licence expressly reserves rights to the licensor). A non-exclusive licence permits the licensee to use the work but does not prevent the licensor from granting the same rights to other licensees simultaneously. Sub-licences — the right of the licensee to grant licences to third parties — require express authorisation from the licensor under Nigerian law.
The Copyright Act 2022 also recognises compulsory licences in certain circumstances — for example, for educational use or for broadcasting works of Nigerian origin — but these are administrative mechanisms distinct from commercial licence agreements. Copyright licences are used extensively across Nigeria's publishing, music, film (Nollywood), software, broadcasting, advertising, and digital content industries.
Withholding tax on royalties paid under copyright licence agreements is governed by the Companies Income Tax Act (CITA) Cap C21 LFN 2004 and administered by the Federal Inland Revenue Service (FIRS). Under Section 78 of CITA, withholding tax at 10% applies to royalty payments to companies and 5% to individuals. Where the licensor is a non-resident foreign company, Section 13 of CITA imposes Nigerian tax on income derived from Nigeria, and the FIRS requires the Nigerian licensee to deduct withholding tax at source and remit within 21 days. The Stamp Duties Act (Cap S8 LFN 2004) imposes stamp duty on executed licence instruments. Disputes over copyright licences fall within the exclusive jurisdiction of the Federal High Court under Section 251(1)(f) of the Constitution of the Federal Republic of Nigeria 1999 (as amended) and Section 7(1)(b) of the Federal High Court Act Cap F12 LFN 2004. Corporate licensees registered under the Companies and Allied Matters Act 2020 (CAMA 2020) must ensure their CAC registration number appears in the agreement, and the Corporate Affairs Commission (CAC) may require disclosure of licence arrangements in annual returns where they constitute significant related-party transactions. The Nigeria Data Protection Commission (NDPC) under the Nigeria Data Protection Act 2023 (NDPA) imposes obligations where the licensed work involves personal data processing.
The legal framework governing the Copyright Licence Agreement — Nigeria in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Copyright Licence Agreement — Nigeria in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Copyright Licence Agreement — Nigeria?
A Nigeria Copyright Licence Agreement is needed whenever a copyright owner wishes to permit another party to use their copyrighted work while retaining ownership.
The licence is required when a book publisher in Nigeria acquires the right to publish an author's manuscript in Nigeria or across Africa. The author (licensor) grants the publisher (licensee) an exclusive licence to reproduce, print, and distribute the book in the agreed territory for the duration of the licence, while retaining ownership of the copyright.
The licence is needed when a music label, streaming platform, or broadcaster in Nigeria wants to use a Nigerian musician's sound recordings or compositions. Under the Copyright Act 2022, using a copyright work without a licence constitutes infringement; the licence documents the permission and establishes royalty payment obligations.
The licence is required when a software company sells or distributes its software application — whether as a shrink-wrap product, SaaS platform, or mobile app — to Nigerian businesses or consumers. The end-user licence agreement (EULA) is a copyright licence that sets out the terms on which users may install and use the software.
The licence is needed when a Nigerian advertising agency, brand owner, or media company wishes to use photographs, illustrations, video clips, or other third-party content in advertising campaigns, which requires a written licence from the copyright owner.
The licence is also required when a Nigerian company uses a foreign copyright work in Nigeria — for example, translating and publishing a foreign book, adapting a foreign film for a Nigerian audience, or implementing foreign software — where the foreign copyright owner grants a territorial licence for Nigeria.
Parties in Nigeria should prepare a Copyright Licence Agreement — Nigeria proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Copyright Licence Agreement — Nigeria
A Nigeria Copyright Licence Agreement must contain the following key elements.
Party identification: Full legal names, addresses, and CAC registration numbers (for corporate parties) of the licensor and the licensee. Confirm the signatories' authority to bind their respective parties.
Description of licensed works: A precise description of the copyright work(s) being licensed — title, nature of the work (literary, musical, artistic, software, film), date of creation, and any NCC registration details. Attach a schedule if multiple works are licensed.
Type of licence — exclusive or non-exclusive: State clearly whether the licence is exclusive (the licensee has sole rights to the exclusion of the licensor and all other parties) or non-exclusive (the licensor may grant similar rights to other parties). An exclusive licence in Nigeria should be in writing and signed by the licensor to be enforceable under the Copyright Act 2022.
Scope of licensed rights: Specify exactly which of the exclusive copyright rights are licensed — for example, the right to reproduce, the right to distribute, the right to broadcast, the right to adapt, the right to translate, or all rights. Rights not expressly granted are retained by the licensor.
Territory: The geographical area in which the licensee is permitted to exercise the licensed rights — for example, Nigeria only, all of Africa, or worldwide.
Duration: The period of the licence. Upon expiry, the licensed rights revert to the licensor unless the licence is renewed by agreement.
Royalties and payment: The royalty rate (as a percentage of revenue, a fixed fee per copy, or a flat licence fee in NGN), the payment schedule, the obligation to provide royalty statements, and the licensor's right to audit the licensee's royalty calculations.
Sub-licensing: Whether the licensee is permitted to grant sub-licences to third parties, and if so, the conditions applying to sub-licences.
Moral rights: Acknowledgement of the licensor's moral rights under the Copyright Act 2022, and the licensor's permission (if any) for the licensee to modify, adapt, or reformat the work.
Termination: The grounds for termination of the licence (including material breach, non-payment of royalties, insolvency), the notice period, and the consequences of termination — including cessation of use and destruction of copies.
Additional compliance elements for a Copyright Licence Agreement — Nigeria used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Copyright Licence Agreement — Nigeria (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/intellectual-property/copyright-licence-agreement-nigeria
"Copyright Licence Agreement — Nigeria (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/intellectual-property/copyright-licence-agreement-nigeria.
@misc{formslegal-copyright-licence-agreement-nigeria,
author = {{Forms Legal}},
title = {Copyright Licence Agreement — Nigeria (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/intellectual-property/copyright-licence-agreement-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
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Frequently Asked Questions
A copyright assignment and a copyright licence both allow a third party to use a copyrighted work, but they differ fundamentally in the ownership rights they create. A copyright assignment under Section 11 of the Copyright Act 2022 permanently transfers ownership of the copyright from the assignor to the assignee. After an assignment, the assignor no longer owns the copyright and has no further rights in the work (subject only to any licence-back granted to the assignor in the assignment agreement). A copyright licence, by contrast, is a permission to use the work for a defined purpose, territory, and period, while the licensor retains ownership of the copyright. When the licence expires or is terminated, all rights revert to the licensor. The choice between assignment and licence depends on the commercial goal: if the buyer wants permanent ownership (for example, a company buying software developed by a contractor), an assignment is appropriate; if the copyright owner wants to generate ongoing royalty income from multiple users (for example, a music publisher licensing recordings to multiple platforms), a non-exclusive licence is more suitable. For authors and creators, assigning copyright involves permanently giving up all economic rights, so terms must be carefully negotiated.
Under the Copyright Act 2022, an exclusive licence of copyright must be in writing and signed by or on behalf of the licensor to be legally effective. An oral exclusive licence would not be enforceable as an exclusive licence in Nigeria. A non-exclusive licence, by contrast, does not strictly require writing to be legally valid — a non-exclusive licence may be implied from the circumstances of the transaction. For example, where a photographer is paid to take photographs for a wedding and the couple uses the photographs in a printed album, the photographer is deemed to have impliedly granted a non-exclusive licence for that use even without a written agreement. However, relying on implied licences is risky because the scope of the implied licence is a matter of interpretation and may be narrower than the parties expected. Best practice for all commercial copyright licences in Nigeria — whether exclusive or non-exclusive — is to document the licence in writing, specifying the scope, territory, duration, royalty, and other terms clearly, to avoid disputes and ensure enforceability.
Royalties paid under copyright licence agreements in Nigeria are subject to withholding tax (WHT) under the Companies Income Tax Act Cap C21 LFN 2004 (CITA). The WHT rate on royalties paid to a Nigerian resident (individual or company) is 10% for companies and 5% for individuals. Where royalties are paid to a non-resident copyright owner (a foreign licensor) in respect of the use of copyright in Nigeria, WHT at the rate of 10% is deducted at source by the Nigerian licensee under Section 13 of CITA, unless a reduced rate applies under a Double Taxation Agreement (DTA) between Nigeria and the licensor's home country. Nigeria has DTAs with several countries including the UK, France, Belgium, the Netherlands, Romania, Pakistan, South Africa, China, and Canada, which may reduce the WHT rate on cross-border royalties. The Nigerian licensee must deduct the WHT at source and remit to the Federal Inland Revenue Service (FIRS) within 21 days, and provide the licensor with a WHT credit note. Cross-border royalty payments also require compliance with the CBN's foreign exchange regulations.
A Copyright Licence Agreement — Nigeria does not legally require a lawyer in Nigeria, and individuals and businesses may draft and execute the document independently. The Companies and Allied Matters Act (CAMA) 2020 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Nigeria lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of Nigeria has jurisdiction over disputes arising from this type of document, and Corporate Affairs Commission (CAC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A copyright licence agreement in Nigeria can be terminated before its scheduled expiry date on grounds specified in the agreement or, in certain circumstances, under the general law. Express termination grounds typically include: material breach of a key obligation (such as non-payment of royalties or use of the work outside the licensed scope), insolvency or winding-up of the licensee under the Companies and Allied Matters Act 2020 (CAMA 2020), assignment of the licence without the licensor's consent, or the occurrence of a specified trigger event. Notice periods for termination should be clearly stated — Nigerian courts apply the contractual notice period strictly, and a purported termination without proper notice may itself constitute a breach. Under the Copyright Act 2022, the Nigerian Copyright Commission (NCC) may intervene in licensing disputes where a statutory or compulsory licence is involved. Where the licence was registered with the NCC, termination should be notified to the Commission to update the register. Upon termination, the licensee must cease all use of the licensed work, destroy or return all copies, and provide a written confirmation of compliance. If the licensee continues to use the work after termination without authority, the licensor can bring an infringement action before the Federal High Court under Section 35 of the Copyright Act 2022, claiming damages, an account of profits, injunctive relief, and delivery up of infringing copies. The Federal Inland Revenue Service (FIRS) should be notified if the termination affects outstanding withholding tax obligations on accrued royalties.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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