BYHEART DESIGN SWEDEN
Template for Individual Agreement
This Assignment of Economic Rights ("Assignment") is entered into between Byheart Design Sweden and the Buyer identified below.
This Assignment is intended exclusively for business-to-business (B2B) transactions.
This Assignment shall be governed by Swedish law, including applicable provisions of the Swedish Copyright Act (1960:729).
1. PARTIES
1.1 ASSIGNOR
Byheart Design Sweden
Artist & Surface Pattern Designer: Batoul Yazdanian
Nämndemansgatan 11
170 66 Solna
Sweden
VAT No.: SE670919250101
Email: info@byheart.design
Phone: +46 (0)73 940 56 18
Website: byheart.design
Hereinafter referred to as the "Assignor."
1.2 ASSIGNEE
Company / Legal Name:
Company Registration No.:
VAT No. (if applicable):
Registered Address:
Postal Code / City:
Country:
Authorized Representative:
Email:
Website:
Hereinafter referred to as the "Assignee."
The Assignee confirms that it enters into this Assignment in the course of its trade, business, or professional activity and not as a private consumer.
2. DESIGN & ORIGINAL ARTWORK
2.1 Assigned Design
Design Title:
Design Reference / SKU:
Description:
Original Artwork Reference, if applicable:
The economic rights transferred under this Assignment apply only to the Design expressly identified above.
No other artwork, pattern, motif, collection, variation, colorway, sketch, source material, or Design by Byheart Design is included unless expressly identified in this Assignment.
2.2 Original Physical Artwork
☐ Original physical artwork is NOT included
☐ Original physical artwork is included as expressly specified below:
Unless expressly stated otherwise, any original painting, drawing, sketch, or other physical artwork from which the Design was developed remains the property of Byheart Design and/or Batoul Yazdanian.
Transfer of the physical original does not, by itself, determine the scope of the economic copyright rights assigned under this Assignment.
3. ECONOMIC RIGHTS ASSIGNED
3.1 Scope of Assignment
Subject to full payment of the Assignment Fee, Byheart Design assigns to the Assignee only the economic rights expressly selected and specified below.
☐ Right to reproduce the Design
☐ Right to manufacture products incorporating the Design
☐ Right to distribute and sell products incorporating the Design
☐ Right to use the Design in advertising and marketing relating to the approved products
☐ Right to use the Design in e-commerce and digital product presentation
☐ Right to adapt the Design for technical production requirements
☐ Right to modify the Design as expressly specified below
☐ Right to authorize manufacturers and production partners to use the Design solely for the Assignee's authorized production
☐ Right to transfer or sublicense the assigned economic rights to affiliated companies, as expressly specified below
☐ Other:
Specific limitations or conditions:
Any economic right not expressly assigned remains with Byheart Design and/or the Artist to the extent permitted by applicable law.
3.2 Products / Product Categories
The assigned economic rights apply to:
☐ All Product Categories
or only:
☐ Womenswear
☐ Menswear
☐ Childrenswear
☐ Activewear / Sportswear
☐ Swimwear
☐ Accessories
☐ Home & Interior
☐ Fabric / Textiles
☐ Stationery / Gift
☐ Other: ______________________________
Specific Approved Products:
3.3 Territory
☐ Worldwide
☐ Europe
☐ North America
☐ Asia-Pacific
☐ Other / Defined Territory:
3.4 Duration
☐ Assignment for the full applicable term of the assigned economic rights
☐ Assignment for a limited period:
Start Date: __________________________
End Date: ___________________________
☐ Other:
"Full Buyout" is a commercial description and does not replace or expand the specific scope of rights expressly stated in this Assignment.
4. ARTIST'S RIGHTS, MODIFICATIONS & PORTFOLIO
4.1 Artist and Moral Rights
Batoul Yazdanian remains the creator and original Artist of the Design.
Nothing in this Assignment constitutes a general waiver or transfer of the Artist's moral rights.
Any consent relating to modification, adaptation, attribution, or non-attribution applies only to the extent expressly stated in this Assignment and permitted under applicable Swedish law.
4.2 Modification Rights
☐ Technical production modifications only
☐ Color modifications permitted
☐ Scale and repeat modifications permitted
☐ Motif rearrangement permitted
☐ Broader creative modification permitted as specified below
Agreed modification rights/limitations:
Unless otherwise expressly agreed, the Assignee shall not use or modify the Design in a manner that infringes the Artist's moral rights under applicable law.
4.3 Portfolio Rights
Choose one:
☐ Byheart Design may continue to display the Design as part of its historical professional portfolio, website, social media, trade show presentations, lookbooks, and professional presentations, but may not commercially relicense the assigned rights.
☐ Byheart Design may display the Design only after the following date or product launch:
☐ Portfolio use is not permitted after Assignment.
☐ Other:
Where portfolio use is permitted, Byheart Design's display of the Design does not constitute an offer to relicense rights that have been exclusively assigned to the Assignee.
5. ASSIGNMENT FEE & TRANSFER OF RIGHTS
5.1 Assignment Fee
Agreed Assignment Fee:
€ / $ _________________________________
Currency:
☐ EUR
☐ USD
☐ Other: __________________________
All amounts are exclusive of VAT unless expressly stated otherwise.
Applicable VAT and other tax treatment shall be determined in accordance with applicable Swedish law and, where relevant, applicable European Union rules.
5.2 Payment
Payment Terms:
☐ Full payment before the Assignment becomes effective
☐ Deposit of ______ % / € / $ __________
Balance Due: ________________________
☐ Other:
Payment may be made using any payment method made available by Byheart Design, including credit/debit card, bank transfer, Shopify Checkout or secure payment link, or another payment method offered by Byheart Design.
EFFECTIVE TRANSFER OF RIGHTS
The Assignment of economic rights does not become effective until the full Assignment Fee has been received by Byheart Design, unless the parties expressly agree otherwise in writing.
Until full payment has been received, the economic rights covered by this Assignment remain with Byheart Design and/or Batoul Yazdanian, subject to any separate written agreement between the parties.
5.3 Remuneration
The parties acknowledge that the Assignment Fee has been negotiated in relation to the scope, duration where applicable, territory, product categories, modification rights, and commercial nature of the economic rights assigned under this Assignment.
6. SWEDISH LAW, FINAL AGREEMENT & SIGNATURES
6.1 Swedish Copyright Law
This Assignment shall be governed by and construed in accordance with the laws of Sweden, including applicable provisions of the Swedish Copyright Act (1960:729).
Nothing in this Assignment shall be interpreted as transferring rights that have not been expressly identified or as excluding rights of the Artist that cannot validly be excluded under applicable law.
The parties acknowledge that the Assignment of economic rights and the ownership of a physical original artwork are separate matters.
6.2 Non-Exploitation of Assigned Exclusive Rights
Where this Assignment grants the Assignee exclusive rights and the Design is not commercially exploited within a reasonable period, the Artist retains any mandatory rights available under applicable Swedish copyright law.
Nothing in this Assignment is intended to restrict any mandatory right of the Artist relating to the non-exploitation of exclusively assigned rights.
6.3 Entire Assignment
This Assignment and any expressly incorporated schedules or attachments constitute the entire agreement between the parties regarding the Assignment of economic rights in the Design identified in Section 2.
Any amendment to this Assignment must be agreed upon in writing by both parties.
No right shall be considered assigned merely because it was discussed, requested, or included in preliminary correspondence.
6.4 Disputes
The parties shall first attempt in good faith to resolve any dispute through direct negotiation.
Any dispute that cannot be resolved through negotiation shall be subject to the competent courts of Sweden unless the parties expressly agree in writing to another dispute-resolution procedure.
6.5 Electronic Acceptance
This Assignment may be accepted and executed electronically.
Electronic signatures, digital acceptance, or other electronic confirmation may be used as evidence of the parties' agreement, subject to applicable law.
SIGNATURES
By signing below, the parties confirm that they have read, understood, and agreed to the terms of this Assignment, including the specific scope of the economic rights assigned and the agreed Assignment Fee.
ASSIGNEE / BUYER
Company / Legal Name:
Authorized Representative:
Position / Title:
Signature:
Date of Signature:
ASSIGNOR
Byheart Design Sweden
Artist & Surface Pattern Designer: Batoul Yazdanian
Signature:
Date of Signature: