What is a reversion clause?

Why reversion clauses exist

Publishing and licensing deals often require a creator to assign or exclusively license rights to a company for the company to properly invest in producing, marketing or distributing the work. Without a reversion clause, that transfer is typically permanent even if the company stops actively using the work, goes out of business, or simply lets the rights sit dormant for years without ever releasing the value the creator expected.

Common triggers for reversion

The most common trigger is a fixed term, such as rights reverting after five or ten years regardless of activity. A second common trigger is non-use, where rights revert if the company fails to publish, distribute or exploit the work within a specified window, often called a use-it-or-lose-it clause. A third trigger is company failure, where rights revert automatically if the licensee goes bankrupt, is dissolved, or is sold to a party the creator has not approved.

US statutory termination rights versus contractual reversion

In the US, federal copyright law grants authors a statutory termination right allowing them to reclaim assigned rights after 35 years, regardless of what the original contract says, though the process requires filing specific notices within defined windows. This is separate from and in addition to any contractual reversion clause, and it cannot be waived by contract. The EU has no single equivalent statutory termination right at union level, so contractual reversion clauses do most of the work for European creators and rely entirely on what was actually negotiated.

Negotiating the clause

Because reversion is rarely offered by default, a creator generally has to ask for it during contract negotiation. Reasonable asks include a non-use trigger of one to three years for publishing deals, an automatic reversion on company insolvency, and a defined notice process for reclaiming rights rather than a vague promise to 'discuss it later'.

WHAT TO DO

1. 01Request a non-use trigger with a specific time window when signing a publishing or licensing deal.
2. 02Add an automatic reversion on the licensee's insolvency or dissolution.
3. 03Note the statutory 35-year US termination right and calendar the filing window if it applies to your work.
4. 04Get the reversion trigger and notice process written into the contract, not left as a verbal understanding.