Colorado § 7-80-1213 - Artistic work created during membership - restriction on transfer.

§ 7-80-1213. Artistic work created during membership - restriction on transfer.

(1) The articles of organization or operating agreement of an artist company may require artist-members to assign or exclusively license to the artist company artistic work created by the artist-members during membership that relates to the artistic mission of the artist company. Artistic work assigned or exclusively licensed pursuant to this subsection (1) is subject to the reversionary rights set forth in section 7-80-1221 (2)(a)(I), which reversionary rights constitute a retained interest that does not transfer to the artist company and is not available to creditors of the artist company. Intellectual property created on behalf of the artist company that does not constitute artistic work is not subject to the reversionary rights and is an asset of the artist company.

(2) If the assignment or exclusive licensing terms described in subsection (1) of this section are included in an artist company's articles of organization or operating agreement, the articles of organization or operating agreement of the artist company must also include a narrative description of the artistic work to be created by the artist company to delineate the scope of artistic work subject to assignment or exclusive licensing.

(3) An artist-member may retain specified artistic work created by the artist-member during the artist-member's membership by providing written notice to the artist company describing the artistic work to be retained by the artist-member. The written notice may be provided at the time the artist-member joins the artist company or within thirty days after the generation of the artistic work. If a written notice is provided, the artist-member shall grant the artist company a nonexclusive, perpetual, irrevocable license to the artistic work to the extent that the artist-member uses the artistic work in the artist-member's work for the artist company.

(4) All artistic work assigned or exclusively licensed to or created by artist-members on behalf of the artist company must be owned by either the artist-members or the artist company and is subject to the reversionary rights described in section 7-80-1221 (2)(a)(I). The artistic work shall not be transferred to, owned by, assigned to, or exclusively licensed to nonartist members or investors or other nonartist third parties except through licenses or other contractual agreements entered into with unaffiliated third parties in the ordinary course of business for bona fide commercial purposes. Licenses and contractual agreements described in this subsection (4) are subject to the reversionary rights described in section 7-80-1221 (2)(a)(I). The articles of organization or operating agreement may address:

(a) Treatment of artistic work upon an artist-member's departure from the artist company, including whether the artistic work remains with the artist company or reverts to the departed artist-member in specified departure scenarios;

(b) Rights of departed artist-members to continue receiving royalties or revenues from artistic work created during their membership;

(c) Rights of remaining artist-members to continue using or exploiting artistic work created jointly with departed artist-members;

(d) Procedures and consent requirements for any sale or assignment of artistic work to nonartist third parties, which must include the consent of the artist-member who created the artistic work and provide for consideration to be paid to the artist-member for relinquishment of the artist-member's reversionary rights if the reversionary rights are to be included in the sale or assignment; and

(e) Upon dissolution of the artist company, reversionary rights as described in section 7-80-1221 (2)(a)(I).

Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1633, § 1, effective August 12.