Assignment and licensing
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Selling outright versus licensing — two fundamentally different contracts, and the clauses both should contain.
There are two ways to let someone else use your work lawfully, and they differ in kind, not merely in degree.
Assignment: an outright sale
The owner transfers ownership of the economic rights. After assignment you are no longer the owner and may not exploit the work yourself unless the contract says otherwise.
One absolute limit: moral rights cannot be assigned, except the right of publication. However the contract is worded, the author keeps attribution and integrity.
Where a work is jointly owned, assignment needs all co-owners' consent — unless the work has separable parts, in which case each owner may assign their own part.
Licensing
The owner permits another party to use the work within an agreed scope, term and territory while keeping ownership. This is far more common commercially.
Three variants: exclusive (only the licensee may use it, including as against the owner within the granted scope), non-exclusive (the owner may still use and licence to others), and sub-licensing (the licensee may grant onward rights — only if the head licence allows).
What the contract needs
Both must be in writing. The clauses whose absence almost guarantees a dispute:
Identify the work precisely — title, description, version, file formats. "The brand identity" is too vague to enforce.
List the specific rights granted. Do not write "all rights". Enumerate: reproduction, distribution, communication to the public, making derivative works. If the licensee needs to modify the work, the derivative-works right must be spelled out.
Territory and term. For licences, an unstated term invites argument over whether the deal is still alive.
Price and payment, tied to the moment rights transfer. Good practice is to make transfer conditional on payment in full.
A non-infringement warranty — the grantor confirms the work is their own or that they may deal with it, and takes responsibility for third-party claims.
Delivery of source files. The simplest clause and the most frequently forgotten. Owning rights without the working files sharply reduces their practical value.
Permitted scope of modification. Since the integrity right cannot be assigned, agree in advance what alterations the author accepts.
Collective management organisations
In some fields, especially music, licensing happens through a collective management organisation rather than directly. In Vietnam the largest for music is VCPMC. These bodies licence uses and collect and distribute royalties on members' behalf.
That is why online platforms can play music lawfully without negotiating with every songwriter — and why a café playing music still has royalty obligations even though it copies nothing itself.