ip assignment contract

This intellectual property agreement  is between , an individual a(n) (the " Assignor ") and  , an individual a(n) (the " Assignee ").

The Assignor has full interest in the intellectual property listed in Exhibit A and described in section 1 below.

The Assignor wishes to transfer to the Assignee, and the Assignee wishes to purchase and receive from the Assignor, all of its interest in the Intellectual Property.

The parties therefore agree as follows:

1. ASSIGNMENT OF INTELLECTUAL PROPERTY.

The Assignor assigns to the Assignee, and the Assignee accepts the assignment of, all of the Assignor's interest in the following in the United States and its territories and throughout the world:

• (a) the intellectual property rights related to the intellectual property listed in Exhibit A ;
• (b) all precursors, portions, and works in progress with respect to that intellectual property and all inventions, works of authorship, mask works, technology, information, know-how, materials, and tools relating to those or to the development, support, or maintenance of those;
• (c) all copyrights, patent rights, trade dress, trade names, business names, other indicia of origin, trade secret rights, trademark rights, mask works rights, and all other intellectual property rights and all business, contract rights, and goodwill in, incorporated, or embodied in, used to develop, or related to any of those; and
• (d) the registrations and applications for registrations of the foregoing (collectively, the" Intellectual Property ").

2. PURCHASE PRICE.

The Assignee shall pay the Assignor a flat fee of $ as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than .

3. RECORDATION.  

In order to record this assignment with all relevant government agencies, within hours of the effective date of this assignment, the parties shall sign the form of intellectual property assignment agreement attached as Exhibit B . The is solely responsible for filing the assignment and paying any associated fees of the transfer.

4. NO EARLY ASSIGNMENT.

The Assignee shall not assign or otherwise encumber its interest in the Intellectual Property or any associated registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.

5. ASSIGNOR'S REPRESENTATIONS.

The Assignor hereby represents and warrants to the Assignee that it:

• (a) is the sole owner of all interest in the Intellectual Property;
• (b) has not transferred, exclusively licensed, or encumbered any Intellectual Property or agreed to do so;
• (c) is not aware of any violation, infringement, or misappropriation of any third party's rights (or any claim of those) by the Intellectual Property;
• (d) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this assignment;
• (e) was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to any item of Intellectual Property.

The Assignor shall immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this assignment inaccurate.

6. INDEMNIFICATION. The Assignor shall indemnify the Assignee against:

• (a) any claim by a third party that the Intellectual Property or its use, manufacture, sale, distribution, or reproduction infringes on or misappropriates any copyrights, trade secrets, patents, or other intellectual property;
• (b) any claim by a third party that this assignment conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Assignor is a party or of which it has knowledge;
• (c) any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of any of the Intellectual Property by the Assignor; and
• (i) the Assignee promptly notifies the Assignor of that claim;
• (ii) the Assignor controls the defense and settlement of that claim;
• (iii) the Assignee fully cooperates with the Assignor in connection with its defense and settlement of that claim; and
• (iv) the Assignee stops all sales, distribution, and public use of the infringing Intellectual Property, if requested by the Assignor.
• (i) obtain the right for the Assignee to continue to use the infringing Intellectual Property;
• (ii) modify the infringing Intellectual Property to eliminate the infringement;
• (iii) provide substitute noninfringing intellectual property to the Assignee pursuant to this assignment; or
• (iv) refund to the Assignee the amount paid under this assignment for the infringing Intellectual Property.
• (c) No Other Obligations. The Assignor shall have no other obligations or liability if infringement occurs, and shall have no other obligation of indemnification or to defend relating to infringement. The Assignor shall not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability if the infringement is based on (i) any modified form of the Intellectual Property not made by the Assignor, (ii) any finding or ruling after the effective date of this assignment, or (iii) the laws of any country other than the United States of America or its states.

7. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

8. AMENDMENTS.

No amendment to this assignment will be effective unless it is in writing and signed by a party or its authorized representative.

9. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this assignment, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this assignment, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

10. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

11. SEVERABILITY.

If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

12. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Assignor: 
• If to the Assignee: 
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

13. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

14. ENTIRE AGREEMENT.

This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

15. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

16. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

17. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to betaken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature. 

[PAGE BREAK HERE] EXHIBIT A LIST OF INTELLECTUAL PROPERTY

[PAGE BREAK HERE] EXHIBIT B FORM OF RECORDABLE INTELLECTUAL PROPERTY ASSIGNMENT For good and valuable consideration, the receipt of which is hereby acknowledged, an individual a(n) (the " Assignor ") hereby assigns to an individual a(n) (the " Assignee ") all of the Assignor's interest in the Intellectual Property identified in Attachment A to this assignment, and the Assignee accepts this assignment.

Each party is signing this agreement on the date stated opposite that party's signature.

[PAGE BREAK HERE]

ATTACHMENT A INTELLECTUAL PROPERTY

Free Intellectual Property Assignment Agreement Template

Safeguard the sale or purchase of assets with an intellectual property assignment agreement. transfer the ownership of patents, trademarks, software, and other critical assets easily..

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Intellectual property assignment agreement: How-to guide

In the dynamic realm of commerce and innovation, the notion of property extends far beyond physical boundaries. Just as one might transfer ownership of a house or a car, the exchange of intellectual property (IP) rights is a critical component of modern business transactions. For instance, if you're launching a startup, acquiring product rights, or even purchasing an entire company, in each scenario, the seamless transfer of intellectual property ownership is essential for ensuring a smooth transition and protecting your interests.

So what constitutes intellectual property? Intellectual property encompasses creations of the mind, such as inventions, software, and hardware programs, literary and artistic works, designs, symbols, names, and images. As businesses grow and evolve, the need to manage and protect these valuable assets becomes increasingly important. One crucial aspect of managing intellectual property is through intellectual property assignment agreement, otherwise known as IP assignment agreement. These agreements facilitate the transfer of IP rights from one part to another.

In this article, we’ll explore the nuances of intellectual property assignment agreements, including their definitions, benefits, types, and considerations.

What is an intellectual property assignment agreement?

An intellectual property assignment agreement, also known as an IP assignment agreement, is a written contract that transfers intellectual property rights from one party (the assignor) to another (the assignee). Intellectual property covers a broad spectrum of intangible assets, including patents, copyrights, trademarks, trade secrets, and more.

For instance, a software developer might have created a groundbreaking algorithm while employed at the company. Through an IP assignment agreement, the developer transfers the rights to this algorithm to the employer, ensuring that the company has exclusive ownership and control over its use and commercialization.

Benefits of IP assignment agreement

IP assignment agreements are crucial in a company’s business and provide multiple benefits for the assignor and assignee.

Clear ownership

By executing an IP assignment agreement, the assignor unequivocally transfers all rights and interests in the intellectual property to the assignee. This clarity of ownership and proprietary rights helps to avoid disputes and potential litigation over the ownership of the IP in the future.

Legal protection

By formally transferring the IP rights through a written agreement, both parties are legally protected. This protection can be essential in case of any infringement or misuse of intellectual property.

Assured compensation or price guarantee

When transferring IP ownership rights for patents, trademarks, copyrights, etc., the original owner gets compensated by the party buying the ownership. The buyer will also pay the IP owner an agreed-upon price for the IP, which will be paid on the date as decided by the involved parties. 

No future obligations

The party selling the IP won’t be responsible for meeting any future obligations. For instance, if there is an existing trademark that requires constant monitoring to know whether the trademark is used by any other competitors, the seller won't bear the charges incurred for  trademark monitoring . The buyer has to bear these and any future trademark maintenance costs.

Commercialization opportunities

Assigning intellectual property rights can enable businesses to commercialize the intellectual property more effectively. This could involve licensing the IP to third parties, selling it outright, or using it as collateral for financing.

Facilitates collaboration

In cases where multiple parties are involved in creating intellectual property, an assignment agreement can facilitate collaboration by clearly defining each party's rights and responsibilities.

Risk mitigation

For businesses acquiring ownership rights to intellectual property, an assignment agreement mitigates the risk of third parties claiming rights to the IP. It provides a legal basis for defending against infringement claims and protects the assignee's investment in the IP.

Enhanced value

Clear ownership of intellectual property assets can enhance the value of a business, especially during mergers, acquisitions, or fundraising activities. Investors and stakeholders are more likely to perceive a business positively when it has secure ownership of valuable IP assets. For example, let’s say your start-up company holds sole intellectual property rights to an automatic house-locking system. When your company gets acquired by another company, the new company will also evaluate the value of the IP owned.

Understanding IP assignment agreements: Considerations for sellers

While intellectual property assignment agreements offer various benefits, as a seller of the IP you need to keep in mind what it entails for you when you sell your IP.

Choosing between an IP assignment and a licensing agreement

In an IP assignment agreement, the seller transfers all ownership rights to the intellectual property for a predetermined fee. Here the seller gets a fair market value for their IP as a one-time payment. However, if they had opted for an  IP licensing arrangement , they could have retained the ownership of their IP while giving certain usage rights to the interested party. For instance, let’s say you have written and composed a song. A music company wants your song under their label. Here you have two options. You can sell your song completely to the music label, where they’ll have the right to use or alter your song as they deem fit. Or you can license your creation for an agreed-upon fee or price and set the terms and conditions for using your song. Here you’re getting paid for your creation while retaining ownership of your creation. Whichever option works best for you can be opted and respective agreements can be drawn.  

Value uncertainty

The value of intellectual property can fluctuate over time due to changes in market demand, technological advancements, or legal developments. Sometimes an intellectual property’s future value can increase tremendously, impacting the fairness of the negotiated price. Hence, while deciding the price of such assets, the seller should calculate the future valuation and decide the price of IP.

Limited future opportunities

Once intellectual property rights are assigned, the assignor may be restricted from using or further developing the intellectual property in the future. This limitation could hinder the assignor's ability to explore new business ventures or pivot their existing strategies.

In conclusion, while an intellectual property assignment agreement offers significant benefits in terms of clarity, protection, and commercialization of intellectual property assets, parties must carefully weigh these advantages against the limitations. Consulting with legal professionals experienced in intellectual property law is essential to navigate these considerations effectively.

What are the types of IP assignment agreements?

Intellectual property assignment agreements are comprehensive in nature, outlining the terms and conditions under which the transfer of IP ownership occurs. Here's an overview of the types of IP assignment agreements:

Patent assignment agreement or assignment of patents

A  patent assignment agreement is a written agreement whereby the owner of a patent transfers or assigns their ownership rights to the other party. This agreement ensures that the assignee gains full legal rights to the patent, including the right to exclude others from making, using, or selling the patented invention, innovations, and processes. Patent assignment agreements typically include details about the patented invention, including patent numbers, descriptions, and any related rights or obligations. 

Copyright assignment agreement or assignment of copyrights

Copyright assignment agreements transfer ownership of creative works, such as literary works, music, art, and other creative expressions. By signing a copyright assignment agreement, the creator relinquishes their rights to reproduce, distribute, and display the copyrighted work to the assignee.

Trademark assignment agreement or assignment of trademarks

Trademark assignment agreements transfer ownership of trademarks, which are used to identify and distinguish goods or services in the marketplace. Through this agreement, the assignor relinquishes their exclusive rights to use the trademark in commerce, allowing the assignee to use and enforce the mark for their business or products.

Trade secret assignment agreement or assignment of trade secrets

Trade secret assignment agreements are used to transfer ownership of confidential information or trade secrets from one party to another. These agreements outline the specific trade secrets being transferred and impose obligations of confidentiality on the assignee to protect the secrecy of the information. 

By signing such an agreement, the assignee gains the rights to use and protect the trade secrets for their own benefit. It can be any proprietary information like formulas, processes, customer lists, and business strategies. These agreements typically include provisions to maintain confidentiality and prevent unauthorized disclosure or use of trade secrets.

Design assignment agreement or assignment of design

An assignment of design agreement involves the transfer of ownership rights related to industrial designs or product designs. It ensures that the assignee gains exclusive rights to reproduce, distribute, and modify the design according to their business needs. This agreement is crucial for companies involved in product development and manufacturing.

Employee or contractor IP assignment agreement

These agreements transfer ownership of intellectual property created by employees or contractors during their employment or engagement. They are essential for employers to secure ownership of IP developed by their personnel. They often include provisions related to confidentiality, non-competition, and non-disclosure, which are mostly included in an employment agreement. Sometimes, employers even ask employees to sign separate non-disclosure agreements whenever an employee comes up with an invention.  

Assignment of IP in a joint venture  

In cases where multiple parties jointly create intellectual property, a joint ownership agreement may establish each party's rights and responsibilities. These agreements detail the terms of joint ownership, including each party's share of the IP, decision-making authority, and rights to exploit the IP.

It's essential to choose the appropriate type of IP assignment agreement based on the specific intellectual property rights being transferred and the circumstances of the transaction. Consulting with legal professionals knowledgeable in intellectual property law can help ensure that the agreement adequately protects the interests of all parties involved.

Who uses intellectual property assignment agreements?

IP assignment agreements are utilized across a spectrum of industries and scenarios. These agreements are crucial tools for businesses and individuals seeking to define and transfer intellectual property rights.

Corporations and businesses

Employment agreement : Companies frequently incorporate IP assignment clauses into their employment contracts. This ensures that any intellectual property created by employees during the course of their employment is automatically assigned to the company.

Consulting agreement : Similar to employment agreements, consulting contracts may include provisions requiring consultants to transfer any intellectual property they develop while working for the company.

Transactions contemplated : In mergers, acquisitions, or other business transactions, IP assignment agreements are employed to transfer ownership of intellectual property assets between parties.

Joint ventures : Partners in joint ventures often use these agreements to clarify ownership rights and facilitate the sharing or licensing of intellectual property developed during the collaboration.

Individuals and inventors

Prior inventions : An individual with a prior invention may use IP assignment agreements to transfer ownership rights to a new employer or business partner.

Consultants and contractors : Freelancers, consultants, and independent contractors may be required to sign an IP or invention assignment agreement as part of their contractual arrangement with clients.

Startups : Startup founders commonly use these agreements to consolidate ownership of intellectual property created before or during the company's establishment.

In essence, assignment agreements are utilized by parties across various sectors and contexts to facilitate the transfer of valuable intellectual property rights, ensuring legal protection and compliance while fostering innovation and business growth.

Key provisions of an intellectual property assignment agreement

Introduction.

Begin the agreement by formally introducing the parties involved to the agreement. In an intellectual property assignment agreement, the party selling the IP is called the “assignor,” and the other party who buys it is called the “assignee.” Here, along with providing the details of the intellectual property, the assignor explicitly agrees to transfer intellectual property rights to the assignee according to the agreed-upon terms of the agreement.

Assignment of IP

This section specifies the intellectual property being transferred. It identifies the specific patents, trademarks, copyrights, trade secrets, or other intellectual property referenced in the agreement. Additionally, it outlines the scope of the transfer and any limitations on the assigned IP rights.

Purchase price

The agreement details any monetary compensation involved in the transfer of intellectual property rights. In this section, clearly outline the payment terms of the agreement. Detail whether the parties hereto agree to pay the assignor as a lump sum or in installments. If the payment is made in installments, you must also provide the schedule for such payment.

Recordation

To formalize the transfer of intellectual property rights, recordation with relevant authorities may be necessary. This provision addresses the requirement and process for recording the assignment with the appropriate governmental authority, ensuring compliance with legal formalities. 

No early assignment

This clause states that the assignment of IP rights cannot occur before certain conditions are met, such as before the completion of a project or the fulfillment of payment obligations. This section prevents premature transfers of IP.

Assignor’s representations

In this part, the assignor provides assurance that they have the sole right to the IP created and it hasn’t been licensed to any third-parties. They also affirm that they have the legal authority to transfer ownership of the IP and there are no undisclosed encumbrances or infringements.

Indemnification

This provision outlines the parties' obligations to indemnify each other against any losses, damages, or liabilities arising from a breach of the agreement or the assertion of third-party claims related to the transferred IP.

Governing law

This section specifies the jurisdiction whose laws will govern and interpret the agreement. It provides clarity in the event of legal disputes.

This clause outlines the procedures for making changes or modifications to the intellectual property assignment agreement. To make any changes pertaining to the terms of the agreement requires written consent from both parties.

Assignment and delegation

This provision addresses the transferability of rights and obligations under the IP assignment agreement. They stipulate whether parties can assign their rights or delegate their duties to third parties.

Counterparts; electronic signatures

This section permits the IP assignment agreement to be executed in multiple counterparts, facilitating convenience in signing. It also recognizes the legal validity of electronic signatures, ensuring compliance with modern technological practices.

Severability

The severability clause states that if any provision of the agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This ensures that the invalidity of one provision does not invalidate the entire agreement.

This provision details the methods and addresses for official communication between the parties regarding the intellectual property assignment agreement. They ensure that important correspondence is properly delivered and acknowledged.

Waiver provision addresses instances where a party chooses not to enforce its rights under the agreement. For instance, if certain provisions are waived off on a one-time basis regarding the agreement, this doesn’t mean that the provision is waived for the entire term of the agreement. Take the case where the assignee is paying for the IP in installments. If the assignee is not able to pay the installment for a month, then the assignor can waive that default and continue the agreement upon prior written consent.

Entire agreement

This part of an intellectual property assignment agreement explains that the parties agree to the specific terms and conditions mentioned in the agreement. Any verbal negotiations or other terms that are even stated via email or otherwise are not part of this agreement.

This section states that the headings used in the agreement are for convenience only and do not affect the interpretation of the provisions.

Effectiveness

The effectiveness provision specifies the date on which the agreement becomes effective. This ensures clarity regarding when the rights and obligations outlined in the agreement take effect.

Necessary acts; further assurances

Requires the parties to take any additional actions necessary to carry out the terms of the agreement fully. This may include signing additional documents or cooperating with each other as needed.

How does an online template facilitate drafting intellectual property assignment agreements?

There are various advantages of using an online template for IP such as.

Simplified drafting process

Online templates streamline the drafting process of IP assignment agreements. By providing a structured framework, these templates guide users through the essential elements required for such agreements. Users can efficiently input pertinent details specific to their arrangement, ensuring comprehensive coverage of the subject matter assigned.

Ease of customization

Some  online template providers, like LegalZoom , allow you to easily customize the templates to suit specific circumstances. With editing options available, users can modify clauses and provisions to reflect their agreed-upon terms and conditions of the arrangement

Clarity and consistency

These templates offer clear and standardized language, enhancing understanding and minimizing ambiguity. Consistent formatting and terminology throughout the agreement contribute to its readability and effectiveness.

Time and cost efficiency

Utilizing an online template can minimize the need for extensive document research and costly legal consultations. It allows parties to draft a comprehensive IP assignment agreement efficiently and affordably, saving valuable time and resources.

Accessibility and convenience

Online templates are readily accessible from anywhere with an internet connection, enabling parties to initiate and complete the drafting process conveniently. This accessibility promotes collaboration and facilitates the timely execution of agreements.

As you can see, using online templates provides numerous benefits. Since there are a multitude of templates available online, choosing the right template is key. To streamline this process, LegalZoom offers a comprehensive intellectual property assignment agreement template that is simple and easy to use. Just answer the guided questions, complete the form, and download the document for free.

Frequently asked questions

What's an intellectual property assignment agreement.

When your business needs to sell or buy intangible assets, use an intellectual property assignment agreement to protect both parties. It enables the transfer of ownership of intangible items legally. Intellectual property includes everything from patents to trademarks to software and more.

What key details are required to complete your assignment agreement?

Here's the information you'll need to complete your intellectual property assignment agreement:

• Who owns the intellectual property : Keep the information of the assignor ready while drafting your agreements 
• Who's buying the intellectual property : Have the name and contact details of the assignee ready
• How much it costs : Know what the buyer pays for the intellectual property

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Intellectual Property Assignment Agreement Template

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An Intellectual Property Assignment Agreement transfers ownership of any IP created by an employee to the employer. Make sure you have your employees sign this document prior to their start.

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Intellectual Property Agreement Template

Prepared by:

​ [Sender.FirstName] [Sender.LastName] [Sender.Company] ​

Prepared for:

​ [Employee.FirstName] [Employee.LastName] ​

​ [Employee.Company] ​

This Intellectual property agreement is entered into on (date) and will be effective from the same date, between [Sender.FirstName] [Sender.LastName] and [Employee.FirstName] [Employee.LastName] (Receiver).

­­As a condition of my employment with the Company, its subsidiaries, affiliates, successors or assigns (hereinafter, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

This Property Assignment Agreement will have the effect of transferring ownership in anything created by the employee during the period of his/her employment with the company. Intellectual Property Assignment Agreements are also entered into between business entities and even individuals, where one party is looking to sell the rights to its intellectual property in exchange for something of value — usually money.

​In an employer/employee Intellectual Property Assignment Agreement (which is what this agreement is), the employee may want to limit the intellectual property that would otherwise transfer to the employer. For example, the employee may not want to transfer anything conceived or created by him/her on his/her own time, especially if it does not relate to the employer’s business.

1. INVENTIONS RETAINED & LICENSED.

I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions.

If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

At the time of joining the company, I was the owner of or held proprietary rights in relation to the intellectual property identified herein and related to the company’s business of (description of business), which Intellectual Property was developed in contemplation of being used, either directly or indirectly, by the Company in connection with carrying on the business of the Company.

2. ASSIGNMENT OF INVENTIONS.

I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my rights, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as “Inventions”), except as provided in “Exception to Assignments” below.

I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.

I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company's sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such invention.

3. REMAINDER OF INTELLECTUAL PROPERTY.

I hereby declare that I have assets, rights or interests that go beyond the scope of this agreement, and are not included as a part of this agreement, either in sum or whole. The benefit of such assets may not be used by [Employee.Company] , unless with my expressly stated written permission.

4. MAINTENANCE OF INVENTIONS RECORDS.

I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.

The records will be available to and remain the sole property of the Company at all times.

5. COSTS AND EXPENSES.

If either party incurs any costs, fees, expenses, etc., both parties will be liable to pay for costs and expenses, in full, unless if otherwise mentioned explicitly in this Agreement, any of the other Ancillary Agreements or any other agreement between parties. If any cost was borne by any person on the instance of completing a task for another person, the person who completed the task shall be reimbursed for the amount spent, as long as they can provide receipts.

6. PATENT & COPYRIGHT REGISTRATIONS.

I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Intellectual Property Assignment Agreement.

If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

7. COOPERATION.

I agree to perform all commercially reasonable acts deemed necessary or desirable by the Company to assist the Company, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and titles that come as a part of the Assigned IP. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, trademark, mask work, or other applications for my invention, (ii) in the enforcement of any applicable patents, copyrights, trademark, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Assigned IP.

In the event that the Company is unable, for any reason, to secure my signature(s) to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, trademark, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other proprietary right under any Assigned IP, I hereby irrevocably designate and appoint the Company and the Company’s duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me, (i) to execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under the Assigned IP, all with the same legal force and effect as if executed by me.

8. RETURNING COMPANY DOCUMENTS.

I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns.

9. REPRESENTATIONS.

I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

10. EQUITABLE REMEDIES.

I AGREE THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY’S DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH HEREIN.

ACCORDINGLY, I AGREE THAT IF I BREACH ANY OF SUCH PROVISIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT.

I FURTHER AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH EQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

11. GOVERNING LAW.

This Agreement will be governed by the laws of the State of [Employee.State] . I hereby expressly consent to the personal jurisdiction of the state and federal courts with jurisdiction in [Employee.Country] [Employee.State] for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

12. ENTIRE AGREEMENT.

This Intellectual Property Assignment Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us.

No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged.

Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

13. SEVERABILITY.

If one or more of the provisions in this Intellectual Property Assignment Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

14. SUCCESSORS & ASSIGNS.

This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

15. DISPUTES AND RESOLUTIONS.

Both parties agree that they will try to amicably settle any disputes amongst themselves, or with the help of a third party such as an agent. In case that they are unable to reach a settlement or do not wish to discuss the terms of the settlement with one another, they may approach a court of law situated in [Sender.Country] , [Sender.State] where applicable laws will come into motion.

AGREED AND ACCEPTED.

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, I AM SATISFIED THAT I UNDERSTAND IT COMPLETELY, AND I AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

​ [Sender.Company]

​ [Sender.FirstName] [Sender.LastName] ​

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Intellectual Property Assignment Agreement: A Comprehensive Guide for Your Business

LegalGPS : August 2, 2023 at 8:43 AM

Hello there, entrepreneur friend! Today let’s have that coffee chat about Intellectual Property Assignment Agreements. If you're thinking "what's that?" or "why do I need it?" then this is the perfect starting point for you. In today's competitive business world, protecting your intellectual property (IP) is more crucial than ever.

What is An Intellectual Property Assignment Agreement?

An Intellectual Property Assignment Agreement is a legal document that ensures the transfer of an inventor or creator's rights to another person or company. Essentially, it’s a legal way of saying "what’s mine is now yours". These agreements are often used in situations involving startups, company buyouts, or employees creating new works or inventions during their jobs - situations a lot of entrepreneurs find themselves in.

Let's break that down a touch more:

Defining the Purpose

The IP assignment agreement's primary purpose is to help your business prevent future disputes regarding IP ownership. When all parties are clear on who owns the intellectual property, it prevents a whole host of potential issues.

Believe me, the last thing you need or want as an entrepreneur is a legal dispute over who owns an idea, an invention, or any creative output.

And that's where this agreement steps in: it provides legal proof that the ownership has been transferred. So, if ever challenged, you can show the agreement and say "See, it’s mine!" .

Key Elements to Consider for a Properly Drafted Agreement

When it comes to IP assignment agreements, not just any generic contract will do. It's crucial to understand and include some key elements to ensure you're fully protected.

1. Clarity of Transfer

The agreement must clearly define the scope and extent of the transferred rights. To do this, use precise language that leaves no room for confusion. For example, specify whether the IP rights being transferred are exclusive or non-exclusive and if there are any limitations on how the Assignee can use or sublicense the IP. Here's a suggested format:

"The Assignor hereby assigns to the Assignee, its successors and assigns, [exclusive/non-exclusive] rights, title, and interest in and to the Intellectual Property, subject to the following limitations [if any]:"

2. Definition of Transferred Intellectual Property

This section is where you identify the specific Intellectual Property being assigned. Start by describing the IP type (e.g., copyright, patent, trademark), then provide the necessary details:

For a copyright, include the work title and a brief description.

For a patent, mention the patent number and summarize the invention.

For a trademark, provide the trademark name, registration number, and design details.

Remember, the key is to be as detailed and transparent as possible.

3. Compensation and Payment Terms

Just as with any deal, it's important to be crystal clear about the compensation for transferring IP rights. Make sure you consider the following in your agreement:

The total amount payable

The currency

The payment method (e.g., check, wire transfer)

The payment schedule (e.g., lump-sum, installments)

For example: "In consideration for the assignment of rights, the Assignee shall pay the Assignor a total sum of [Amount] in [Currency], through [Payment Method], payable as follows:"

4. Warranties and Representations

Including warranties and representations in the agreement helps provide confidence to both parties. The Assignor should explicitly declare that they:

Are the sole and true owner of the IP

Have the complete right to assign the IP to the Assignee

The IP does not infringe on any third-party rights

A sample clause might look like this:

"The Assignor warrants and represents that they are the true and lawful owner of the Intellectual Property, have full right and authority to enter into this Agreement, and that the Intellectual Property does not infringe upon any third-party rights."

5. Confidentiality Agreements

A crucial aspect of a well-drafted IP Assignment Agreement is protecting sensitive information about the business and the IP itself. Incorporate confidentiality clauses to maintain a secure environment.

Try a clause similar to this one: "The parties agree to treat all confidential information related to this Agreement as strictly confidential, and to take all necessary precautions to prevent unauthorized disclosure or use of such information."

6. Governing Law and Dispute Resolution

Last but not least, outline which jurisdiction's laws will govern the agreement. Furthermore, state how any disputes will be resolved, such as through arbitration, mediation, or litigation.

A model clause could be: "This Agreement shall be governed by the laws of the State of [State]. Any dispute arising out of or in connection with this Agreement shall be resolved by [method of dispute resolution]."

Drafting Your IP Assignment Agreement

Let's move on to the most crucial part of our discussion: Creating your Intellectual Property Assignment Agreement. This section intends to make it much clearer and more action-oriented. Your aim? To walk away with enough information to begin drafting your agreement. Let's dive in.

Step 1 - Identify the Parties Involved

Start by clearly naming the parties involved in the agreement.

Who is the 'Assignor' (the party transferring the rights)?

Who is the 'Assignee' (the individual or business entity receiving the rights)? Clearly outline their legal names and any other relevant identifying information, like addresses or official business names. It would typically look like this: "[Full Legal Name], referred to as the "Assignor," and [Full Legal Name], referred to as the "Assignee."

Step 2 - Specify the Assigned Intellectual Property

Here, you need to provide a full and exhaustive description of the intellectual property being transferred. Please don't leave room for vagueness or ambiguity - the more specific, the better. For instance, if it's a patent, include the patent number and a detailed summary of what the patent covers. If it's a copyrighted work, offer the title, the form of the work (e.g., a book, software, music), and a short description of it.

Your entry here might read: "The "Intellectual Property" includes, but is not limited to, [detailed description]."

Step 3 - Describe the Transfer of Rights

This section is all about clearly laying out what you're giving up and what you're gaining. Highlight all rights, titles, and interests being assigned from the Assignor to the Assignee. You could list them out just to ensure nothing falls between the cracks.

It’s vital to be as clear and detailed as possible here. You're specifying the extent of the rights transferred. It could be exclusive, non-exclusive, permanent, temporary, how it can be used, if it can be sold, and more.

Here's an example:

"The Assignor hereby assigns to the Assignee, its successors and assigns, all rights, title, and interest in and to the Intellectual Property, including, without limitation, the right to sue and recover for past, present, and future violations."

Step 4 - Detail Compensation and Payment Terms

Now, let's talk about money. In this step, you need to fully detail the financial exchanges. Include the amount of payment, payment format, and schedule (upfront, lump sum, installments). It wouldn't hurt to clearly lay out what conditions, if any, would lead to a return of the compensation.

This clause might look something like:

"For the assignment of rights under this Agreement, the Assignee shall provide compensation to the Assignor in the amount of [Amount], payable [insert payment method and schedule]".

Step 5 - Include Confidentiality Clauses

Especially with IP, you'll want to build in some safety nets. You can include a confidentiality clause that prevents the involved parties from disclosing sensitive information about the IP.

A basic confidentiality clause may read: "The Assignor agrees to keep confidential all non-public information that the Assignee designates as being confidential, not to disclose it to any other people, and not to use it for any purpose other than the discharge of the Assignor's obligations under this Agreement."

Step 6 - Determine Governing Law and Dispute Resolution Process

Finally, specify which state or country's laws will govern the agreement. This is crucial in the case of any future legal disputes. Additionally, include how disputes over the agreement will be resolved - arbitration, mediation, litigation, etc.

Here is an example:

"This Agreement will be governed by and construed in accordance with the laws of the State of [State]. Any disputes under this Agreement shall be resolved by [method of dispute resolution]."

Tips for Avoiding Common Mistakes and Pitfalls

You're now equipped with all you need to draft an agreement. But before you get started, here are some quick tips to avoid any missteps:

Ensure the agreement is detailed and described correctly

Work with a knowledgeable attorney

Review the final agreement carefully before signing

With these, you're set to protect your business's most valuable assets!

In today's competitive business environment, it's imperative to protect your inventions, your creations - your Intellectual Property. If you're still unsure where to start, check out our professional template for Intellectual Property Assignments!

With an Intellectual Property Assignment Agreement in hand, you're ensuring that ownership of these is well established to prevent future disputes. So here's to smoother operations and peace of mind!

Always remember, we're in this together - as you navigate the business world, consider us your legal co-pilot, happy to guide you on your journey.

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Intellectual property (IP) assignment agreement: Sample template for Ontario startups

In a technology business, it is often the value of the intellectual property (IP) assets that the investor finances or the purchaser pays for. It is critical to have “clean” ownership of any intellectual property that is critical to the operation and success of your business. If your products and services depend on certain key IP assets, an investor will undertake due diligence to understand your right to use such assets.

An intellectual property assignment agreement provides assurance to investors that the founders have legally transferred to the company the intellectual property required to run the business.

Make sure to engage qualified IP counsel at a very early stage of your business to ensure that you have the freedom to operate your business with your inventions and to make certain that your business can meet the due diligence requirements of investors. MaRS has created a sample template of an intellectual property assignment agreement to help streamline business for investors, founders and their respective legal advisors. While MaRS makes this document available for educational purposes and to facilitate the negotiation of terms between investors and startups, the template is yours to use at your own risk . Please see the disclaimer below.

Download the Sample intellectual property assignment template

Read next: Sample funding templates for Ontario investors and entrepreneurs

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Intellectual Property Assignment Agreement

Nov 2, 2022

An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another.

What is an Intellectual Property Assignment Agreement?

An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another. The agreement may also be referred to as an intellectual property transfer agreement, an IP assignment agreement or an IP transfer agreement.

When should you use an Intellectual Property Assignment Agreement?

An intellectual property assignment agreement should be used whenever transferring the rights in intellectual property ( IP ). There are a number of situations where you may need to do this. The most common for SMEs is where an individual has done work for a company as a consultant without using a consultancy agreement with the result that the consultant and not the company, owns the IP in the work. It is also necessary to transfer IP where founders create IP before incorporating or being employed by a company and, as a result, title to the IP vests in the founder.  

Why is an Intellectual Property Assignment Agreement important and why should you use it?

Investors in early stage companies will often require the company and key employees to give warranties confirming that the company owns all material IP used by the company. Any IP not owned by the company will need to be transferred to the company before the investment is completed. Failing to transfer the IP can materially impact the valuation of the company or, in extreme cases, lead investors to pull out of the transaction.

It is necessary to use a written agreement for an assignment of certain types of IP (such as copyright) to be effective. Further, it is important to ensure that the agreement is an enforceable contract. For the contract to be enforceable there must be some form of consideration paid in exchange for the IP. The amount of consideration payable will depend on the situation in which the IP is being transferred. If a consultant or founder is transferring IP that should have been owned by the company, the consideration should be a nominal amount, e.g. £1, which is deemed to have been received by the assignor (note that some form of consideration is required for the agreement to be an enforceable contract). The IP can, however, be transferred for valuable consideration or as part of an asset sale.

An IP assignment will also include warranties to confirm that the assignor is the owner of the intellectual property being transferred and that the assignor has the right to transfer the intellectual property. Transferring intellectual property without these assurances means that your company will have limited or no recourse should it transpire that the assignor did not own or have the right to transfer the intellectual property.

What are the common pitfalls of an Intellectual Property Assignment Agreement?

Where possible, it is important to clearly describe the IP being transferred. IP by its nature is not physical so failing to accurately describe the IP can result in disputes about what has been transferred. 

Further, there are several different types of IP (copyright, patents, trade marks and designs). Certain IP rights can also be registered. Depending on what is being transferred it may be necessary to take additional steps to perfect the transfer (for example notifying the appropriate register of the transfer). The agreement should include a requirement that the assignor takes the necessary steps to perfect the transfer and specify which party is required to pay any associated costs (such as registration fees).

In addition where copyright is being transferred, the assignor should also ensure that the assignor waives their moral rights (such as the right to attribution) in respect of the copyrighted work.

Disclaimer: Please note: Pocketlaw is not a substitute for an attorney or law firm. So, should you have any legal questions on the content of this page, please get in touch with a qualified legal professional.

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Intellectual Property Assignment Agreements & Licenses

Intellectual property (IP) can be just as valuable as—or even more valuable than—tangible property. Many companies make money exclusively through marketing products based on intellectual property rights. That’s why it is so important to protect your intellectual property through patents, trademarks, copyrights, and other legal devices that keep your intellectual property safe.

However, once you have secured your intellectual property rights, it is sometimes more convenient or valuable to let someone else use them in exchange for a fee, which is why intellectual property agreements and intellectual property contracts exist. These documents are complex agreements that determine the manner in which third parties can use your intellectual property. Intellectual property agreements and intellectual property contracts require careful negotiation, and owners of intellectual property should conduct these negotiations with the support of an experienced intellectual property lawyer. Through Priori, you can connect with a vetted a lawyer who can help you draft and negotiate an intellectual property agreement or an intellectual property contract.

Understanding Intellectual Property Agreements & Intellectual Property Contracts

Because you have the right to confer your intellectual property rights to other parties, intellectual property agreements can take one of two basic form: assignment agreements and IP license agreements.

About Assignment Agreements

Under an intellectual property assignment agreement, you permanently transfer some or all IP rights to the assignee in exchange for a specified sum. Essentially, you sell the rights to a third party the same way that you could sell physical property for a permanent transfer. Generally, you relinquish all control, involvement, and claim on the intellectual property rights transferred.

About Intellectual Property Licensing

Under an intellectual property licensing agreement (also known as an intellectual property license or an intellectual property license agreement), you retain ownership of your patent, copyright, or trademark, but you give another party permission to use some or all of your intellectual property rights for a specific amount of time for a fee or royalty. These intellectual property contracts typically specify termination dates and procedures.

There are several types of intellectual property licenses embodied in a typical intellectual property agreement. The following three are the most common:

• Exclusive License.  You agree not to grant any other licenses of the invention and rights concerned, as well as not to use the technology yourself.
• Sole License . You agree not to grant any other licenses of the invention and rights concerned, but you can use such rights yourself.
• Non-Exclusive License . You agree to give the licensee certain rights, but you also reserve the right to grant licenses of the invention and rights concerned to third parties or to use them yourself.

You can also combine elements of these three types of intellectual property agreements, such as by giving an intellectual property license for exclusive rights in certain geographic areas. You can review a sample patent license agreement in Priori's Document and Form Learning Center . You can also learn more about software licenses here . 

Intellectual Property Assignment Agreement vs. Intellectual Property License

Which is better, an intellectual property assignment agreement or an intellectual property license? The reality is that there are pros and cons to each choice, depending on your needs and interests. Most of the time, IP holders want to maintain control of their IP, and they choose intellectual property licensing. This is advantageous because you can determine the manner in which your IP is used and change partners if a partnership isn’t advantageous. Also, intellectual property licensing allows you to produce a steady income from your IP over a particular time period and possibly confer the same rights to multiple users.

Intellectual property assignment agreements can also have its advantages, however. If you assign intellectual property to a third party, you no longer have any responsibility towards the product. That means you cannot generally be sued for problems relating to your IP and you are not responsible for any maintenance fees. Intellectual property assignment is generally more appropriate when you are selling your business or leaving a field entirely.

Priori Pricing

Depending on the complexity of your needs, the cost of drafting intellectual property licensing or intellectual property assignment agreements may vary. Priori attorneys typically create flat-rate packages ranging from $400 to $1,500 for relatively straightforward intellectual property agreements. In order to get a better sense of cost for your particular situation, put in a request to schedule a complimentary consultation and receive a free price quote from one of our lawyers.

How does an exclusive license differ from an assignment?

While both exclusive intellectual property licenses and intellectual property assignment agreements give exclusive exercise of that right to another person in exchange for monetary compensation, an exclusive license is much more limited than an assignment. If you assign an IP right to another person, you permanently transfer that right and would have to repurchase it in order to use it again.

An IP license is generally subject to a certain term and possible renewal. For that reason, you generally get more money upfront with an assignment. In addition, unless otherwise stated in the contract, an exclusive license cannot generally be handed off to a third party without your permission, but if you assign that right to someone else, they can then license or sell it as they see fit.

What is an implied license?

In certain circumstances, an implied IP license arises without the existence of a formal licensing agreement if the conduct of the parties indicates that the IP right holder intended to license certain rights to the other party. Often, courts grant implied licenses in cases where one party created a copyrighted work at the request of another under a contract that did not explicitly confer the copyright to the purchaser after payment and completion of the work.

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Intellectual property assignment agreement template

Create and automate intellectual property assignment agreements more efficiently with this free template.

Securing intellectual property rights is crucial for innovators and businesses. Use this free intellectual property assignment agreement template to safeguard your innovations.

Intellectual property (IP) is a valuable asset for businesses, and ensuring its proper transfer and assignment is vital for both the assignor and the assignee.

So, what is an intellectual property assignment agreement? Why is it important, when should you use one, what should it encompass, and how can you manage them efficiently? Let's dive in.

What is an intellectual property assignment agreement?

An intellectual property assignment agreement is a legal document that facilitates the transfer of IP rights from one party (the assignor) to another (the assignee). This could relate to various forms of IP, including patents, trademarks, copyrights, and trade secrets. 

The agreement delineates the terms and conditions under which the IP rights are transferred, ensuring clarity and protection for both parties involved.

How does an intellectual property assignment agreement work?

Once both parties sign the intellectual property assignment agreement, it becomes legally binding. This means that the assignor relinquishes their rights to the specified IP, and the assignee becomes the new owner. 

The agreement should clearly define the IP being transferred, any compensation involved, and the responsibilities of both parties post-transfer.

When do you need an Intellectual Property Assignment Agreement?

Such agreements are essential when:

• A business acquires another company and its assets, including IP.
• An employee or contractor develops an invention or work while under employment and transfers the rights to the employer.
• A business wants to secure rights to a specific IP before commercializing or licensing it.

What should an intellectual property assignment agreement template include?

Identification of parties. Clearly state the assignor and assignee, including their legal names and primary business locations.

Description of the IP. Detail the intellectual property being transferred, ensuring clarity on its scope and nature.

Compensation. Specify any payment or consideration for the IP transfer.

Warranties and representations: The assignor should confirm they own the IP and have the right to transfer it.

Confidentiality. If the IP contains confidential information, this section ensures both parties maintain secrecy.

Liability limitations. Define any limitations on liabilities for both parties.

Termination. Conditions under which the agreement can be terminated should be outlined.

Dispute resolution. Detail the mechanisms for resolving potential disagreements, such as arbitration or litigation.

Governing law. Specify the jurisdiction governing the agreement.

Miscellaneous provisions. Any other terms and conditions pertinent to the agreement.

Traditional intellectual property assignment agreement management process

Managing intellectual property assignment agreements can be cumbersome, especially when relying on traditional methods. Typically, teams:

• Draft the contract in Microsoft Word or Google Docs
• Send the contract for internal review via communication platforms
• Share updated versions with counterparties via email
• Negotiate with redlines in Word
• Convert it to a PDF
• Move it into an eSigning tool
• Upload a copy of the executed contract to a shared drive

This process is repetitive and can be streamlined with modern contract management platforms like Juro. With Juro, you can automate the entire process, from drafting to signing, ensuring efficiency and accuracy.

Automating Your Intellectual Property Assignment Agreement

With platforms like Juro, you can:

• Use automated contract templates .
• Implement conditional logic for specific clauses.
• Integrate with other platforms for seamless data transfer.
• Use bulk actions for mass contract generation.
• Negotiate directly on the platform.
• Utilize built-in eSignature features.
• Store and manage contracts securely in a centralized repository.

Intellectual property is a valuable asset, and its proper assignment is crucial for businesses. By understanding the intricacies of intellectual property assignment agreements and leveraging modern tools, you can ensure a smooth and efficient transfer process.

If you're interested in streamlining your contract management process, book a personalized demo with us today.

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Intellectual Property Assignment Agreement

During the formation of a new company a best practice is to assign all relevant intellectual property to the company using the following agreement. The consideration for the agreement is the sale of ownership to the individual assigning the intellectual property.

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IP Assignment Agreement

Template Description

An intellectual property (IP) assignment agreement guarantees a smooth transfer of intellectual property ownership and rights from one party to another. This technology assignment agreement gives companies and individuals a solid platform to defend their IP assets, enabling them to successfully protect and monetize their ideas, inventions, and creative works. 

With Lawrina’s IP assignment agreement template, you can draft a fool-proof document and conveniently download it in PDF or Word formats.

What Is an Intellectual Property Assignment Agreement?

When two parties want to enter into an agreement relating to the transfer of rights, titles, and interests in IP assets (like trademarks, copyrights, patents, trade secrets, etc.), they should use an IP assignment agreement.

This document protects the interests of the contracting parties and ensures that the ownership rights to the IP are safely assigned or transferred. The IP assignment agreement includes the scope of the IP assignment, the monetary compensation that one party receives from the other, and any other stipulations that the parties agree upon.

Employers frequently ask their employees to sign an IP assignment agreement, obligating them to transfer their ownership rights over any  intellectual property they come up with during the course of their employment. Employees often do have the ability to negotiate with their employers about IP ownership, and the results of that negotiation should be memorialized in an IP business ownership transfer agreement template. Whatever the terms of the IP assignment agreement may be, the document reduces the likelihood of disputes arising in the future by clearly stating who has IP ownership.

Parties of an IP Assignment Agreement

When it comes to an IP assignment agreement, there are usually two parties involved. 

• The assignor can be the original author of a work of IP or a company that bought or licensed the rights to use the work. The assignor has the right to hand over the intellectual property rights to a third party and generally earns something (often compensation) in return for the IP assignment.
• The assignee is the individual or company receiving the aforementioned IP rights through the IP assignment agreement. This party may be looking to purchase and manage the work of intellectual property for various purposes, such as commercialization, marketing, or development.
• Intellectual Property: Intangible assets, such as patents, trademarks, copyrights, trade secrets, or any other proprietary rights in intangibles, that the parties agree to transfer. These should be stated and described in an IP assignment agreement.
• Assignment: This term refers to the transfer of ownership rights in the intellectual property from the assignor to the assignee in accordance with the terms of the IP assignment agreement.
• Consideration: When one party transfers their IP rights to another, they are owed some kind of compensation in return. This compensation, known as consideration, may be in the form of a one-time payment, periodic royalty payments, or any other form that both parties agree on in the IP assignment agreement.
• Representations and Warranties: This term refers to the guarantees given by the assignor to the assignee, confirming that the assignor has the legal authority to transfer the IP rights in questions and there are no conflicting rights attached to the works.
• Indemnification: This term refers to the duty of both the assignor and assignee (depending on the terms of the IP assignment agreement) to get compensated for any potential legal claims or losses that may occur as a result of the IP assignment.

What Is Copyright?

The author(s) of original literary, artistic, musical, or other creative works can legally protect their works through copyright law . The creator of a work has a number of exclusive rights in that work, including the rights to reproduce, distribute, demonstrate, perform, and alter the work. 

Copyright  immediately establishes certain rights when qualifying artistic works are created. These rights include control over how your work is used by others, being acknowledged as the creator, and the ability to make money from the use of your work.

What Does Copyright Protect?

A copyright safeguards original, creative works in various forms. This includes books, articles or essays, poetry, scripts for films, paintings, architectural designs, digital art, source codes, algorithms, etc.

Copyright law aims to protect the expression of ideas, rather than the underlying ideas themselves (which are never protected). It protects creative works by preventing the unauthorized exploitation of these works, and it allows creators to retain ownership, unless they voluntarily assign their rights in the work to another party in an IP assignment agreement. 

What Is the Difference Between Copyrights, Trademarks, and Patents?

The 3 major forms of intellectual property are:

• Trademarks; and 
• Copyrights.

Patents bestow upon an inventor exclusive rights over their novel inventions. Patent law aims to encourage innovation by protecting inventors’ financial incentives to create.

Trademarks are used to protect signs that distinguish between various goods and services in the market. Trademark law’s goal is to prevent consumer confusion. Trademarked signs can include logos, brands, slogans, trade names, etc.

Copyrights help safeguard the artistic or creative works of individuals, giving it the power to encourage people to create or produce original works in various forms.

Why Register Your Work When Copyright Protection Is Automatic?

Although copyright laws automatically protect original, fixed works, registering your work with the proper copyright office provides several benefits. First, registering your work notifies the public that you own the copyright. It creates a public record of your rights, making it easier for others to find you and request permission for using your work. This discourages potential infringers and reduces the likelihood of legal issues.

Registering your work before any infringement occurs or within a specific timeframe (e.g., within three months of publishing) also grants you additional legal advantages. If someone infringes on your exclusive rights, registration of your copyright allows you to file a lawsuit, seek statutory damages, and request attorney's fees—options that may not be available without registration.

Registering a copyrightable work also establishes a “presumption of validity” of the copyright on your work, making it easier to win disputes, should they arise. When your work is registered, the burden of proof shifts to the other party to prove that your copyright is not valid.

More often than not, your country of residence may be a signatory to various international treaties/agreements that help protect copyrights internationally as well. This means that, if you do register your original work in your country’s copyright office, you can likely enforce your copyright in other countries too!

Finally, copyright registration acts as tangible proof that you are the rightful owner of the original work in question. It provides a record that enforces your rights as a creator and dissuades others from exploiting your work.

With Lawrina’s fully customizable IP assignment agreement template, you can ensure that your ownership rights are safely transferred, and you receive proper compensation.

A trademark is a unique indicator used to identify and differentiate goods or services in the marketplace. It can be a word, phrase, logo, symbol, design, or any other mark that signifies the source of a good. Brand names, taglines, and even distinctive product packaging can act as trademarks that indicate the origin or source of goods or services.

In the case of trademarks, an IP assignment agreement can be helpful by making the transfer of ownership rights from one party to another easier. The agreement ensures that the assignee has complete and exclusive rights to the trademark given to them, allowing them to manage and defend its usage.

Additionally, the IP assignment agreement acts as a precise record of the transfer, including any restrictions or conditions desired by the parties. It aids in averting future conflicts over rightful ownership and unlawful use of the trademark. The IP assignment agreement also allows parties to structure the payment or compensation necessary for the transfer of trademark rights.

A patent is intellectual property protection granted to innovators of novel and practical innovations or processes. It gives the innovator sole discretion to stop the protected innovation's unauthorized production, use, sale, or import.

As it enables the transfer of ownership rights from the inventor (the assignor) to another party (the assignee), an IP assignment agreement is essential to the assignment of patents. The agreement guarantees that the assignee obtains all of the patent-protected invention's rights, enabling them to use and safeguard it.

The IP assignment agreement should include all restrictions and terms, create clear documentation of the transfer, and aid in averting any potential future ownership disputes or unauthorized usage conflicts. The IP assignment agreement might include factors like royalties, licensing agreements, or possible rights to modify the patented invention.

Trade Secrets

A trade secret refers to  private data, methods, procedures, or commercial practices. Unlike patents or trademarks, trade secrets are strictly confidential. 

For example, a software company can use an IP assignment agreement to transfer ownership of its code to a partner and prevent unauthorized use by third parties. This legal document ensures that the company’s trade secrets are safe when transferred to the new partner. 

What Kind of Information Is Protected by Trade Secrets?

Trade secrets generally include commercial and technical knowledge, such as distribution techniques, customer and supplier databases, software algorithms, and information on manufacturing processes and experimental research data. All of these essential business tools and processes can be safeguarded during the IP assignment process.

A trade secret might also consist of a mixture of items that, taken individually, are in the public domain but together offer a competitive advantage. Financial data, calculations, recipes, and source codes might also be regarded as trade secrets.

Important Provisions of an IP Assignment Agreement

Assignment Clause: This clause in an IP assignment agreement outlines how ownership rights will be transferred from one party to another. 

Timing of the Assignment: This portion of the IP assignment agreement specifies the date of assignment. This provision lets the parties know what to expect and when ownership rights will transfer. 

Assignment of Moral Rights: This component deals with assigning moral rights connected to visual works, including the right to be credited as the author. Moral rights can only be waived by the original creator of the work, and this waiver must be made explicit in the IP assignment agreement.

Third-party Confidentiality: By agreeing to this condition, both parties confirm that they will not share secrets pertaining to the IP with third parties. This helps parties avoid unauthorized disclosure of confidential information by legally securing the information in the IP assignment agreement.

Warranties: This provision guarantees ownership by ensuring that there are no competing interests in the IP. It gives the assignee peace of mind that the assignor actually has the rights to transfer the work.

When To Use an IP Assignment Agreement?

IP assignment agreements are frequently used by businesses to safeguard their innovations and advancements and to transfer ownership of their IP when needed. There are specific scenarios where these agreements may be especially beneficial and those where they may not be needed.

The IP assignment agreement template provided above, with all common scenarios in mind. It is also easily customizable to ensure it represents the needs of yourself or your business. 

Common Use Cases

An IP assignment agreement should always be employed in various circumstances. First and foremost, any IP created by employees or contractors in the scope of their employment should be passed to the organization using an agreement.

The IP assignment agreement also makes it easier for the acquiring organization to transfer IP rights from the company during mergers and acquisitions.

Additionally, an IP assignment agreement defines ownership and assigns rights to the appropriate party in joint projects with numerous parties. A legitimate transfer of ownership is guaranteed when licensing or selling intellectual property if a valid agreement is used.

Finally, companies and individuals may use this IP assignment agreement to safeguard and profit from their IP holdings.

When Not To Use an IP Assignment Agreement

An IP assignment agreement is optional for personal undertakings unconnected with employment or contractual duties and where complete IP ownership is maintained and will not be transferred.

When IP rights are not transferable due to legal requirements or contractual limits, such as rights given by the government or specific-license contracts, the IP assignment agreement might not be relevant.

Finally, individuals often do not utilize IP assignment agreements when contributing to open-source projects where they desire the free distribution and usage of their work.

Legal Disclaimer

Please note that Lawrina does not provide any legal services. The information on Lawrina’s Site and its downloadable content, including legal articles and templates, shall not be considered legal advice and is not guaranteed to be correct, complete, and up-to-date. If you require legal advice on your issue, we recommend you contact a qualified attorney licensed in your state. You personally assume full responsibility for any consequences, damages, and costs associated with your use of any content of Lawrina Services available on Lawrina’s Site. 

By using Lawrina’s Site you agree with mentioned above and give your irrevocable consent to comply with and to be bound by the provisions of   Lawrina Service   terms.

Template Benefits

Frequently Asked Questions

The term "intellectual property" refers to a wide variety of intangible works produced by the human mind that are valuable economically, commercially, or creatively. Patents, copyrights, trademarks, and trade secrets are the primary assets that fall under the intellectual property umbrella.

To provide their creators or owners the sole right to control and profit from their ideas, aesthetic expressions, and distinctive branding, these works can be legally protected with the help of instruments such as an IP assignment agreement. The IP assignment agreement template provided by Lawina strives to ensure that the rights of creators are duly protected.

Having a written IP assignment agreement is strongly recommended. When contributing to open-source projects where a creator desires free distribution and usage of their work, individuals often do not need to use an IP assignment agreement. But in most other circumstances, an agreement outlines the parties involved, the rights being transferred, and all terms or restrictions needed, which mitigates the likelihood of a future dispute.

An IP assignment agreement template reduces the likelihood of misunderstandings, arguments, or eventual litigation by setting clear expectations for both parties. The agreement acts as a legally binding record that may be used to support enforcement of ownership rights if required. All parties are on the same page when the IP assignment agreement is in writing and lays the groundwork for transferring IP rights.

You should customize the IP assignment agreement on Lawrina to suit your needs and expectations. Answer the template-related question to complete the form instantly, review the information, and download a ready-made document in PDF or Word formats. Your IP assignment agreement template is always in your Lawrina account, so you can get back to it whenever you want to review its contents. 

Intellectual Property Assignment Agreement (Short Form) | Practical Law

Intellectual Property Assignment Agreement (Short Form)

Practical law standard document 1-385-2746  (approx. 18 pages).

IP Assignment and Licensing

IP rights have essentially transformed intangibles (knowledge, creativity) into valuable assets that you can put to strategic use in your business. You can do this by directly integrating the IP in the production or marketing of your products and services, thereby strengthening their competitiveness. With IP assignement and IP licensing, IP owners can also use your IP rights to create additional revenue streams by selling them out, giving others a permission to use them, and establishing joint ventures or other collaboration agreements with others who have complementary assets.

  Expert tip: Assignment, license and franchising agreements are flexible documents that can be adapted to the needs of the parties. Nevertheless, most countries establish specific requirements for these agreements, e.g. written form, registration with a national IP office or other authority, etc. For more information, consult your IP office .

IP rights assignment

You can sell your IP asset to another person or legal entity.

When all the exclusive rights to a patented invention, registered trademark, design or copyrighted work are transferred by the owner to another person or legal entity, it is said that an assignment of such rights has taken place.

Assignment is the sale of an IP asset. It means that you transfer ownership of an IP asset to another person or legal entity.

IP for Business Guides

Learn more about the commercialization of patents, trademarks, industrial designs, copyright.

Read IP for Business Guides

IP licensing

You can authorize someone else to use your IP, while maintaining your ownership, by granting a license in exchange for something of value, such as a monetary lump sum, recurrent payments (royalties), or a combination of these.

Licensing provides you with the valuable opportunity to expand into new markets, add revenue streams through royalties, develop partnerships etc.

If you own a patent, know-how, or other IP assets, but cannot or do not want to be involved in all the commercialization activities (e.g. technology development, manufacturing, market expansion, etc.) you can benefit from the licensing of your IP assets by relying on the capacity, know-how, and management expertise of your partner.

  Expert tip: Licensing can generally be sole, exclusive or non-exclusive, depending on whether the IP owner retains some rights, or on whether the IP rights can be licensed to one or multiple parties.

Technology licensing agreements

Trademark licensing agreements, copyright licensing agreements, franchising agreements, merchande licensing, joint venture agreements, find out more.

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What is IP Assignment Agreement and Why is it Crucial for Every Business

• October 30, 2020
• Venture Capital Funding

You may be starting or acquiring a company. Then you need the Intellectual Property Assignment Agreement (IP) to transfer intellectual property. These include   innovation  patents, source code, and customer lists.

In a technology business, what the  investor finances   is often  the IP assets .

Your products and services depend on certain critical IP assets. Then an investor will undertake   due diligence.  It will help him to understand your right to use such assets.

In this post, we will tell you why an IP assignment agreement is required. So, we will also list out the steps to draw such an agreement.

What is Intellectual Property Assignment Agreement?

An IP assignment agreement is a contract.

It transfers the rights to the intellectual property from the creator. The rights go to another entity, such as an acquiring company.

You may (and should) ask your employees to sign the IP agreement. Additionally, this will assign to your company any ideas, work products, or inventions of the business.

Type of Intellectual Property Assignment Agreement

Technology assignment agreement.

This assigns your startup any intellectual property before you form the company.

The developer(s) may keep individual intellectual property rights under certain circumstances. Hence, they may even sell the rights to you for equity or cash.

Invention assignment agreement

This assigns new company ownership of any relevant intellectual property created by employees. 

The agreement includes the founder(s) and employees as signatories. So, they become parties to a confidentiality agreement and an invention assignment agreement.

Checklist for Intellectual Property Assignment Agreement

You should include a couple of critical points in the agreement.

• The employee must disclose to your company any inventions, ideas, and products of the firm. These must have been made during the period of employment.
• Your company is the owner of inventions, ideas, discoveries, and work products.

Key Clauses of Intellectual Property Assignment Agreement

Assignment clause.

This requires employees to assign their inventions to your company. This will ensure you have total ownership of the intellectual property.

This could be narrowed to employee inventions only. It could be broadened to include anything the employee creates.

Therefore, your IP lawye r should include the following assignment clause into the IP agreement :

• The actual assignment
• The timing of the assignment
• Already owned IP
• “All things necessary.”
• Moral Rights
• Third-Party Confidentiality/Trust

Warranty Clause

Your IP lawyer should include the following warranties into the IP agreement:

The Assignor represents and warrants that:

• It is the absolute owner of the Property;
• It has the authority to assign the Property in full;
• The Assignor has not licensed any right, title, or interest in the Property to any third party;
• It has procured consent on the infringement of the Moral Rights of every author of the Property.
• The Property does not infringe any Intellectual Property rights or Moral Rights.
• The Assignor has no other obligations to any party inconsistent with the Agreement.
• Power of Attorney Clause

You can get this clause added to the agreement. This is so that the firm can administer the ownership rights without the employee. So, this is regardless of whether the employee is willing and able to assist.

An IP assignment agreement assures investors that the IP has been transferred. It consists of the intellectual property that is required to run the business.

Engage qualified IP counsel at the outset of your company. So, this ensures that you have the freedom to operate your business with your inventions.

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Contracts and IP ownership

For most companies — especially small businesses, startups, and partnerships — intellectual property (IP) is either the crown jewel of the business or a key asset. For in-house counsel, this means that extra care is needed when preparing any contract that touches on IP ownership. While it seems scary, the basic concepts of IP ownership are relatively straightforward and there is much in-house counsel can do without always resorting to the use of outside counsel — if that’s even an option.

There are, however, certainly times when experienced IP counsel is helpful and necessary. With Practical Law, however, you can learn the basics of IP and IP ownership and have access to a huge library of contract templates, clauses, checklists, practice notes, drafting notes, and toolkits. And, all for far less than the cost of outsourcing all of your intellectual property contracts issues to outside counsel.

What is intellectual property and IP ownership?

There are four types of IP that in-house counsel are concerned about when drafting or reviewing agreements:

• Trade secrets

When preparing or reviewing a contract involving IP ownership, the parties are generally trying to set out the key issues — namely, “who owns what” (ownership) and “how can the IP be used” (license). More about these concepts is laid out below, but without a contract in place stating otherwise, here are the general rules for IP ownership.

Copyrights, or original works of art, are owned by the author who created the work; if multiple authors are involved, they are joint owners with an indivisible interest in the work. Patents — also known as inventions — are owned by the inventor. Trademarks are the marks used in commerce and are owned by the person or business using them to identify their goods or services. Trade secrets, also known as confidential information, are owned by the creator — mostly businesses through their employees. With trade secrets, care must be taken to keep them confidential or they lose their status as trade secrets.

IP contracts establish ownership

Of course, it’s pretty rare that a lawyer will rely on things just working themselves out based on the common law. Instead  and rightfully so, they want to lay out IP ownership in a written agreement that spells out the rights and obligations of each party. This is where the hundreds of IP contract templates in Practical Law can really cut your time, effort, and cost way down. To start, you need to get familiar with the three types of intellectual property agreements: the creation of IP, the licensing of IP, and the purchase/assignment of IP.

How to create intellectual property

You can create intellectual property in a number of ways. For the purposes of most businesses, IP is created by its employees or by third parties, such as contractors hired to create IP based on specifications and direction provided by the business. While businesses own IP created by their employees — if it is part of their job to create such IP — it is not wise to leave ownership to chance.

The typical solution is an invention assignment agreement signed by the employee when they first join the company. Such an agreement covers a range of IP ownership issues, from confidentiality of company trade secrets to the assignment of any intellectual property created on the job or using company resources to the company. These agreements also require employees to disclose any inventions they claim to have invented prior to joining the company so there is no dispute down the road.

When it comes to contractors, their agreements usually contain a “work-for-hire” provision which states that any work product they turn out for the company under the contract belongs to the company. The only exceptions involve IP the contractor brings to the relationship. It continues to belong to the contractor but, if necessary, the contractor provides a license for the company to use that IP to make the work product function properly. These agreements also contain confidentiality and non-disclosure provisions to ensure that neither party reveals the confidential information of the other party.

See the Practical Law practice note  Intellectual Property – Employees and Independent Contractors

Lastly, companies sometimes partner and enter into a joint development agreement to create IP that neither party could easily create on their own. Each party contributes something to the development and then the ownership and use rights are spelled out in the terms of the agreement.

How to license the IP

IP ownership also comes up in the context of licensing the IP. Many companies’ entire business comprises licensing software or other IP they have developed. To do this successfully, they must enter into software/IP licensing agreements with customers. These agreements set out, among other things:

• Ownership of the IP and any modifications or derivatives
• Who may use the licensed IP, in what manner, and is there exclusivity?
• The ability to sublicense
• Where the IP may be used
• The period of time the licensee may use the IP
• Warranties about the software
• Indemnities, primarily from the licensor against IP infringement
• Obligations not to reverse engineer the software or allow unauthorized access
• Permitted uses and prohibited uses of the IP
• How the agreement ends and what happens to the licensee’s ability to use the IP after termination

While software agreements are the obvious IP licensing contracts, intellectual property licensing arises in franchise agreements; entertainment such as movies, music, and art; NFT; and many other contexts. That is, any type of IP is subject to a licensing agreement.

How to purchase or assign intellectual property

Lastly, IP ownership can be purchased or assigned — that is, the inventor or owner of the IP can transfer it to a new owner. Note that the assignment of IP is different than licensing IP. Under an assignment, ownership and all rights are transferred. With a license , there is no transfer of ownership and only limited rights to use the IP are given.

Some common situations involving buying IP include mergers and acquisitions of the company that owns the IP or just a straightforward purchase of the IP asset alone. For example, owners can sell copyrights and trademarks, including web addresses — many so-called patent trolls buy patents out of the bankruptcy estate of a failed business. Here are three things to keep in mind when buying IP:

•   Define the IP properly. What, exactly, are you buying or selling? Words will matter here.
• Representations and warranties. Drafting properly is important, especially representations around ownership of the IP being sold, warranties around non-infringement, and an indemnity if something goes wrong.
• Residual use. Does the seller have any rights to continue to use the IP? If so, what is the scope? What is the price?

Assignment of IP typically takes place when a party is contributing their IP to a joint venture or partnership , or when the founder of a technology business transfers their invention to the new business, which is generally a requirement to attract new investors. Intellectual property may be transferred to satisfy debts or a judgment, or when a subsidiary or division is “spun out” of a parent company and provided with certain IP assets to start their separate business. When assigning IP, consider these three key points in addition to those above:

• Broad assignment rights. Define what is being assigned and ensure you are getting what you think you are getting.
• Power of attorney. Generally, there will be an obligation on the part of the assignor to cooperate in taking any steps necessary to perfect the assigned rights. A power of attorney gives the assignee the ability to perfect those rights even without the assignor’s assistance.
• Dissolution . If the company folds or the joint venture fails, what happens to the IP that was contributed? You need to think this through at the beginning as it is too late to think about it when the problem hits.

Given the importance of IP to businesses — especially small business and partnerships — in-house counsel should be well versed in the contracts that govern its ownership, assignment, and licensing. It may seem daunting at first, but it is a skill you can hone relatively quickly, especially with a resource like Practical Law to back you up.

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MAKE YOUR FREE Assignment of Intellectual Property

What we'll cover

About assignments of intellectual property, assignment of intellectual property faqs, assignment of intellectual property checklist, what is an assignment of intellectual property.

Assignments of Intellectual Property are used to transfer (ie assign) ownership of  intellectual property rights (IPRs)  (eg trade marks or copyrights ) from one party to another. An Assignment of Intellectual Property agreement facilitates an outright transfer of the owner's rights, titles and interests in the particular intellectual property (IP).

When should I use an Assignment of Intellectual Property?

Use this Assignment of Intellectual Property:

to transfer ownership of intellectual property from the current owner (ie the ' assignor ') to a new party (ie the ' assignee ')

to transfer intellectual property rights, including trade marks , copyrights , design rights , and patents

for IP that is registered in the UK or unregistered IP that’s used in the UK

for transfers between parties based in the UK only

Sample Assignment of Intellectual Property

The terms in your document will update based on the information you provide, assignment of intellectual property.

This assignment is made on the date of the last signature below between:

•   (the  Assignor )
•  (the  Assignee ).
• The Assignor owns the Intellectual Property Rights in the Assigned Rights (as defined below).
• The Assignor has agreed to assign to the Assignee the Assigned Rights on the terms in this Agreement.

Interpretation

• all singular words include plural ones and vice versa;
• all references to paragraphs, schedules or appendices are to the ones in the Agreement;
• all references to a person include firms, companies, government entities, trusts and partnerships;
• the term "including" does not exclude anything not listed;
• all references to statutory provisions include any changes to those provisions;
• the headings are not part of the Agreement.
• In consideration of the sum of £ , receipt of which the Assignor now acknowledges, the Assignor hereby irrevocably assigns to the Assignee.
• The Assigned Rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals.
• The rights assigned to the Assignee under paragraph 3 above include the right to bring proceedings in respect of, and recover any damages or benefit from any other remedies in respect of, any infringement of the Assigned Rights whether occurring before, during or after the date of this Agreement.
• it has the legal right and authority to enter into and perform its obligations under this Agreement;
• All of the parties' liabilities and obligations relating to this Agreement are expressly contained in it. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement are implied into this Agreement or any related contract.

Further Assurance

• enable the Assignee to exercise and enjoy its rights under this Agreement;
• vest in the Assignee the rights specified in paragraph 3; and
• if applicable, register the Assignee's title in those rights with the relevant intellectual property office or registry.
• This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the subject matter of this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
• The Assignor may not assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the Assignee.
• No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
• The  Contracts (Rights of Third Parties) Act 1999  does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
• Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
• A provision which, by its intent or terms, is meant to survive the termination of the Agreement will do so.
• If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
• Unless specifically provided by the parties, nothing in the Agreement will establish any partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
• sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
• delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
• sent by fax will be deemed to have been received on the next Working Day after transmission;
• sent by email will be deemed to have been received on receipt of confirmation of receipt from the recipient.

Confidentiality

• where required by law, court order or any governmental or regulatory body;
• to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
• where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, representatives or advisers);
• where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or.
• where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Governing Law and Jurisdiction

• This Agreement shall be governed by and interpreted according to the law of  England and Wales  and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the  English and Welsh  courts.

The parties have signed this Agreement the date(s) below:

The Schedule

Learn more about making your Assignment of Intellectual Property

How to make an assignment of intellectual property.

Making your Assignment of Intellectual Property online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all the information about the IP and the transaction prepared in advance, creating your document is a quick and easy process. 

You’ll need the following information: 

The assignor and the assignee

What is the assignor’s name, address, and legal structure ? If it’s a company , what’s its company number? 

Who is the assignor’s signatory, if it’s a company or a partnership ? This is the person who will sign the Assignment on the company’s or partnership’s behalf. 

What is the assignee’s name, address, and legal structure ? If it’s a company , what’s its company number? 

Who is the assignee’s signatory, if it’s a company or a partnership ? This is the person who will sign the Assignment on the company’s or partnership’s behalf. 

Types of intellectual property rights

Are you transferring any registered IP ?

Are you transferring any unregistered IP ?

Are you transferring any copyrights ?

If so, will the assignor surrender their moral rights in the relevant work(s)?

Excluded IPRs

Do you want to specify any IPRs that will not be included in (ie transferred under) this Assignment agreement? If so:

Do you want to specifically exclude registered IPRs, unregistered IPRs, or both? 

Identifying the intellectual property rights to be transferred

Which registered IPRs are being assigned using this agreement? Include registration numbers. 

Which works and/or materials in which unregistered IPRs exist are being transferred? These must be well-defined and can be supported by drawings or similar.

Which registered IPRs are being specifically excluded from this Assignment? Include registration numbers.

Which works and/or materials in which unregistered IPRs exist are being specifically excluded from this Assignment? These must be well-defined and can be supported by drawings or similar.

The Assignment

What is the price being paid in exchange for the IP being transferred?

Are the IPRs being transferred with full title guarantee (ie the assignor has full knowledge of all of the rights being transferred and they guarantee that they have the authority to sell them, they are not subject to any financial charges, and there are no undisclosed rights over them)?

If the assignor or assignee is based in Scotland, will the Assignment agreement be governed by the laws of England and Wales or the laws of Scotland?

Does the assignor promise that they have not already licensed or assigned any of the rights being transferred under this Assignment?

Does the assignor promise that any relevant IPR registrations have been maintained and relevant fees paid?

Does the assignor promise that they’re aware of any infringements or likely infringements of any of the relevant IPRs?

Does the assignor promise that all of the IPRs are valid and there have been no legal claims against them?

Does the assignor promise that exploiting (ie using) the IPRs will not infringe on any other parties’ rights ?

Does the assignor promise that the assignee may use the rights without interference from them, the assignor?

Assistance and indemnity

Does the assignor promise to provide reasonable assistance to the assignee if any legal proceedings arise in connection with the transferred IPRs?

If so, will the assignee or assignor bear the costs of this assistance?

Is the assignor providing an indemnity to the assignee, promising to reimburse them for costs arising out of any breaches by the assignor of the warranties contained in this Assignment agreement?

Common terms in an Assignment of Intellectual Property

Assignments of Intellectual Property set out the terms of a transfer of ownership of IP. To do this, this Assignment of Intellectual Property template includes sections headed:

This assignment is made on the last date of signature below between…

The agreement starts by clearly identifying the assignor (ie the party selling the relevant IPRs) and the assignee (ie the party purchasing the relevant IPRs), who will be the parties to this transaction. 

This section sets out the key purposes of the Assignment by stating that the assignor owns the relevant IP and that they agree to assign (ie transfer ownership of) it to the assignee on the terms of this agreement.  

Meanings 

This definition table assigns specific meanings to key terms used throughout the Assignment. When these terms (eg ‘Assigned Rights’ or ‘Intellectual Property Rights’) are used capitalised throughout the Assignment, they carry the meaning they’re given in this table.

This section starts by setting out the transfer being made under this Assignment: the assignor is assigning certain rights in IP to the assignor, either with full title guarantee or not, in exchange for payment of a specified sum.

It clarifies that the assignment is for the whole term of the rights (ie this is not a licence to use IP for a defined period of time). Lastly, it clarifies that the assignee’s ownership of the IPRs will include the rights to, for example, bring legal proceedings in respect of any future breaches of these IPRs.

Moral rights

If you’ve indicated that the assignor will waive their moral rights in any copyrights transferred under this Assignment, this waiver will be set out here. This section will also assert that all other moral rights in the applicable works have been waived (eg co-authors’ moral rights).   

The promises that the assignor is making to the assignee under the Assignment are set out here. 

This section will always include a warranty that the assignor has the legal right to enter into this agreement and to perform its obligations under it (eg because they have a right to the relevant IP). It will also contain any other warranties you’ve chosen to include. For example, that the assignor has not previously licensed or assigned any of the relevant IPRs or that as far as they are aware use of the IPRs will not infringe on any other party’s rights. 

Finally, this section notes that the terms contained in the Assignment agreement are all of the terms of the Assignment, as far as permitted by law (eg neither party should later argue that they agreed on additional warranties verbally).

Further assurance 

The assignor makes additional promises related to the Assignment in this section. For example, that they will do anything necessary (eg execute documents) to enable the assignee to enjoy their rights under this agreement (eg to enable them to use the IP).

If you’ve indicated that the assignor promises to assist the assignee if any legal disputes arise relevant to the IPRs, this promise is set out here, along with an identification of who will pay any associated costs.

Indemnity 

If the assignor is indemnifying the assignee against any of the assignor’s breaches of the warranties provided in the Assignment, this indemnity will be set out here.

This section deals with various other points of law that govern how this Assignment agreement operates. For example:

stating that this agreement is the entire agreement, ie the Assignment contains all of the agreement between the assignor and the assignee (ie there are no additional terms). This helps avoid confusion if, for instance, other terms were in contemplation during negotiations 

restricting how the assignor can deal with the agreement (eg preventing them from assigning their burdens under the agreement to others) 

requiring that any variations to the agreement must be made in writing

excluding the Contracts (Rights of Third Parties) Act 1999 or the Contract (Third Party Rights) (Scotland) Act 2017 . This essentially means that third parties (ie not the assignor or the assignee) that would otherwise be able to enforce obligations under this agreement under the Act cannot do so

setting out how any notices or other similar communications that must be given under the Assignment should be delivered

clarifying that the Assignment does not create a partnership , a joint venture , or an agency relationship between the assignor and assignee

This section sets out obligations on both parties related to confidential information . Both parties promise, under the Assignment, to only use each other’s confidential information as necessary to perform their obligations under the Assignment. Further, they promise that they will not disclose it except in certain situations (eg if required by law or if the information has already become generally available to the public).

Governing law and jurisdiction

This section sets out which country’s legal system must be used to resolve any disputes (ie the agreement’s ‘ jurisdiction ’). This is necessary as the legal systems of England and Wales and of Scotland are different.

The parties have signed this agreement on the date(s) below…   

The Assignment provides space here for the parties to sign and date the agreement, to make it legally binding. 

The Assignment’s Schedule contains details of all IPRs that are being transferred under the Assignment. 

If both registered and unregistered rights are being transferred, these are set out in separate sections. Unregistered rights are set out as descriptions of the works that give rise to them (eg copyrighted works).

If you’re specifying certain IPRs that aren’t being included in the Assignment, these will also be set out in the Schedule. Again, if registered and unregistered rights are being excluded, these will be set out separately.

If you want your Assignment of Intellectual Property to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Assignment of Intellectual Property complies with all relevant laws and meets your specific needs. Use Rocket Lawyer’s Ask a lawyer service for assistance.

Legal tips for assignors and assignees

Make sure you clearly identify all relevant IPRs

Registered IP is easy to identify. For example, you can provide a trade mark registration number to clearly identify a registered trade mark. Unregistered IP can be harder to clearly define and identify. Therefore, it’s important that you describe any unregistered IP you’re transferring (eg copyrights or design rights) under the Assignment very precisely. You should provide precise written descriptions that include all relevant details and, where necessary, you should provide clear supporting documents (eg drawings or examples of the works or products that contain the relevant IPR). 

Ensuring IPRs can be clearly identified prevents disputes from arising down the line if, for example, the parties realise that they disagree over exactly which IP has been assigned using your Assignment of Intellectual Property.

Register your IP to protect it

Unregistered IP is often protected under UK IP law. However, registered IP usually receives greater legal protection and, because IPRs must be clearly identified in order to register them, disputes involving them are less likely to involve complicated arguments about exactly what constitutes a particular IPR. 

Therefore, if you own unregistered IP that’s capable of being registered, consider registering it (eg before assigning it or after receiving it via assignment). For more information, read How to register a trade mark , Design rights , and Patents . You can use our Trade mark registration service for assistance.   

Understand when to seek advice from a lawyer

In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if: 

the assignor or assignee is based outside England, Wales, and Scotland

you need to register an Assignment of registered intellectual property rights with the appropriate authorities

What is included in an Assignment of Intellectual Property?

This Assignment of Intellectual Property template covers:

the IPRs being assigned (these can be registered, unregistered or a combination of both)

whether or not the assignor is providing a full title guarantee

the price paid for the IPRs

warranties regarding the IPRs

excluded rights (optional)

how the assignor will assist with any relevant future legal claims (optional)

an indemnity provided by the assignor (optional)

Why do I need an Assignment of Intellectual Property?

In the UK, assignments (ie transfers of ownership) of various types of IP must be made in writing . The transfer document should show a clear intention by the assignor to transfer the IPRs to the assignee.

Attempts to assign IPRs without complying with the formal requirements will not transfer the legal title to the assets, meaning that ownership will not transfer correctly. Therefore, if you want to transfer your ownership of intellectual property, you’ll need an appropriate Assignment of Intellectual Property document.

What intellectual property rights can be transferred?

Most IPRs can be transferred, including patents , trade marks , copyrights , and design rights .

Rights in passing off and confidential information are not property rights and can't be assigned in the same way. However, in some situations, an assignor may be required to disclose confidential documents as part of an IPR transfer.

Who owns the rights to intellectual property?

Usually, the person who created a particular piece of IP is its owner. However, there are certain situations in which this doesn't apply. For example:

when IPRs are created in the course of employment , as part of an employee's job, these IPRs are presumed to be owned by the employer (ie they will be owned by the employer unless a formal document, eg an Employment contract , states otherwise)

when the person named on a register (eg the UK trade mark register ) as the owner of the IPR isn’t its creator

Remember that it’s the owner of an IPR that can assign that IPR, regardless of whether or not they are also its original creator.

What are moral rights?

Some IPRs generate moral value in addition to any economic value that is made from the IPRs’ exploitation (ie use). 

Moral rights protect these non-economic interests in a copyright . They are only available for literary, dramatic, musical and artistic works, and film. Moral rights include the rights to: 

be recognised as the author of the work (ie attribution )

not have the work altered or adapted in a way that would prejudice the original author’s reputation (ie derogatory treatment of the work)

Moral rights can't be sold or transferred. However, the owner can agree to waive these rights .

For more information, read Moral rights for copyright .

What are the warranties in this Assignment of Intellectual Property agreement?

Warranties are statements of fact or promises that one party to an agreement gives to the other, as part of the agreement. By providing warranties in the Assignment of Intellectual Property, the assignor is assuring the assignee that certain conditions are true. For example, that the assignor is the sole owner of all of the rights, titles, and interests in the IPRs covered by the Assignment. If this statement of fact turns out to be untrue, the assignee is able to seek damages (ie compensation) from the assignor as this will be a breach of the Assignment agreement.

What are the indemnities in the Assignment of Intellectual Property agreement?

An indemnity is a promise by one party of a contract to another, in which they promise to compensate that party for (ie indemnify them against) any future losses or any legal risks that arise due to certain specified conduct by the indemnifying party. 

For example, this Assignment document contains an indemnity to the effect that, if it turns out that the IPRs transferred infringe on a third party’s rights and the third party decides to bring a legal action, the assignor will reimburse the assignee for any legal expenses they incur in defending or settling the claim. The assignee could pursue legal claims for breaches of the Assignment’s warranties regardless of whether the assignor provided an indemnity, but having the indemnity in place would make it easier for them to obtain compensation.

Does this Assignment of Intellectual Property work internationally?

This Assignment of Intellectual Property is governed by the laws of England and Wales or the laws of Scotland. It does not guarantee or assign any intellectual property rights overseas (eg in the EU).

How long does the Assignment of Intellectual Property agreement last?

The Assignment can last indefinitely, as its purpose is to transfer ownership of the IPRs to the assignee (ie not simply to provide a temporary licence for their use).

How do I know whether I own the IPRs after the Assignment agreement is signed?

To make sure that the assignee becomes the new legal owner of the IPRs, it may be necessary to register the rights with the UK Intellectual Property Office (UKIPO) . It’s important to make sure that the assignee's name is on any registered documents and to complete any necessary registrations. For more information, read Reaching an agreement - intellectual property infringement .

What if I only want to assign partial rights to the assignee?

It is possible to only assign partial rights in intellectual property. For example, you may assign the right to use a copyright for one purpose but not the right to use it for another purpose. 

You can specify what rights you want to assign in this Assignment agreement. For example, if you wrote and own the copyright to a novel, you may assign the rights to make a film based on the novel but retain the rights to publish the novel as a book.

What should be included in the Schedule?

The Schedule to this agreement should clearly set out details of what is being transferred as part of the Assignment (eg the specific IPRs and/or works in which rights exist). It is important to be concise and to state precisely what IPRs are being transferred. You should use registration numbers where possible and attach any samples, drawings, or other materials that reference the works.

What is the difference between an Assignment of IP and an IP licence?

An Assignment of Intellectual Property transfers the full ownership of IP from one party to another. On the other hand, an IP licence grants one party (ie the licensee) the right to use another party’s (ie the licensor’s) IP. While the licensee can use the licensor’s IP, the licensor maintains full ownership of their IP. 

For more information, read Intellectual property licensing . You can licence trade marks using a Trade mark licence . If you require other types of IP licences, Ask a lawyer .

Do I need to pay stamp duty on assignments of IP?

Stamp duty has not been chargeable or payable on transfers of IP since 28 March 2000. The Finance Act 2000 abolished this stamp duty charge. 

However, in some circumstances, stamp duty may still be chargeable and payable if the transfers deal in part with IP and in part with other property that stamp duty applies to (eg shares). 

For more information, see HMRC’s manual and do not hesitate to Ask a lawyer .

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Make your document.

Create your document by following Rocket Lawyer’s step by step interview process. If you need to edit your answers after creating your document, you can return to the interview to do so. Get started now!

Check that your Assignment of Intellectual Property is suitable

Read the document to make sure it meets your needs and that you’ve provided all of the necessary information about your IP transaction. Remember that, if you have any questions, you can Ask a lawyer for advice.

Attach any reference materials

If you refer to any attached materials in the schedules (eg drawings specifying or demonstrating unregistered designs ), remember to attach these materials to the document before it’s signed.

Sign to make it legal

Each party to the Assignment of Intellectual Property must sign the document. Make sure to follow the correct signing process .

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Store your document.

Each party should keep their own original signed copy of the Assignment of Intellectual Property.

Make any necessary registrations

If you’re transferring any registered IP rights, your transfers will need to be registered with the appropriate authorities (eg the UK Intellectual Property Office (UKIPO) ). For more information, read Reaching an agreement - intellectual property infringement .

Important details

• The date of the agreement is the date on which the parties sign, if that is the same day. If they sign on different days, the date of the agreement is the day on which the last person signs.
• It’s important to inform the UKIPO about any changes to the ownership of registered IP (eg trade marks ), to make sure the relevant IPRs remain fully protected.

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Related documents

Rocket lawyer members who started an assignment of intellectual property also made:, trade mark licence agreement.

Grant a licence to use your trade mark

Cease and Desist Letter for IP Infringement

Stop the use of your intellectual property without permission

Non Disclosure Agreement (NDA)

Protect confidential information shared between two parties

Letter of Confidentiality

Use this when sharing confidential information with another party

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Legal sources

This assignment of intellectual property is governed by the laws of england and wales or the laws of scotland. find some of the key sources and laws relevant to your assignment of intellectual property below:.

Contract (Third Party Rights) (Scotland) Act 2017

Contracts (Rights of Third Parties) Act 1999  

Trade Marks Act 1994

Copyrights, Designs and Patents Act 1988   

Patents Act 1977

Registered Designs Act 1949