difference between transfer and assignment

Difference Between Assignment and Transfer

The difference between assignment and transfer is that assign means it's legal to transfer property or a legal right from one person to another. 3 min read updated on February 01, 2023

The difference between assignment and transfer is that assign means it's legal to transfer property or a legal right from one person to another, while transfer means it's legal to arrange for something to be controlled by or officially belong to another person.

When used as verbs, assign means to set apart or designate something for a purpose while transfer means to pass or move from one person, place, or thing to someone or someplace else. When used as nouns, assign means the assignee and transfer is the act of removing or conveying something from one person, thing, or place to another. Transfer generally refers to titles whereas assignment is used with obligations and rights.

Definitions of Assignment and Transfer

• Assignment: Assignment is used in real estate law and contracts law. It covers the transfer of rights held by the assignor to the assignee.
• Transfer: To remove or convey from one person or place to someone or somewhere else.

Distinction Between Assignment and Transfer

When distinguishing between assignment and transfer, take licenses, for example. Licenses are contracts that don't allow legal action for infringement. They fall under state law. Therefore, state law will decide whether the license is an obligation or right that can be transferred or assigned legally.

One way to distinguish this example is that an individual contract under an agreement cannot be assigned, like entitlement to grant back royalties . In addition, the contract cannot be transferred. You need to break it down and figure out what the actual issue is — the parties' intent. An additional distinction is when the contract holder is an entity and the business owners want to transfer a portion or all of their stock. This can be seen as an implied transfer of the whole contract. However, it would not likely be an assignment of the rights covered under this agreement.

Difference Between Assign and License

The key difference between assign and license is that with a license, the person who grants permission, known as the licensor, keeps an interest in the product being licensed . In an assignment, the assignor will transfer his or her rights to the product or property being assigned.

Another difference is that assignments must be in writing and a license can be executed without being written. Consider, for example, intellectual property such as patents. Patents can be licensed verbally in some instances, but assignments for patents must be in writing and filed with the United States Patent and Trademark Office .

Assignments grant the assignee full ownership of a product or property. Therefore, an assignment will typically cost more to acquire than a license.

Frequently Asked Questions

Are there ever situations in which a license can be transferred but is not assignable?

• Yes, in the case of allowing an assignment to one of your affiliates, the assignor would still be liable for the performance of the agreement under general assignment law. In this situation, you would not typically permit a transfer, because in a transfer, the person transferring would not maintain any obligations related to performance. Don't rely solely on this general understanding, but still expressly detail your agreement on what a licensee can legally do.

How will transfer and assignment rights affect someone's ability to sublicense?

• In theory, if a licensee has the authority to assign license rights to someone else, you could argue that it also provides the right to sublicense it. The issue here is that with a sublicense, the person sublicensing it keeps a license right, therefore effectively creating two licensees. With an assignment, only one right is assigned, and the assignee is the one who has possession of the license. With well-drafted licenses, the right to sublicense is not typically implied, as the licensor is the one who reserves all rights that are not expressly granted.

What is the effect of poorly drafted licenses?

• A poorly drafted license could result in giving someone implied rights to also sublicense. An example is a software license that allows a licensee to access the software without clarifying any restrictions or clearly defining the word “use.” This means that, depending on what this software is supposed to do, someone could think the term “use” means the licensee has permission to grant a sublicense as part of their usage rights.

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Difference between Transfer and Assignment

19 Feb 2022  · 4 mins read

A single word may have more than one meanings. One might wonder how complex language is and how confusing words are. Transfer and assignment are such similar terms interchangeably used yet different in legal sense. The article discusses the meaning, types of assignment and how it is different from that of transfers.

In simple terms, assignment means the sale of IP i.e., the transfer of complete ownership to the assignee including the right to exclude others from infringing it. To constitute an assignment, the terms and conditions of contract under the Indian Contract Act, 1872. The agreement must be signed and written. The specific IP laws determine the features of such assignment in detail. In Copyright law partial assignment is also permitted under section 18, which requires to mention specifically the rights assigned. Also, it is necessary to mention the time period for which the assignment is made. In the absence of such time period, generally 5 years is taken as a limit. Assigner is the owner who assigns it to another person known as assignee.

Assignment is different from that of licensing in a way that the latter only parts with certain rights and the ownership rests with the person who is ready to give away the rights.

The following are some of the common types of assignment:-

Legal Assignment- When the transfer of existing registered IP is transferred, wherein the new owner acquires all rights, it is known as legal assignment.

• Equitable Assignment- It occurs when before the registration, the assigner is willing to transfer it to the assignee. Once the registration is done the assignee can acquire all the rights. Although the assignee cannot register himself as the proprietor but can show interest in the IP through a notice.
• Mortgage- It is the total or partial transfer of IP in return of a sum of money. Once the money is repaid, the IP is reinstated to its original owner.

On the other hand, transfer means to convey or remove from one person or place to another person. Transfer is of titles whereas the Assignment is for obligations and rights. 1

The term transfer is generally used for properties that can be possessed physically. For example, a car or house or those properties which can be represented by a legal instrument such as share

certificate.

Assign is generally associated with intangible properties such as a debt, or benefits arising from contracts for example rental income under a lease agreement. 2

An assignment is thus different from other type of transfers such as subrogation, novation, sublease etc. Assignment is basically the transfer all rights, interests, titles which the assigner conveys to assignee and the latter stands in the shoes of the assigner. 3

Though the difference between novation and assignment is narrower, one ought to know the difference. “ Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party. ” 4

And for the transfer of the property, the Transfer of Property Act, 1882 applies. It extensively deals with various kinds of transfers. There are certain set rules for transfer of property. For instance, one needs to be of sound mind, not intoxicated, of legal age and must not be disqualified by law. The Act lists kinds of transfer such as lease, mortgage, exchange, gift and sale.

To sum up, though the words transfer and assignment is used interchangeably there is a difference between them. They are governed by different legislations and are used for different purposes. So one needs to be careful and understand all the legal provisions before transferring anything.

1 Difference between Assignment and transfer, UPCOUNSEL, (Nov 09, 2021, 5: 25 pm), https://www.upcounsel.com/difference-between-assignment-and-transfer . 2 Merchants Service Co. v. Small Claims Court, 35 Cal. 2d 109, 113-114 (Cal. 1950).. 3 Knott v. McDonald’s Corp., 985 F. Supp. 1222 (N.D. Cal. 1997). 4 Assignments: the basic law, STIMMEL LAW, (Nov 9, 2022, 5: 48 pm), https://www.stimmel-law.com/en/articles/assignments-basic-law .

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Assignment is a legal term whereby an individual, the “assignor,” transfers rights, property, or other benefits to another known as the “ assignee .”   This concept is used in both contract and property law.  The term can refer to either the act of transfer or the rights /property/benefits being transferred.

Contract Law   

Under contract law, assignment of a contract is both: (1) an assignment of rights; and (2) a delegation of duties , in the absence of evidence otherwise.  For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.  That is, this assignment is both: (1) an assignment of A’s rights under the contract to the $50; and (2) a delegation of A’s duty to teach guitar to C.  In this example, A is both the “assignor” and the “delegee” who d elegates the duties to another (C), C is known as the “ obligor ” who must perform the obligations to the assignee , and B is the “ assignee ” who is owed duties and is liable to the “ obligor ”.

(1) Assignment of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law.  First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee .  That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C.  Second, rights cannot be assigned when they materially change the obligor ’s duty and rights.  Third, the obligor can sue the assignee directly if the assignee does not pay him/her.  Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

            (2) Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor.  It can only be delegated if the promised performance is more commonplace.  Further, an obligee can sue if the assignee does not perform.  However, the delegee is secondarily liable unless there has been an express release of the delegee.  That is, if B does want C to teach guitar but C refuses to, then B can sue C.  If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. However, novation requires an original obligee’s consent .  

Property Law

Under property law, assignment typically arises in landlord-tenant situations.  For example, A might be renting from landlord B but wants to another party (C) to take over the property.   In this scenario, A might be able to choose between assigning and subleasing the property to C.  If assigning , A would be giving C the entire balance of the term, with no reversion to anyone whereas if subleasing , A would be giving C for a limited period of the remaining term.  Significantly, under assignment C would have privity of estate with the landlord while under a sublease, C would not. 

[Last updated in May of 2020 by the Wex Definitions Team ]

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What Is the Difference Between Assignment and Novation?

By Jordan Bramis Lawyer

Updated on November 22, 2023 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

Assignments

Other differences between an assignment and novation, choosing between assignment and novation, key takeaways.

To further your commercial endeavours, you may wish to transfer your rights under a contract to another party. The primary legal mechanisms for transferring the rights or obligations under a contract to a third party are assignment, which involves transferring benefits or rights and novation, which facilitates the transfer of both rights/benefits and obligations. It is crucial to understand that these concepts are different. Unfortunately, many people tend to confuse the two, leading to unwanted consequences in relation to legal contracts. This article will explore the key differences between the two.

Under a contract, where a party (the original party to the contract) is initiating an ‘assignment’ , they are transferring some or all of their contractual rights to a third party, known as the “assignor”. The recipient of those contractual rights is known as the “assignee”. For instance, a party can transfer the right to receive payment or benefits under the contract through an assignment.

Following an assignment, the assignee gains the right to the benefits of the contract that the assignor has assigned. Furthermore, they gain the authority to initiate legal proceedings, either individually or in conjunction with the assignor. It is important to note, however, that the assignee does not become a contracting party to the original agreement. Under assignment, contractual burdens and liabilities cannot be transferred. Therefore, the assignor retains responsibility for fulfilling any remaining contractual obligations that still need to be discharged.

In most cases, assignment necessitates the consent of the obligor (the party obligated to fulfil the contract). The obligor needs to agree to the assignee taking over the rights held by the assignor. Additionally, the assignor must provide notice to the obligor about the assignment. This notice serves to inform the obligor that they should now deal with the assignee regarding the assigned rights.

By comparison, a novation agreement achieves the transfer of both rights and obligations to a third party. Here, the new party (the “novatee”) steps into the shoes of the original party (the “novator”) and assumes both the rights and obligations. 

A novation agreement essentially terminates the contract with the original party and creates a new contract with the new party. A novation agreement means you can substitute one party for another without changing the obligations agreed to in the original contract. 

Novation most often arises in big corporate takeovers or on the sale of a business. On takeover, deeds of novation are used to transfer contracts from the seller to the buyer and allow the buyer to carry on the seller’s business.

All involved parties, including the remaining contractual party, the novator, and the novatee, must unanimously agree to the novation. It is a collective decision to replace the old contract with a new one.

Novation creates an entirely new legal relationship. The old contract is set aside, and the new contract, which includes the novatee, comes into effect. Following novation, the novator is released from all obligations and liabilities associated with the original contract.

The choice between assignment and novation depends on various factors.

If a party wishes to maintain some level of involvement and responsibility in the original contract, assignment is often the better choice. It enables the transfer of specific rights while retaining some obligations. For a complete break from the original contract, where a party wishes to shed all obligations and liabilities, novation may be preferential.

One of the most important and sometimes overlooked steps is to document what you have agreed to in writing. Have your agreement written up, signed and stored safely. The area where most disputes and disagreements arise is where parties have not written down what they agree to. This results in a conflict that could have been easily avoided.

When you are ready to sell your business and begin the next chapter, it is important to understand the moving parts that will impact a successful sale.

This How to Sell Your Business Guide covers all the essential topics you need to know about selling your business.

If you intend to assign your rights under a contract to a third party, you can do so through an assignment or a novation. However, be aware that these differ. An assignment gives some rights to a third party, whereas a novation transfers both rights and obligations to a third party. Ensure that whichever method you choose, you document this in a written agreement.

If you need further assistance with an assignment or novation, our experienced contract lawyers can assist you as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 1300 544 755 or visit our membership page .

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AssignToday Blog

What is The Difference Between Assignment and Transfer

In real estate, sometimes contracts change hands after the deal is signed. But what does this mean?

AN ASSIGNMENT of a real estate contract means one of the original parties of the contract, (known as the Assignor) gives up all of their rights and responsibilities to another party (called the Assignee). The Assignor is usually the original Buyer of the property.

All obligations under the terms of the original contract revert to the Assignee when the sale transaction completes. The Assignor becomes the middleman, making a profit by selling the Assignment at a higher price than was contemplated in the original contract, or by receiving an Assignment Fee for completing the transaction.

A TRANSFER is the transfer of title (legal ownership) to the property. An Assignor can only assign the rights and responsibilities of the real estate contract, but cannot convey or transfer title of the property as they do not hold ownership of it prior to closing. The transfer would be completed on closing and would pass from the Seller to the Assignee.

Benefits Of An Assignment

• Assignors (the original purchaser) can sometimes make a quick profit by selling a Purchase Contract at a higher rate than what they were going to pay for the real estate property.
• The original purchaser can often negotiate to get their original deposit back from the Assignee. When the original purchaser entered into the purchase contract, they likely paid a deposit to the Seller. As part of the Assignment Agreement, the Assignee can be required to pay the deposit to the Assignor as consideration for the transaction.
• The Assignor avoids having to pay closing costs and property transfer tax since the Assignee, or new buyer will take that responsibility at closing.
• The Assignor relieves themselves of the obligations of the Purchase Contract without backing out of the deal with the Seller or Developer. Backing out of a Purchase Contract comes with certain difficulties since it’s a legally binding contract. There may be penalties due to the Developer if a buyer backs out or even lawsuits where the Developer tries to enforce the contract. Selling it as an Assignment, therefore, means the original buyer can avoid those potential expenses or liabilities.

As with any home purchase, it’s always a good idea to hire a real estate professional to assist you. Their professional experience can guide you to the right decision for your personal situation while avoiding any difficulties or unexpected hurdles.

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Assignment of Lease

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What is an assignment of lease.

The assignment of lease is a title document that transfers all rights possessed by a lessee or tenant to a property to another party. The assignee takes the assignor’s place in the landlord-tenant relationship.

You can view an example of a lease assignment here .

How Lease Assignment Works

In cases where a tenant wants to or needs to get out of their lease before it expires, lease assignment provides a legal option to assign or transfer rights of the lease to someone else. For instance, if in a commercial lease a business leases a place for 12 months but the business moves or shuts down after 10 months, the person can transfer the lease to someone else through an assignment of the lease. In this case, they will not have to pay rent for the last two months as the new assigned tenant will be responsible for that.

However, before the original tenant can be released of any responsibilities associated with the lease, other requirements need to be satisfied. The landlord needs to consent to the lease transfer through a “License to Assign” document. It is crucial to complete this document before moving on to the assignment of lease as the landlord may refuse to approve the assignment.

Difference Between Assignment of Lease and Subletting

A transfer of the remaining interest in a lease, also known as assignment, is possible when implied rights to assign exist. Some leases do not allow assignment or sharing of possessions or property under a lease. An assignment ensures the complete transfer of the rights to the property from one tenant to another.

The assignor is no longer responsible for rent or utilities and other costs that they might have had under the lease. Here, the assignee becomes the tenant and takes over all responsibilities such as rent. However, unless the assignee is released of all liabilities by the landlord, they remain responsible if the new tenant defaults.

A sublease is a new lease agreement between the tenant (or the sublessor) and a third-party (or the sublessee) for a portion of the lease. The original lease agreement between the landlord and the sublessor (or original tenant) still remains in place. The original tenant still remains responsible for all duties set under the lease.

Here are some key differences between subletting and assigning a lease:

• Under a sublease, the original lease agreement still remains in place.
• The original tenant retains all responsibilities under a sublease agreement.
• A sublease can be for less than all of the property, such as for a room, general area, portion of the leased premises, etc.
• Subleasing can be for a portion of the lease term. For instance, a tenant can sublease the property for a month and then retain it after the third-party completes their month-long sublet.
• Since the sublease agreement is between the tenant and the third-party, rent is often negotiable, based on the term of the sublease and other circumstances.
• The third-party in a sublease agreement does not have a direct relationship with the landlord.
• The subtenant will need to seek consent of both the tenant and the landlord to make any repairs or changes to the property during their sublease.

Here is more on an assignment of lease here .

Parties Involved in Lease Assignment

There are three parties involved in a lease assignment – the landlord or owner of the property, the assignor and the assignee. The original lease agreement is between the landlord and the tenant, or the assignor. The lease agreement outlines the duties and responsibilities of both parties when it comes to renting the property. Now, when the tenant decides to assign the lease to a third-party, the third-party is known as the assignee. The assignee takes on the responsibilities laid under the original lease agreement between the assignor and the landlord. The landlord must consent to the assignment of the lease prior to the assignment.

For example, Jake is renting a commercial property for his business from Paul for two years beginning January 2013 up until January 2015. In January 2014, Jake suffers a financial crisis and has to close down his business to move to a different city. Jake doesn’t want to continue paying rent on the property as he will not be using it for a year left of the lease. Jake’s friend, John would soon be turning his digital business into a brick-and-mortar store. John has been looking for a space to kick start his venture. Jake can assign his space for the rest of the lease term to John through an assignment of lease. Jake will need to seek the approval of his landlord and then begin the assignment process. Here, Jake will be the assignor who transfers all his lease related duties and responsibilities to John, who will be the assignee.

You can read more on lease agreements here .

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Assignment of Lease From Seller to Buyer

In case of a residential property, a landlord can assign his leases to the new buyer of the building. The landlord will assign the right to collect rent to the buyer. This will allow the buyer to collect any and all rent from existing tenants in that property. This assignment can also include the assignment of security deposits, if the parties agree to it. This type of assignment provides protection to the buyer so they can collect rent on the property.

The assignment of a lease from the seller to a buyer also requires that all tenants are made aware of the sale of the property. The buyer-seller should give proper notice to the tenants along with a notice of assignment of lease signed by both the buyer and the seller. Tenants should also be informed about the contact information of the new landlord and the payment methods to be used to pay rent to the new landlord.

You can read more on buyer-seller lease assignments here .

Get Help with an Assignment of Lease

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Meet some of our Assignment of Lease Lawyers

I was born and raised in Wayne, New Jersey and attended Seton Hall University, graduating cum laude. I followed my family down to Florida to attend Ave Maria School of Law where I graduated cum laude. I was admitted to the Florida Bar in 2018. During law school, I participated in the Certified Legal Internship program with the State Attorney's Office of the 20th Judicial Circuit and litigated 5 jury trials, 1 non jury trial and argued various motions before the court under the supervision of an Assistant State Attorney. I was an Assistant States Attorney for Collier County from 2018 to 2020 before moving into private practice in the areas of real estate and first party property from 2020 to 2021. As of November 2021, I started my own law practice that focuses on business planning, real estate and estate planning.

Vicki graduated from Regent University School of Law in Virginia Beach, Virginia in 1996. She is a licensed attorney. She has been admitted to Wisconsin since 1998 and Pennsylvania since 1999.

I work with private tech companies on entity formation, corporate governance, and commercial agreements. I was an in-house counsel for a unicorn fintech startup and am currently associated with a startup boutique while operating my solo practice. I received my JD from Berkeley Law, and served in the US Navy for 5 years as a combat linguist. I am fluent in Korean.

Business, Real Estate, Tax, Estate Planning and Probate attorney with over 20 years experience in private practice in Colorado. Currently owner/operator of John M. Vaughan, Attorney at Law solo practitioner located in Boulder, CO. My practice focuses on transactional matters only.

I have 20-plus years of experience as a corporate general counsel, for public and private corporations, domestic and international. I have acted as corporate secretary for a publicly-held corporation and have substantial experience in corporate finance, M&A, corporate governance, incorporations, corporate maintenance, complex transactions, corporate termination and restructuring, as well as numerous aspects of regulatory and financial due diligence. In my various corporate roles, I have routinely drafted complex corporate contracts and deal-related documents such as stock purchase agreements, option and warrant agreements, MSAs, SOWs, term sheets, joint venture agreements, tender agreements purchase and sale agreements, technology licensing agreements, vendor agreements, service agreements, IP and technology security agreements, NDAs, etc. and have managed from both a legal and business perspective many projects in the financial, technology, energy and venture capital fields.

My practice focuses on business and commercial litigation. I have worked with companies of all sizes from sole member LLCs to those in the Fortune 500. I've advised clients on mergers, equity issuances, commercial transactions, joint ventures, employment issues, and non-competition. I've also drafted and negotiated the underlying agreements for these transactions and more.

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• Key Differences

Know the Differences & Comparisons

Difference Between Negotiation and Assignment

On the other hand, assignment alludes to the transfer of ownership of the negotiable instrument, in which the assignee gets the right to receive the amount due on the instrument from the prior parties.

The most important difference between negotiation and assignment is that they are governed by different acts. To know more differences amidst the two types of transfers, take a read of the article below.

Content: Negotiation Vs Assignment

Comparison chart, definition of negotiation.

Negotiation can be described as the process in which the transfer of negotiable instrument, is made to any person, in order to make that person, the holder of the negotiable instrument. Therefore the negotiable instrument aims at transferring the title of the instrument to the transferee.

The term of negotiation for any person except maker, drawer or acceptor, until payment and in the case of the maker, drawer or acceptor, it should be until the due date. The two methods of negotiation are:

• By delivery : Negotiation is possible by mere delivery, in the case of bearer instrument, but that should be voluntary in nature.
• By endorsement and delivery : In the case of order instrument, there must be endorsement and delivery of the negotiable instrument. The delivery must be voluntary, with an intention of transferring the underlying asset, to the transferee to complete the negotiation.

Definition of Assignment

By the term assignment we mean, the transfer of contractual rights, ownership of property or interest, by a person, in order to realise the debt.

An assignment is a written transfer of rights or property, in which the assignor transfers the instrument to assignee with the aim of conferring the right on the assignee, by signing an agreement called assignment deed. Thus, the assignee is entitled to receive the amount due on the negotiable instrument, from the liable parties.

Key Differences Between Negotiation and Assignment

The primary differences between negotiation and assignment presented in the points below:

• The transfer of the negotiable instrument, by a person to another to make that person the holder of it, is known as negotiation. The transfer of rights, by a person to another, for the purpose of receiving the debt payment, is known as assignment.
• When it comes to regulation of negotiable instrument, negotiation governs the Negotiable Instrument, 1881, while the assignment is regulated by Transfer of Property Act, 1882.
• Negotiation can be effected by mere delivery in case of bearer instrument and, endorsement and delivery in case of order instrument.
• In the case of bearer instrument, the negotiation is done by mere delivery of the instrument, but in the case of bearer instrument, endorsement and delivery of the instrument must be effected. Conversely, the assignment is effected by written agreement to be signed by the transferor, both in the case of order and bearer instrument.
• In negotiation, the consideration is presumed, whereas, in the case of assignment, the consideration is proved.
• There is no requirement of transfer notice, in negotiation. On the contrary, notice of assignment is compulsory, so as to bind the debtor.
• In negotiation, the transferee has the right to sue the third party in his/her own name. As against, in the assignment, the assignee does not have any right to sue the third party, in his/her own name.
• In negotiation, there is no requirement of payment of stamp duty. Unlike, in the assignment, stamp duty must be paid.

In negotiation, the transfer of negotiable instrument, entitles the transferor, the right of a holder in due course. On the other extreme, in the assignment the title of the assignee, is a bit defective one, as it is subject to the title of assignor of the right.

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April 24, 2023 at 8:42 am

Your note is so good, and Like it.keep it up!.

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The Difference Between Assignment Transfers & Copyrights

By Chris Blank, J.D.

• How to Purchase a Copyright

If you've created a piece of intellectual property -- a book, piece of music or computer code -- by law, you own the right to determine how the property is used. The law also gives you the right to transfer some or all of your intellectual property rights to a third party. You can register an assignment of intellectual property with the U.S. Copyright Office by a process called recordation.

Copyright Definition

The basis of copyright protection is found in the U.S. Constitution. Copyright is the recognition of legal rights concerning the results of the creative process. Copyright protects original works of intellectual property, whether the work is published or unpublished. You can’t copyright ideas – instead, copyright protects the specific way you choose to express an idea. A copyright owner has the right to sell or lease copies of the work to others and to permit others to display, record or perform the work in public. The copyright owner may also determine whether others may make copies of the work, and whether others may revise all or part of the work. Copyright differs from patents, which generally protect inventions. Copyright also differs from trademarks, which are often names or phrases used to identify goods and services.

Copyright Transfer

Copyright transfer can be nonexclusive. One of the most common examples of nonexclusive transfer of copyright is a licensing agreement. For instance, many computer software purchases are actually a form of transfer of the right to use the software for a specified period of time. The owner of the copyright for the software still owns the copyright. In many cases, a license is non-transferable. That is, the person who buys the license does not have the right to sell, lend or give the licensed property to a third party without obtaining permission from the copyright holder. Read More: Newspapers & Copyright Laws

Copyright Assignment

Unlike a license, assignment of copyright is an exclusive transfer. Assignment of copyright can involve a partial transfer or a transfer of the entire intellectual work. Assignment of copyright can be temporary, after which the copyright returns to the original owner. Assignment of copyright can also be permanent. A total, permanent assignment of copyright allows the party obtaining the copyright to distribute the property in any way she sees fit. One example of a permanent assignment of copyright for an entire piece of intellectual property is a work made for hire. The terms of a work made for hire specify that its copyright belongs to the person or entity that purchases a work made for hire, not the person who created it.

The Recordation Process

The U.S. Copyright Office does not have standard forms the process of recordation. However, the Copyright Office does provide a cover sheet to submit with the work submitted for recordation, the use of which is optional but encouraged. The requirements for a recordation are a complete, legible copy of the property being transferred, an original signature or a properly certified copy of a signature of the person assigning the copyright and the applicable fee. The property to be transferred does not have to be registered with the copyright office and can be published or unpublished.

• Stanford University Libraries: Copyright and Fair Use
• U.S. Copyright Office: Frequently Asked Questions about Copyright
• U.S. Copyright Office: Assignment/Transfer of Copyright Ownership
• U.S. Copyright Office: Recordation of Transfers and Other Documents
• BitLaw: Copyright Licenses and Assignments
• LWN.net: Desktop Summit -- Copyright assignments
• TechDirt: Unsealed Document Reveals 'Sham' Copyright Assignments To Righthaven
• ASME.org: Copyright Agreement
• U.S. Copyright Office: Document Cover Sheet
• U.S. Copyright Office: Current Fees

Chris Blank is an independent writer and research consultant with more than 20 years' experience. Blank specializes in social policy analysis, current events, popular culture and travel. His work has appeared both online and in print publications. He holds a Master of Arts in sociology and a Juris Doctor.

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