assignment intellectual property rights agreement

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..

Complete your document with ease

What's an intellectual property assignment agreement?

Related templates

Assignment of Agreement

Transfer work responsibilities efficiently with an assignment of agreement. Facilitate a smooth transition from one party to another.

Copyright Assignment

Protect your intellectual property with a copyright assignment form. Securely transfer your copyright to another party, clearly defining ownership terms while preserving your rights effectively.

Patent Application Assignment

Transfer the ownership rights or interests in a patent application. A patent application agreement defines the terms of transfer, promotes collaboration, and mitigates risks.

Patent Assignment

Simplify the process of transferring patent rights for both buyers and sellers with a patent assignment agreement. Document the ownership transfer clearly and efficiently.

Trademark Assignment

Simplify the buying and selling of trademarks with a trademark assignment agreement. Transfer intellectual property rights and ensure a fair and smooth transaction.

Trademark License Agreement

Ensure fair use of intellectual property with a trademark license agreement. Outline the terms of usage and compensation.

• Legal GPS for Business
• All Contracts
• Member-Managed Operating Agreement
• Manager-Managed Operating Agreement
• S Corp LLC Operating Agreement
• Multi-Member LLC Operating Agreement
• Multi-Member LLC Operating Agreement (S Corp)

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.

What’s a Rich Text element?

The rich text element allows you to create and format headings, paragraphs, blockquotes, images, and video all in one place instead of having to add and format them individually. Just double-click and easily create content.

Static and dynamic content editing

A rich text element can be used with static or dynamic content. For static content, just drop it into any page and begin editing. For dynamic content, add a rich text field to any collection and then connect a rich text element to that field in the settings panel. Voila!

How to customize formatting for each rich text

Headings, paragraphs, blockquotes, figures, images, and figure captions can all be styled after a class is added to the rich text element using the "When inside of" nested selector system.

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.

Ready to agree contracts faster?

Juro is the #1-rated contract platform globally for speed of implementation.

Ready to automate routine contracts?

Juro users typically win back 70% of time spent on contract admin.

Your privacy at a glance

Hello. We are Juro Online Limited (known by humans as Juro). Here's a summary of how we protect your data and respect your privacy.

Types of data we collect

• Contact details
• Financial information
• Data from your contracts
• Data that identifies you
• Data on how you use Juro

How we use your data

• To keep Juro running
• To Help us improve Juro
• To give personalized customer support
• To send you marketing messages (but only if you tell us to)

       Third parties who process your data

• Infrastructure: Algolia, AWS, MonggoDB
• Analytics: Google Analytics. Heap, Mixpanel, Metabase, Hotjar
• Integrations: (by your request) Salesforce, Slack, Google
• Comms: Hubspot, Intercom, Sendgrid, Sumo
• Payments: Stripe

We use cookies

• We use only necessary cookies to run and improve the service
• Our third-party service providers use cookies too (which they control)
• You can turn off cookies but this will mean that we can't recognize you in in-app messaging and we can't resolve issues as easily.

When and how we collect data

Know your rights

• Access information we hold on you
• Opt-out of marketing comms
• Port your data to another service
• Be forgotten by Juro
• Complain about us

Get the template

Join our next 30-min live demo of Juro

Modern businesses use Juro to automate contracts from drafting to signature and beyond, in one intuitive platform that every team can use. Want to see how?

Content Hub

Data Protection Templates

Intellectual Property Assignment Agreement (Assignee Friendly)

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 - the PocketLaw agreement provides for a payment of £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.

Access all the templates you need with PocketLaw. Save time and reduce risk by leveraging our extensive library of 130+ templates , which are developed by qualified lawyers.

Ready to get started? Create all your Intellectual Property Assignment Agreement in minutes. PocketLaw offers a platform with legal documents, guidance and a clever contract management system, as well as access to partner law firms where bespoke advice is needed. All legal you need to grow your business and drive it forward.

Book a personalized demo

Enterprise ready..

ISO 27001 certified and GDPR compliant. Data encrypted at rest with AES 256 and in transit with TLS 1.2+.

For information on how to unsubscribe, as well as our privacy practices and commitment to protecting your privacy, check out our Privacy Policy .

Related articles

Privacy policy template.

Sep 15, 2022

Data Processing Agreement

Oct 24, 2022

Privacy Notice for Employees, Workers and Consultants

Oct 26, 2022

• Marketplace
• Case Studies
• Join Provider Network

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.

Get started by telling us a little bit about your legal needs and a member of our team will begin working on your matchmaking process.

• Skip to content.
• Jump to Page Footer.

Webinar: Foreign Investment in 2024

Discover the secrets to prospecting and selecting relevant investors, and unlock the potential of international funding opportunities. Our expert speakers provide invaluable insights on engaging with investors, creating an international investment strategy, and navigating term sheet negotiations.

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

This sample legal document has been made available by MaRS Discovery District for informational purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample legal document nor the transmission of any information contained in this website is intended to create, and receipt hereof or thereof does not constitute formation of, a lawyer-client relationship. Internet subscribers and online readers should not rely upon this sample legal document or the information contained in this website for any purpose without seeking legal advice from a qualified lawyer practicing in the reader’s province.

The information contained in this website is provided only as general information and may or may not reflect the most current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or complete. MaRS Discovery District expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this website.

Check out Ontario’s IP Ecosystem Map ! Our partners at IPON designed this tool to help guide Ontario innovators & researchers on their IP journey. It’s an interactive PDF with info on IP service providers across Ontario.

Clickwrap software licence agreement: Sample template

Sample nda: non-disclosure or confidentiality agreement for asset purchase transaction, confidentiality agreement, or nda: share purchase transaction sample templates, sign up for our monthly startup resources newsletter about building high-growth companies..

• Enter your email *

You may unsubscribe at any time. To find out more, please visit our Privacy Policy .

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.

Need to connect with a patents lawyer near you?

Most attorneys on UpCounsel offer free consultations.

Any [ GREEN ] highlighted language is intended to be filled in by the user. Any [ YELLOW ] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Use for more details.

This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Atlanta Employment Lawyers
• Austin Employment Lawyers
• Boston Employment Lawyers
• Chicago Employment Lawyers
• Dallas Employment Lawyers
• Houston Employment Lawyers
• Los Angeles Employment Lawyers
• New York Employment Lawyers
• Philadelphia Employment Lawyers
• San Francisco Employment Lawyers
• Seattle Employment Lawyers
• Jacksonville Employment Lawyers
• Las Vegas Employment Lawyers
• Phoenix Employment Lawyers
• Portland Employment Lawyers
• San Diego Employment Lawyers
• San Jose Employment Lawyers
• View All Employment Lawyers

Download Document

Located in the U.S.?

Not located in the u.s., optional, will help us get you started faster.

LEGAL NOTICE: We strongly suggest you have this document customized to your unique situation, because you might require additional clause(s) to better protect your business from potential legal issues.

LEGAL NOTICE: We strongly suggest you customize this document to suit you or your client's unique situation. You may require additional clause(s) to better protect you or your client’s business from potential legal issues.

Want to grow your practice?

Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients.

If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: [email protected] to your email address book. This will help ensure future email delivery.

Share this document

Send to your friends, partners or attorney..

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.

• Learn more about Technology Transfer .

• Tour Solutions Resources Pricing
• Contact Sales
• START FREE TRIAL
• All Industries >

Intellectual Property Assignment Agreement

Use our intellectual property assignment agreement.

An IP property assignment may apply to an employee involved in inventions, original works of authorship, developments, improvements, and trade secrets. By signing this document, he agrees to transfer ownership rights of said IP to his employer.

This agreement is often used in business partnerships, where one party may have contributed some form of intellectual property to the partnership and wishes to transfer ownership rights to the partner entity.

It can also apply when a company or individual sells a product or service that includes some form of intellectual property.

Using this template, all parties can confidently establish and document the transfer of IP ownership rights. All it takes is filling out the template, having all parties sign, and keeping a copy on file for future reference. Secure your intellectual property rights with our easy-to-use intellectual property assignment agreement template today.

Ready to Transfer Intellectual Property Ownership to Your Employer?

This document spells out the specifics of the assignment, including the surrendering the IP, the consideration (usually money), and any other terms and conditions.

This IP assignment agreement is simple to customize and use. Just fill in the blanks and have all parties agree to ensure that conditions are clear and the intellectual property rights are fully identified.

This document is for informational purposes only and is not a substitute for seeking legal advice. It is recommended for you to engage qualified IP counsel before signing this template or entering into any legal agreements.

Contents of a Relevant Intellectual Property Assignment Agreement

The specific terms and conditions of the IP assignment agreement may vary, but some common elements include:

• Identification of the parties involved in the agreement
• Description and identification of the relevant intellectual property created or transferred
• A statement confirming that all ownership rights are being transferred to the receiving party
• Any additional terms or conditions, such as a non-disclosure agreement or confidentiality clause
• Signatures from both parties to legally bind them to the agreement

Get this template and customize to fit your specific needs and secure your intellectual property rights today.

Inventions retained and licensed

Assignment of inventions, maintenance of inventions records, patents and copyrights, faq about assigning intellectual property rights, what does invention assignment agreement mean, how to transfer intellectual property rights ownership, why is an ip assignment important.

" Undoubtedly one of the best eSignature application available in the market right now. Would love to recommend Fill. "

Liam Washington Capterra

Ready to get started with this template?

This feature is currently only available from a desktop computer.

Intellectual Property Rights Assignment Agreement

This is A Single-Use Contract Unless Purchased with a Subscription

The Intellectual Property Rights Assignment Agreement is a legally binding agreement to transfer intellectual property rights from one party to another. This Agreement is a fast and simple way to transfer rights in Intellectual Property. Use this agreement to transfer rights between unaffiliated or affiliated parties. This Agreement is used to transfer rights between parties or when a creator transfers personal rights to an entity.

This contract is a legal document that details the terms and conditions between the Intellectual Property Owner and the Assignee of the Intellectual Property Rights.

It covers the essential elements of the transfer of rights such as:

• Current Ownership Rights
• Assignment Rights and Limitations
• Compensation

Creating a contract ensures that the parties making the agreement will have all the proper terms and conditions laid out in advance of the engagement.

Other names for this Document:

IP Rights Agreement , IP Assignment Short Form ,  IP Rights Transfer Agreement , Agreement for Transfer of Intellectual Property Rights .

Approximate time to complete contract:  9-10 Minutes

Single-Use Contract Unless Purchased with a Subscription

Estimated completion time: 7 - 10 Minutes

“An Entertainment Lawyer in a Box”

our best deal save 70%

(billed annually)

(billed monthly)

1. Find Your Contract

Choose from 200+ ready-made Templates all drafted by entertainment and media lawyers

2. Edit & Customize

Answer some questions and fully customize your contracts to fit your needs

3. Send, Download & Store

Other categories & contracts.

Podcast Host Agreement Podcast Collaboration Agreement Guest Release Form Sponsorship Agreement Clip License Agreement Podcast Editor Agreement Contributor Agreement Audio Engineer Contract Voice Over Agreement Composer Agreement Videographer Agreement Podcast Marketing Agreement Podcast Three Party Collaborator Agreement Podcast Co-Host Agreement Podcast Narration Agreement Podcast Production Services Agreement

Independent Music Package Featured Artist Recording Contract Music Album Cover Art Agreement Master Recording Sample License Artist Management Contract Artist Master Producer Agreement (No Record Deal) Music Master Use License Sample Music License Agreement Non-Exclusive Beat License Agreement Beats Purchase Agreement Single Song Collaboration Contract Artist Master Producer (w/Record Deal) Mechanical Rights License Music Synchronization License Side Artist Recording Agreement Music Recording Royalties Letter of Direction Social Media Account Management Agreement

Television Producer Agreement (Non-Writing) Television Prop Designer Agreement Television Option Purchase Agreement Television General Crew Agreement Television Costume Designer Agreement Television Writing Producer Agreement Television Life Rights Option Agreement Television Editor Agreement Television Director Agreement Television Minor Actor Agreement Television Actor Agreement See More

Blogger Advertising Agreement Website Banner /Advertising Agreement Affiliate Marketer Agreement Sponsored Post Contract Guest Blogger Contract

Live Theater Package Live Theater Actor Agreement Production Manager Live Theater Director Music Director Stage Manager Production Designer Assistant Stage Manager Score Arranger Stage Play Technician

Change Order Request Site Maintenance Agreement SEO Management Service Contract

Talent Release Form Mutual Non-Disclosure Agreement Testimonial Release Agreement Intellectual Property Rights Assignment Student-Athlete NIL Brand Ambassador NIL Management Agreement for Student Athletes Media Quitclaim Agreement Waiver of Liability Regarding COVID-19

What is it?

The Intellectual Property Rights Assignment covers the essential contract terms between the Intellectual Property Owner and the Assignee:   This standard Intellectual Property Rights Assignment covers:  

• The Start Date of the Agreement
• Details of the Property Rights Transferred
• Use Rights and Limitations
• The Rights and Responsibilities of the Parties

How does it work?

Use this document to explain the relationship between the Intellectual Property Owner and the Assignee.   Some things needed to build your custom the Intellectual Property Rights Assignment:  

• Names of the Parties
• Addresses of the Parties
• Emails of the Parties
• State for Venue and Choice Provisions

  Once you have completed the Agreement, you will be able to send it for review, send it for electronic signature, download it as a PDF or save it for future use.   Get Unlimited Use of this Contract and All Creators Legal Contracts with a Subscription here

Creators Love Us!

Intuitive, very easy to use., logan heilman, expanse talent.

Driss Affany

• Verified Testimonial

I found Creators Legal very helpful and easy to use, that’s why I subscribed for the year. I picked a contract, used the form builder then switched to the Full Editor feature to modify/add certain things that pertain to us.

Invictus Barber Shop

I loved the fact that I could find legal agreements for all marketing areas: podcast, social media, photography and more in one place! The annual subscription is worthy because I have access to all templates. The interface is also user friendly and very easy to use!

Saul Corona

Easy to use templates, and I like that I can quickly jump on here and send out contracts as I need them. I’ve used single contracts but it’s worth getting the subscription if you’re signing contracts regularly. Better than copy/pasting contracts as I was doing before.

Bill Corcoran Jr

I discovered Creators’ Legal and I just got to say they are just phenomenal, the platform is great, its really helped my podcast in terms of contracts, monetization and other content creators. Overall super friendly.

Corny Dads Podcast

This Product is Awesome! It allow me to opportunity to protect our brand with the proper legal language.

Dane Rivmor

It’s definitely been the most help I have ever had for legal stuff and at a super affordable price. Reviewing their contracts made me realize many things that I was not taking into account and that, in the long run, would hurt me in my business.

Valerie Trevino

An amazing platform to create all your contracts without hiring an attorney.

Ron Welty fr. Drummer of The Offspring

Creators Legal makes collaborating easy, don’t have to worry that things aren’t taken care of.

Arianna Jacchia Co-founder & ceo, Petswapp

Creators Legal makes me feel protected and allows me to grow my content without expensive lawyers.

Frequently Asked Questions

Creators Legal is the first and only legal platform for content creators. We provide creators with simple, straightforward, and trustworthy  contracts  in a fully easy-to-use platform. With a powerful form builder, a secure e-signature system, and your own personalized dashboard to store and organize all your contracts, you can get yourself protected in minutes without the need for expensive lawyers! With our e-Signature system, you can get them signed in minutes. The Project Briefcase is to help track all your  contracts  and keep them organized. We are here to help  creators of all kinds  to build their businesses.

We have single-use contracts, bundled packages and a full subscription.  Our single-use contracts start at $19 and bundled packages start at $29.  Our subscriptions are $40 for a month-to-month subscription or you can get an annual subscription for $9/month if you pay annually in advance.  

Yes, you can trust these agreements.  Many of these agreements have been used in the past by attorneys in the entertainment business.  We have then had them researched and drafted for use for general circumstances in a specific area of the arts and entertainment business. 

No, we do not provide legal advice.  We are not a lawyer nor a law firm and cannot give legal advice. If you feel your matter requires more attention, you may want to consider seeking the advice of an attorney.

Of course, please do!  We want feedback, how are we doing?  How can we do better?  We want to be the #1 resource for the Creator Community, suggestions, additions are welcomed at Creators’ Legal.  Let’s build this community together!  Drop us a line here.

Subscribe to Our Newsletter

Join our community and subscribe to the newsletter for updates, useful info and special offers.

• [email protected]

GO TO BRIEFCASE

© 2021-24 CreatorsLegal.com, Inc. Creators Legal is not a law firm and cannot provide legal advice. We are a self-help online and software service and do not provide or participate in any legal representation. We are not a substitute for a lawyer, law firm or professional legal advice. We are not a ‘lawyer referral service’. Use of CreatorsLegal.com is subject to our  Terms and Conditions  and  Privacy Policy .

Do you want to leave?

You are about to leave the current page. Please note that your changes will not be saved if you are not logged in. If you would like to access the draft of your contract please login in or register before leaving this page.

We use cookies to personalize content and ads, to provide social media features and to analyze our traffic

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

Intellectual Property Assignment Agreement

Rating: 4 - 1 vote

An Intellectual Property Assignment Agreement is a document that ensures the transfer of intellectual property rights in a work of intellectual property (such as an invention, design, pattern, trademark, trade name, logo, trade secret, or any other original creation) from the originator or owner of the work to another party. The party who owns the intellectual property and is assigning their rights in the property is the Assignor , while the party receiving the intellectual property rights is the Assignee .

Intellectual property is a creative invention protected by law. It is an intangible property that gives the originator the sole and exclusive rights to the property except it is licensed or assigned. In other words, intellectual property, just like any other property, can be licensed, sold, or assigned to another party for valuable consideration .

The owner of a work of intellectual property has the exclusive rights to license or sell their intellectual property rights except in the context of employment, where an employee or independent contractor creates the intellectual property in the process of performing their duties for their employer/client. In this case, the employer/client can legally secure all the intellectual property created.

This document can be used for the transfer of intellectual property rights in the following ways:

• An employee or independent contractor/service provider can assign their intellectual property rights in any work created for their employer during their employment;
• Founders of a business entity can transfer intellectual property rights in any original work or invention formulated for the business entity;
• A third party can transfer intellectual property rights in any work created or invented to another party in exchange for compensation (such as money or property). For example, a movie streaming platform and production company like Netflix can acquire all the copyrights in a movie in exchange for money. This means that the company has the rights to display and reproduce the work and also retains proceeds obtained from the display of the film.

How to use this document

After completing this document, the parties (the assignor and assignee) should review the form to ensure the accuracy of its contents.

After this, the parties should sign at least two copies of the document. If either of the parties is a Nigerian company, either two directors or one director and one secretary should sign the document. The common seal of the company may also be affixed to the document. If either of the parties is any other organization other than a company, an officer of that organization should sign the document and have a witness attest to the signature.

Each party should keep a signed copy of this document for their record.

Applicable laws

The Trade Marks Act Cap T13, LFN 2004 and the Trade Marks Regulations,1990 are applicable to trademarks in Nigeria. The Nigerian Copyrights Act , Cap 28 LFN, 2004 are applicable to copyrights in Nigeria. Patents and Designs Act , Cap P2 LFN, 2004 is applicable to registered patents in Nigeria.

The rules of contract also apply to this document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

IP Assignment Agreement, Copyright Assignment Agreement, Trade secret Assignment Agreement, Design Assignment Agreement, Agreement for Release of Intellectual Property

Country: Nigeria

Intellectual Property and New Technologies - Other downloadable templates of legal documents

• Intellectual Property Cease and Desist Letter
• Terms and Conditions of a Website or Mobile Application
• Cookie Policy for Website or Application
• Privacy Policy of Website or Application
• Intellectual Property Licence Agreement
• Letter to Correct Personal Information
• Letter of Request to Use Intellectual Property
• Influencer Agreement
• Content Removal Request Letter
• Letter to Request Deletion of Personal Data
• Model Release Form
• Image Removal Request Letter
• Terms and Conditions Change Notice
• Other downloadable templates of legal documents

Intellectual Property Rights Agreement

Jump to Section

The Intellectual Property Rights Agreement (IPRA) protects the intellectual property of developers, such as trademarks , copyrights , patents, and trade secrets. These contracts are used to guarantee that the creator of the intellectual property is paid for their work and that others do not violate their rights to the intellectual property.

What is an Intellectual Property Rights Agreement?

Intellectual Property Rights Agreement is a lawful legal contract that specifies the terms and conditions of utilizing intellectual property assets between two or more people or organizations. It is a means for companies to safeguard their IP ownership and to guarantee that their proprietary data is not stolen, misused, or violated. These contracts specify the ownership of intellectual property assets and explain how they can be licensed, used, sold, or shared.

In addition, business owners and entrepreneurs should be aware of the significance of an Intellectual Property Rights Agreement and the different types of intellectual property ownership that can be guarded. Likewise, when negotiating an IPRA, it is necessary to examine the different types of intellectual property rights, comprehend the lawful implications of the agreement, make sure that the agreement's provisions are equitable to both parties, and guarantee that the terms of the contract are unambiguous.

It is also necessary to take the required measures to properly negotiate Intellectual Property Rights Agreements to safeguard the creator's rights and intellectual property. By doing so, company owners and entrepreneurs will guarantee their hard work is adequately compensated, and their intellectual property is safeguarded from violation.

Importance of Intellectual Property Rights Agreement

Intellectual Property Rights agreements define the right of intellectual property assets, which can be particularly significant in cases where numerous parties have contributed to the intellectual property design.

IPR contracts help companies safeguard their intellectual property assets by specifying their rights and the terms and conditions of their use. It can limit infringement, theft, and misuse of proprietary data, which can be expensive and detrimental to a business.

Licensing agreements allow companies to generate earnings from their intellectual property assets by permitting others to use them for royalty payments.

Intellectual Property Rights agreements allow companies to cooperate with other parties on specific assignments or business ventures, which can lead to the design of innovative products and services.

Assignment contracts in IPRA allow companies to sell or transfer their intellectual property assets to other people, which can be a useful source of revenue for a business.

Essential Elements of an Intellectual Property Rights Agreement

The introduction of an intellectual property rights agreement offers a brief overview of the contract, the parties concerned, and the scope of the arrangement. It also specified the agreement's objective and set the lawful ground for guarding and using intellectual property.

This section of the IPR agreement determines the intellectual property subject to the contract and each party's ownership rights. It defines the rights and obligations of the parties regarding the use, ownership, and exploitation of intellectual property.

The definitions section of an intellectual property rights agreement is vital to determining the connotation of the key terms and phrases used throughout the agreement. This section is important to avoid confusion and misinterpretation of the contract's terms.

The confidentiality section of the IPR agreement protects confidential data transmitted between the parties. It defines the parties' responsibilities to keep the confidentiality of the details and the outcomes of any violation of confidentiality.

The representations and warranties section of the intellectual property rights agreement sets out the parties' views about the accuracy and completeness of the data provided. This section also defines the consequences of any breach of warranty or representation.

The termination section of the IPR agreement summarizes the circumstances under which the contract may be discontinued, including infringement of the agreement, insolvency, or bankruptcy of one of the parties. It also defines the consequences of termination, including the return of intellectual property.

Common Types of Intellectual Property Rights Agreement

A licensing agreement is an arrangement that authorizes a party to utilize a trademark, patent, or copyright held by another party in exchange for royalties or a charge. These contracts define the terms and conditions of intellectual property usage and the license period.

A Non-Disclosure agreement is a contract that restricts the disclosure of confidential data transmitted between parties. This agreement is typically used when two parties negotiate a trade deal or when a business shares sensitive data with a third-party contractor or vendor.

A joint venture agreement involves two or more parties cooperating on a specific assignment or enterprise venture. These contracts define the terms of the collaboration, including the ownership of intellectual property assets and the allocation of profits.

An assignment contract is a contract that shares the ownership of intellectual property assets from one person to another. This type of agreement is generally used when a business sells its assets or merges with another business.

• Patent: A legal paper presented by a government that provides the owner sole rights to an invention for a specific period.
• Copyright: A lawful right given to developers of original works, such as music, books, and artwork, which gives them complete control over the use and allocation of their creations.
• Trademark: A word, symbol, or phrase that determines and differentiates a product or service from others.
• Trade Secret: Confidential data or details that give a company a competitive edge, which is not generally known to the public.
• Infringement: The unauthorized usage or infringement of someone else's intellectual property rights, such as duplicating or circulating their work without consent.
• License: A legal contract that allows someone else to use a patented invention, copyrighted work, or trademark in exchange for payment or other payment.

An IPR agreement is an essential legal document defining the terms and conditions of intellectual property protection, use, and exploitation. The agreement comprises several essential elements, including license of intellectual property, ownership of intellectual property, confidentiality, representations, indemnification, warranties, termination, governing regulation and jurisdiction, and various provisions. In addition, a well-drafted IPR agreement can safeguard intellectual property developers' rights and guarantee that their work is not exploited without their consent.

If you are looking to get free pricing proposals from vetted lawyers that are 60% less than typical law firms, you can click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

Need help with an Intellectual Property Rights Agreement?

Meet some of our intellectual property rights agreement lawyers.

Jeremiah C.

Creative, results driven business & technology executive with 24 years of experience (15+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.

Diana is a registered patent attorney and licensed to practice law in Florida and in federal courts in Florida and in Texas. For nearly a decade, Diana has been known as the go-to brand builder, business protector, and rights negotiator. Diana works with individual inventors, startups, and small to medium-sized closely held business entities to build, protect, and leverage a robust intellectual property portfolio comprising patents, trademarks, copyrights, trade dress, and trade secrets.

Attorney with a wide-range of experience

Christina M.

I am a regulatory transactional attorney with 16 years of in-house experience, largely in the gaming/gambling industry. I have negotiated various types and sizes of contracts from janitorial services for a small commercial building to multi-million dollar technology transactions. I also have a strong regulatory background that strengthens my ability to navigate contracts that are subject to stringent regulations.

Bobby E. Hill, Jr. is a native of Tuscaloosa, Alabama and holds undergraduate degrees in music and business administration from Xavier University of Louisiana. He received his Juris Doctor from the University of Miami School of Law where he was a staff and articles editor for the school’s Race & Social Justice Law Review and a student attorney in the institution’s Immigration Clinic. In addition to freelancing, Bobby is currently a litigation associate at Johnson & Freeman, LLC, a boutique litigation firm in Atlanta, Georgia, where he practices in the firm's Condemnation, Probate, Real Estate Litigation, Real Estate Transactions, E-Discovery and Business and General Civil Litigation Practice areas. In this role, Bobby has acquired appreciable experience in drafting memoranda of law for partners and senior counsel, and all litigation related pleadings including pleadings related to dispositive motions, discovery, appeals, and other post-judgment relief.

I am a Spanish-fluent corporate and commercial real estate attorney and broker licensed in New York and New Jersey. My pragmatic approach towards conflict resolution allows me to provide valuable advice to clients on avoiding issues of liability through effective risk management and strategic allocation of resources. I counsel businesses, developers, owners and investors on residential/commercial real estate and corporate transactions involving the acquisition, finance, development, leasing and disposition of all asset classes. In addition, I advise on joint venture partnerships and the negotiation, structure and drafting of operating agreements. Throughout my successful practice, I have held in-house counsel positions at large corporations, including JPMorgan Chase and Duane Reade, and had the privilege of working for the Department of Justice where I honed expertise in all aspects of mortgage-backed securities.

Christine T.

Christine E. Taylor focuses her practice in the areas of Hospitality Law, Business Law, Labor and Employment Law, Real Estate Law, Administrative Law, Estate Law and Litigation. Ms. Taylor grew up within the campground industry, working at parks in both the Yogi Bear’s Jellystone Park Franchise and the Kampgrounds of America Franchise. Armed with two decades of experience, Ms. Taylor is quick to point out the legal issues that apply to outdoor hospitality business owners. She has provided a wide variety of services to campgrounds, RV Parks, and glamping venues, including seasonal licenses, waivers, employment contracts, real estate services and even litigation services as needed.

Find the best lawyer for your project

Who controls ip in a joint venture.

I am currently considering entering into a joint venture with another company to pursue a business opportunity that may involve the creation of intellectual property (IP). I am unsure of who would have ownership and control over any IP that is created as a result of the joint venture, as it involves the contribution of resources and expertise from both companies. Therefore, I would like to seek the advice of a lawyer to better understand the legal implications and potential risks associated with the ownership and control of IP in a joint venture.

That's something that would be negotiated between the parties involved in the joint venture.

Intellectual Property lawyers by top cities

• Austin Intellectual Property Lawyers
• Boston Intellectual Property Lawyers
• Chicago Intellectual Property Lawyers
• Dallas Intellectual Property Lawyers
• Denver Intellectual Property Lawyers
• Houston Intellectual Property Lawyers
• Los Angeles Intellectual Property Lawyers
• New York Intellectual Property Lawyers
• Phoenix Intellectual Property Lawyers
• San Diego Intellectual Property Lawyers
• Tampa Intellectual Property Lawyers

Intellectual Property Rights Agreement lawyers by city

• Austin Intellectual Property Rights Agreement Lawyers
• Boston Intellectual Property Rights Agreement Lawyers
• Chicago Intellectual Property Rights Agreement Lawyers
• Dallas Intellectual Property Rights Agreement Lawyers
• Denver Intellectual Property Rights Agreement Lawyers
• Houston Intellectual Property Rights Agreement Lawyers
• Los Angeles Intellectual Property Rights Agreement Lawyers
• New York Intellectual Property Rights Agreement Lawyers
• Phoenix Intellectual Property Rights Agreement Lawyers
• San Diego Intellectual Property Rights Agreement Lawyers
• Tampa Intellectual Property Rights Agreement Lawyers

ContractsCounsel User

Licensing Agreement for Content

Location: california, turnaround: a week, service: drafting, doc type: ip assignment agreement, number of bids: 6, bid range: $750 - $1,900, podcast contract, turnaround: less than a week, service: contract review, page count: 8, number of bids: 9, bid range: $300 - $662.50, related contracts.

• 93a Demand Letter
• Accounting Services Agreement
• Accounts Receivable Purchase Agreement
• Ad Agency Contract
• Adhesion Contract
• Advertising Services Agreement
• Agency Agreement
• Agency Contract

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city