intellectual property assignment agreement template

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Intellectual Property Assignment Agreement: A Comprehensive Guide for Your Business

LegalGPS : August 2, 2023 at 8:43 AM

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

What is An Intellectual Property Assignment Agreement?

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

Let's break that down a touch more:

Defining the Purpose

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

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

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

Key Elements to Consider for a Properly Drafted Agreement

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

1. Clarity of Transfer

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

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

2. Definition of Transferred Intellectual Property

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

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

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

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

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

3. Compensation and Payment Terms

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

The total amount payable

The currency

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

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

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

4. Warranties and Representations

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

Are the sole and true owner of the IP

Have the complete right to assign the IP to the Assignee

The IP does not infringe on any third-party rights

A sample clause might look like this:

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

5. Confidentiality Agreements

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

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

6. Governing Law and Dispute Resolution

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

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

Drafting Your IP Assignment Agreement

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

Step 1 - Identify the Parties Involved

Start by clearly naming the parties involved in the agreement.

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

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

Step 2 - Specify the Assigned Intellectual Property

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

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

Step 3 - Describe the Transfer of Rights

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

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

Here's an example:

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

Step 4 - Detail Compensation and Payment Terms

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

This clause might look something like:

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

Step 5 - Include Confidentiality Clauses

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

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

Step 6 - Determine Governing Law and Dispute Resolution Process

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

Here is an example:

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

Tips for Avoiding Common Mistakes and Pitfalls

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

Ensure the agreement is detailed and described correctly

Work with a knowledgeable attorney

Review the final agreement carefully before signing

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

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

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

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

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

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

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

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

Download the Sample intellectual property assignment template

Read next: Sample funding templates for Ontario investors and entrepreneurs

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Intellectual property assignment agreement template

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

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

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

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

What is an intellectual property assignment agreement?

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

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

How does an intellectual property assignment agreement work?

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

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

When do you need an Intellectual Property Assignment Agreement?

Such agreements are essential when:

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

What should an intellectual property assignment agreement template include?

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

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

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

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

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

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

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

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

Governing law. Specify the jurisdiction governing the agreement.

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

Traditional intellectual property assignment agreement management process

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

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

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

Automating Your Intellectual Property Assignment Agreement

With platforms like Juro, you can:

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

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

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

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Intellectual property assignment: What it is and how to make one

Find out more about business management

by   LegalZoom staff

Read more...

Updated on: February 12, 2024 · 9min read

What is an intellectual property assignment?

Ip assignment pros and cons, how to complete an intellectual property assignment, intellectual property assignment faq.

Just as with buying and selling physical property, transferring the ownership of intellectual property is an important part of doing business. Whether you're starting a new business, buying product rights, or purchasing a company, an intellectual property assignment can help you smoothly transfer IP ownership rights.

An intellectual property assignment is the transfer of an owner's rights in copyrights, trademarks, patents,  trade secrets , or other intangible creations. These transfers may take place on their own or as part of a larger transaction.

An intellectual property assignment provides records of ownership and transfer while also  protecting the rights  of all parties involved in buying or selling IP. This essential documentation helps establish a clear record of the title for intellectual property.

By having an intellectual property assignment in place, you can help keep your intellectual property safe from illegal use, distribution, and more.

What should an intellectual property assignment include?

An intellectual property assignment includes important details about the transfer of intellectual property and the parties involved. The contents of an IP assignment can be laid out in 17 different sections.

In the intellectual property assignment, you will find:

• Who is involved in the transfer
• What IP is being transferred
• How much the IP costs
• Why the transfer is valid

When done correctly, an intellectual property assignment provides a written acknowledgment of the rights and responsibilities transferred in the sale.

Intellectual property assignments have many advantages, but before transferring your IP in this way, it's important to consider the limitations of IP assignments as well.

Pro: Guaranteed payment at the price negotiated

If a seller decides to give up the ownership rights of their intellectual property using an IP assignment, they can be sure that they will receive the exact compensation stated in the agreement. An IP assignment agreement will also state a strict payment deadline for the buyer, ensuring that the seller is paid by the agreed-upon date.

Pro: No lingering responsibilities

Once an IP assignment agreement goes into effect after being signed by both parties, the seller may no longer have any responsibilities related to the intellectual property involved in the sale. Because of this, the seller can remove themselves from being responsible for any future obligations related to the intellectual property once the agreement has been signed.

Con: One-time payment

Unlike with an IP licensing agreement, the use of an IP assignment transfers all ownership rights of the sellers' intellectual property for a set price. If a seller uses an IP licensing agreement, they will still retain ownership rights, which allows them to control how their intellectual property is used while still receiving income via fees and/or royalties (think renting vs. selling).

Con: Loss of ownership rights

Using an IP assignment agreement, sellers surrender all ownership rights to the intellectual property and no longer have any say over how the IP is used. This gives the buyer complete control and ownership rights of the intellectual property involved.

IP assignments aren't inherently complicated, but it's important to include the right information. The following is how an IP assignment agreement can be crafted. Learn about each section in more detail.

1. Introduction of parties

This section identifies the document as an intellectual property assignment. It should include:

• Each of the parties involved
• The date the document will be signed

Each party is given a name (usually “Assignor" or something similar) that will be used throughout the entire document. The assignor is the party giving up its ownership interest and the assignee is the party receiving it.

2. Recitals

Recitals offer up key background information about the parties involved. This section is known as the whereas clause because it explains the intent to transfer intellectual property rights.

3. Assignment of intellectual property

This section covers the agreement and acceptance of the intellectual property assignment. It's important to note that the intellectual property is not described in the agreement itself but in the addendum Exhibit A, which is referenced throughout the assignment.

4. Consideration

This section should cover:

• The amount to be paid for the intellectual property
• The time period in which the payment must be made

The payment's due date and price are only enforceable after both parties have signed the agreement.

5. Assignor's representations and warranties

Here is where you will find the assignor's promises about the property that is being sold. There are often at least seven subsections, each addressing a specific promise made by the assignor.

The assignor swears that:

• They are the owner of the IP.
• They have not sold the IP to any third party.
• They have the authority to enter the agreement.
• They have no knowledge that the IP has been plagiarized or taken from any third party without authorization.
• They do not know of any permissions that must be obtained to complete the IP assignment.
• If the IP involved includes a patent , they are unaware of any existing challenges to the validity of the patent. If the IP doesn't include a patent,  patent application , or other patent-related materials, you can delete this provision from the representations and warranties.
• The property was not created while the creator was working on behalf of a third party.

If either party would like to include additional promises and warranties, they may do so here.

6. Assignee's representations and warranties

Here is where you will find the assignee's promises about the transaction.

The assignee swears that:

• They have enough funds to pay for the assignment.

If any additional representations or warranties are required, they may be added here.

7. Documentation

This section states the assignor's promise to help with any paperwork needed to complete the assignment. Typical documentation can include:

• Filing information about the assignment with a registry office
• The transfer of document titles

If applicable, the assignor may also promise to help with transfer paperwork for filings outside of the country. This information is only needed if it is relevant to your agreement.

8. Indemnification

Protecting intellectual property  is crucial to IP ownership. This section includes each party's future obligations if the intellectual property is found to infringe on a third party's rights.

There are two options provided, and you should choose whichever one works best for your situation.

• The assignor takes all responsibility for the infringement, agreeing to pay all related expenses and costs.
• The assignor makes its responsibilities conditional, greatly limiting their obligations if a claim is brought.

The assignor can't make both promises at once, so only one of these promises should be included in the final agreement.

9. Successors and assigns

If applicable, you may list a successor organization. In the event that a successor is involved, this section will state:

• Who will inherit the IP ownership rights
• Who will be responsible for any ongoing obligations

This section will also state any organizations to which rights and obligations have been permissibly assigned.

10. No implied waiver

In the agreement, one party may allow the other to break an existing commitment in the assignment—for example, if the assignor allows the assignee to make a late payment without penalty.

An attempt to waive a previously agreed-upon commitment is only valid if:

• The waiver is in writing
• The waiver has been signed by the waiving party

If one party allows the other to break a commitment, it does not mean that any other existing commitments are also invalidated.

Here you will list the addresses to which all official and legal correspondence should be delivered.

You will also need to list the mailing address for:

• The assignor
• The assignee

For any digital correspondence, the parties involved may include their email addresses.

12. Governing law

This section grants the parties the option to choose the state laws that will interpret the document. Note that the included language will not affect where a potential claim can be brought.

13. Counterparts and electronic signatures

Both parties may agree to sign the agreement  using electronic signatures .

14. Severability

This section allows the agreement to stay valid, even if a part of it is invalidated in the future. For example, if a state law is passed that affects a section of your agreement, only that section will be invalidated.

This will leave the rest of your agreement intact and enforceable.

15. Entire agreement

This section of the document states that the document each party is signing is:

• The official agreement
• Directly related to the issues and IP involved

Even though a party could argue in the future that other enforceable promises may exist, this will provide some protection from those claims.

16. Headings

Here you will find that the headings at the beginning of each section are for organization and should not be interpreted as operational parts of the agreement.

17. Description of intellectual property

Referenced in Section 1, Exhibit A provides a detailed description of all intellectual property involved in the sale. If the description is too vague, the seller may end up giving up more than they intended or vice versa. When completing this section, be sure to be as specific and detailed as possible.

In addition to a detailed description of the intellectual property, note the  goodwill  that is being sold with the property. Goodwill is the intangible value of the property being sold, often including:

• Reputation with customers
• Relationship with the community
• Brand value that's not tied to a trademark

Don't worry about making the descriptions sound lawyerly—simple, succinct, and complete descriptions should suffice. Attach any relevant registrations or samples (for example, “*See attached drawing").

Consider these common questions and answers when completing an intellectual property assignment.

What's the difference between an intellectual property assignment and a license?

The use of a license allows the licensor to maintain ownership of the intellectual property rights. When using an intellectual property assignment, the assignor is giving up all of their ownership rights to the assignee.

It is always a good idea to have someone witness the assignor and assignee signing and dating the document.

What's the difference between an intellectual property assignment and a lease?

When obtaining the use of intellectual property using a lease, the assignee does not receive any ownership rights. Because of this, the assignor retains all ownership and control of the intellectual property and can dictate how it is used. Depending on the specifics of the lease, the assignor may be compensated via royalties and/or fees.

What is a quitclaim assignment?

A  quitclaim assignment  is an agreement that transfers all of the seller's rights to the intellectual property without any guarantees that the seller has the right to do so. If a third party is to claim ownership of the intellectual property down the road, the buyer will be on their own to defend the claim.

Do copyright assignments need to be notarized?

While  copyright assignments  must be done in writing to be valid, notarization isn't required. But it is always a good idea to have someone witness the assignor and assignee signing and dating the document.

Ready to get started? Use this form to  create an intellectual property assignment in minutes . If you aren't looking to give up ownership rights of your intellectual property,  keep it protected .

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Intellectual Property Assignment Agreement

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

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Intellectual Property Agreement Template

Free Intellectual Property Agreement Sample

• • Prior employee inventions
• • Length of agreement
• • Patent and copyright registrations

What is an intellectual property contract?

An intellectual property agreement is a formal contract between employees and employers that outline the terms and conditions for how an organization’s intellectual property is protected when employees create inventions as a function of their job.

DISCLAIMER : We are not lawyers or a law firm and we do not provide legal, business or tax advice. We recommend you consult a lawyer or other appropriate professional before using any templates or agreements from this website.

Download our Intellectual Property (IP) Agreement

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Intellectual Property Agreement (Free Sample)

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Intellectual Property Agreement

This Intellectual Property Assignment Agreement (the “Agreement”) is entered into ________________ (the “Effective Date”) by and between ____________________________ (the “Employee”) located at _____________________________ and _________________________(the “Employer”) located at ____________________________, individually referred to as “Party” and collectively as “the Parties.”

The Parties agree to the following: 

Intellectual Property. Employee agrees to assign to the Employer all present and future rights, title, and interest to all intellectual property (“Intellectual Property”) created or discovered during the course of Employee’s employment with the Employer.  Intellectual Property includes, but is not limited to, algorithms, code, concepts, developments, designs, discoveries, ideas, formulas, improvements, inventions, processes, software, trademarks, and trade secrets. Intellectual Property also includes the tangible embodiments (e.g. – drawings, notes) of any intangible items.

Prior Inventions. Intellectual Property that existed prior to the Employee’s employment, for which the Employee has a right, title, or interest (collectively the “Prior Inventions”) will remain the exclusive property of the Employee.  The Employee agrees that all Prior Inventions are included in this Section 2.  If no Prior Inventions are listed in this Section 2, the Employee represents that no Prior Inventions exist.

Prior Inventions

___________________________________

Patent and Copyright Registrations. The Employee agrees to cooperate with the Employer to do whatever is reasonably necessary to obtain the patents and copyrights required to secure the Employer’s ownership rights in the Intellectual Property.  The Employee will cooperate with the Employer during the course of the Employee’s employment with the Employer as well as after termination of this Agreement.

Term. This Agreement will commence upon the Effective Date as above-stated and will remain in effect until the Employee is no longer employed by the Employer.  

Following termination of this Agreement, the Employer will have exclusive ownership rights to all of the Employee's post-employment Intellectual Property that arises from or directly relates to the Employee's work for the Employer.

Return of Data and Documents. Upon termination of this Agreement, the Employee agrees to immediately return all tangible embodiments of the Intellectual Property, including but not limited to data, drawings, documents, and notes developed during the course of the Employee’s employment.  The Employee will not make copies or attempt to recreate the tangible embodiments.

Assignment. The Parties may not assign their rights and/or obligations under this Agreement.

Choice of Law. This Agreement will be interpreted based on the laws of the State of _____________________, regardless of any conflict of law issues that may arise.  The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of _______________________.

Complete Contract. This Agreement constitutes the Parties entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties. 

Severability.  In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

Successors and Assigns. This Agreement will be binding upon the Employee’s successors, heirs, and assigns for the benefit of the Employer and the Employer’s successors, heirs, and assigns.

Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.

All notices pursuant to this Agreement must be sent by email with return receipt requested or certified or registered mail with return receipt requested.

All Notices shall be sent as follows:

______________________________

[ Remainder of this page intentionally left blank. Signature page follows. ]

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

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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.

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Assignment Of Intellectual Property Agreement

Jump to section, what is an assignment of intellectual property agreement.

An assignment of intellectual property agreement is a contract that transfers the intellectual property rights (For example, patents, trademarks, industrial designs, or copyrights.) from the creator to another entity. The intellectual property rights holder may transfer all or part of their rights. The transfer of intellectual property rights is made upon a payment of a lump sum or royalties.

Employees hired for research and development roles or other technical areas sign intellectual property assignment agreements to assign to the company any ideas, work products, or inventions related to the company business that they may create during their employment.

Common Sections in Assignment Of Intellectual Property Agreements

Below is a list of common sections included in Assignment Of Intellectual Property Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Intellectual Property Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.2 5 gabriel_ex1002.htm ASSIGNMENT OF INTELLECTUAL PROPERTY , Viewed October 21, 2021, View Source on SEC .

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Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.

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I have worked for over 20 years in the areas of family law, business formation, contracts and real estate law. In the area of family law, I represent clients in all areas of family law including child custody, child support, spousal support and marital property division as well as preparing prenuptial and separation agreements. I am experienced in real estate law, including commercial and residential leases, preparing various types of real estate related contracts. I am also experienced in business formation among other business law matters. I currently work in the area of grant management with the Small Business Administration.

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As a Founder I need a contract that protects my IP. I have brought on a contractor to help develop software, but before I go too far down the road with him I want a contract that protects all of my IP

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Intellectual Property Agreement

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Free Intellectual Property Agreement Template

Intellectual property (IP) is a cornerstone of innovation and creativity. It encompasses creations of the mind, from inventions and literary works to symbols, names, and images. Protecting these assets is crucial for businesses and individuals alike. Enter the Intellectual Property Agreement .

Definition and Purpose

An Intellectual Property Agreement is a legally binding contract between two parties, typically an employer and an employee, that outlines the ownership, transfer, and rights associated with intellectual property. This agreement ensures that any intellectual property created or identified during the tenure of employment is rightfully owned by the employer, unless otherwise stated.

Key Components of the Agreement

• Identification of Parties : This foundational section establishes the primary entities involved in the agreement, ensuring clarity from the outset.
• Transfer of Intellectual Property : This is the heart of the agreement, detailing the transfer of rights and interests in intellectual property created during the employment or collaboration period.
• Recognition of Pre-existing Property : Protecting the rights of creators, this clause ensures that intellectual property created before the agreement remains with its original owner.
• Term of Agreement : It’s crucial to know the duration for which the agreement is valid, including any post-termination rights, ensuring both parties are aware of their time-bound commitments.
• Jurisdiction and Law : Legal disputes can arise, and this section ensures that both parties are clear on which legal framework will be used to resolve them.
• Affirmation through Signature : Without this, the agreement isn’t validated. Both parties’ signatures cement their commitment to the terms laid out in the document.

Why Use an Intellectual Property Agreement Template?

In today’s digital age, where ideas can be as valuable as tangible assets, it’s imperative to safeguard your intellectual property. Using an Intellectual Property Agreement template ensures that all essential clauses are covered, reducing the risk of disputes and misunderstandings in the future.

Benefits of Using an Intellectual Property Agreement Template

Protection of assets.

At the heart of every Intellectual Property Agreement is the intent to protect valuable assets. Whether it’s a groundbreaking software, a novel design, or a unique brand logo, these creations are the result of hard work and ingenuity. By using a template, you ensure that these assets are shielded from unauthorized use or claims.

Clarity in Ownership

Disputes over intellectual property can be costly and time-consuming. An Intellectual Property Agreement template provides a clear framework that delineates who owns what, reducing the potential for misunderstandings or conflicts in the future.

Flexibility and Customization

While a template provides a solid foundation, it also offers flexibility. Depending on the specific needs of the parties involved, certain sections can be modified or expanded upon to cater to unique situations or requirements.

Cost-Effective

Hiring legal professionals to draft an agreement from scratch can be expensive. Using a template as a starting point can significantly reduce these costs. However, it’s still advisable to have the final agreement reviewed by a legal expert to ensure its validity and comprehensiveness.

Time-Saving

In the fast-paced world of business, time is of the essence. Instead of starting from square one, an Intellectual Property Agreement template provides a ready-to-use format that only requires filling in specific details. This speeds up the process, allowing parties to quickly move forward with their ventures.

Ensures Compliance

A well-drafted template is designed to be in line with prevailing laws and regulations. This ensures that the agreement is not only legally sound but also compliant with current standards and practices.

How to Write an Intellectual Property Agreement: A Step-by-Step Walkthrough

Creating an Intellectual Property Agreement doesn’t have to be a daunting task. With the right guidance and a comprehensive template, you can draft an agreement that safeguards your intellectual assets. Here’s a step-by-step guide to help you navigate through the Intellectual Property Agreement template provided.

1. Identification of Parties

Start by clearly identifying the parties involved in the agreement. This includes the “Employee” and the “Employer,” along with their respective addresses. This section sets the stage for the entire agreement.

2. Transfer of Intellectual Property

Here, you’ll define the transfer of all existing and future rights, titles, and interests in any intellectual property created during employment. Be specific about what types of intellectual property are included, such as trademarks, patents, copyrights, etc.

3. Recognition of Pre-existing Property

This section is crucial for protecting the employee’s intellectual property that predates the employment. List the prior creations explicitly to avoid any future disputes.

4. Support in Securing Rights

Outline the employee’s responsibility to assist the employer in obtaining patents, copyrights, and other protections. This ensures that the intellectual property is legally safeguarded.

5. Term of Agreement

Specify the start and end dates of the agreement. Make clear any rights the employer retains after the agreement’s termination.

6. Handover of Materials

Detail the process for returning all tangible representations of the intellectual property upon termination. This includes drawings, documents, data, etc.

7. Non-transferability

Emphasize that neither party can transfer or delegate their responsibilities under this agreement to an external entity. This maintains the integrity of the agreement.

8. Jurisdiction and Law

State the legal framework under which the agreement operates. This typically refers to the laws of a specific state or country.

9. Clause Integrity

Include a provision that if any part of the agreement is declared void, the rest of the agreement remains intact. This ensures the agreement’s resilience.

10. Comprehensive Understanding

Affirm that this document embodies the entire consensus between the parties, superseding all previous negotiations or agreements.

11. Binding Nature

Clarify that the agreement imposes obligations on the successors and heirs of both parties, ensuring its continuity.

12. Amendatory Procedure

Describe the process for making changes to the agreement, emphasizing that alterations must be in writing and endorsed by both parties.

13. Affirmation through Signature

Conclude with a space for both parties to sign and date the agreement, validating their acceptance of the terms.

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Intellectual Property Agreement Template

Below you can see a sample of the Intellectual Property Agreement template:

Intellectual Property Agreement FAQs

What is the primary purpose of an intellectual property agreement.

The main objective of an Intellectual Property Agreement is to clearly define the ownership, transfer, and rights associated with intellectual property created or identified during an employment tenure or collaboration. It ensures that intellectual assets are protected and reduces the potential for disputes.

Who should use an Intellectual Property Agreement?

Any individual or organization that creates, uses, or has rights to intellectual property should consider using this agreement. This includes employers and employees, inventors, writers, designers, and any other creators or collaborators.

Can I modify the Intellectual Property Agreement template to suit my needs?

Absolutely! The template provided by easylegaldocs.com is designed to be flexible. You can customize it to cater to your specific requirements.

How is pre-existing intellectual property handled in the agreement?

The agreement contains a section titled "Recognition of Pre-existing Property" where intellectual property that predates the employment or collaboration is listed. This ensures that such property remains the exclusive right of its original owner.

What happens if a clause in the agreement is declared void or illegal?

The "Clause Integrity" section ensures that if any provision of the agreement is declared void by a competent authority, the rest of the agreement remains intact and valid.

How long is the Intellectual Property Agreement valid for?

The "Term of Agreement" section specifies the start and end dates of the agreement. However, certain rights, especially those related to intellectual property ownership, may continue beyond the termination date.

What should I do if I want to make changes to the agreement after both parties have signed it?

The "Amendatory Procedure" section outlines the process for making changes. Typically, any alterations require written documentation and mutual endorsement by both parties.

What if I have intellectual property from before my employment that isn't listed in the agreement?

It's crucial to list all pre-existing intellectual property in the "Recognition of Pre-existing Property" section when drafting the agreement. If something is omitted, it's advisable to amend the agreement to include it, ensuring its protection.

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Intellectual Property Assignment Agreement

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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

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