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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

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

Find out more about business management

by   LegalZoom staff

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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 template

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

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

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

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

What is an intellectual property assignment agreement?

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

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

How does an intellectual property assignment agreement work?

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

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

When do you need an Intellectual Property Assignment Agreement?

Such agreements are essential when:

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

What should an intellectual property assignment agreement template include?

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

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

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

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

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

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

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

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

Governing law. Specify the jurisdiction governing the agreement.

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

Traditional intellectual property assignment agreement management process

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

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

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

Automating Your Intellectual Property Assignment Agreement

With platforms like Juro, you can:

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

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

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

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Intellectual Property Assignment Agreement (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.

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What is intellectual property assignment.

Intellectual property assignment is a process in which the ownership of a work product created for an entity by an employee or consultant is transferred to the entity.

Typically, an employee or consultant will sign an agreement that explicitly assigns any intellectual property created during service with the company. For the employee, this is called either a Confidentiality and Inventions Assignment Agreement (CIIAA) or Proprietary Information and Inventions Assignment Agreement (PIIAA).

4 Types of Intellectual Property

You should consider 4 of the main kinds of valuable assets under an intellectual property assignment:

• A trademark
• A copyright
• Trade secrets

These are all considered valuable assets of a company, and knowing how they work and how they’re created can help protect them.

Here is an article to learn more about intellectual property.

A patent is granted by the government and gives the owner of the patent unlimited ability to build, sell or use their invention while at the same time preventing others from doing so.

Typically, patents issued have a 20-year life span, but some expire in 14. After this period, anyone else can copy, build, or sell the invention. Any attempt to circumvent this time allowance would result in a patent infringement .

To receive exclusive rights to build, sell or use your invention, you have to provide details about your invention that would allow someone who is “practiced in the arts” to recreate it. Also, there are four requirements for a patent to be issued:

• The subject matter must be “patentable” (as defined by Congress and the courts).
• Your idea must be “new.”
• The idea must be “useful.”
• Your idea must be “non-obvious.”

Additionally, you can file for three different types of patents:

• Utility Patent : Utility patents are granted for inventions or discoveries of useful processes, machines, articles manufactured, the composition of matter, or any new and useful improvements to the above.
• Design Patent : Design patents are granted for any new, original, or ornamental design. This type is valid for 14 years after it is issued.
• Plant Patent : Plant patents are granted to persons who invent, discover, and reproduce any distinct or new variety of plant, asexually. This type is valid for 20 years after it is issued.

Here is an article to learn more about patents.

Benjamin W.

A trademark is any word, phrase, symbol, design, or combination that identifies goods or services. The term “trademark” is used for both trademarks and service marks. Still, a service mark is reserved for those services related to the company.

Owning a trademark doesn’t automatically mean you own the words or the phrasing, but rather that you own the rights to how to use that word or phrase concerning specific goods or services. A great example is an online store that tries to use the Nike swoosh mark for their own t-shirts or shoes. This is trademark infringement .

To obtain trademark protection, you must first choose the specific category of goods or services the trademark will cover. This also means the company looking to obtain the trademark must already produce the category of goods/services to be trademarked or have a demonstrative or good faith intent to provide them.

Here is an article to learn more about trademarks.

Copyright infringement is probably one of the most well-known areas of IP protection. Copyrights are obtained to protect original authored works such as:

• Photographs
• Audio recordings
• Computer programs
• Architectural works

Things like titles, names, short phrases, slogans, familiar symbols or designs, lettering, coloring, or a list of ingredients or contents, are not considered creative . Still, they are also included as items that can be copyrighted. In general, copyrights can protect the way you convey a message or expression, but not ideas, procedures, systems, concepts, processes, and discoveries.

Companies can have a record of ownership over copyrights, as the law allows for ownership through “ works made for hire ” or works created by an employee within the scope of their employment.

Here is an article to learn more about copyrights.

Trade Secrets

Businesses have a wide range of confidential information, but not everything is considered a trade secret. Typically, a trade secret refers to information that is not publicly known and involves a reasonable effort to keep it confidential.

It also has to offer some form of economic value to the information holder that would only be beneficial if the information was not known by anyone else. States and even countries have varying laws regarding trade secrets. An excellent way to consider what constitutes trade secrets is to consider what information you wouldn’t want your competitors to get ahold of.

Think about pricing information, marketing strategy, or specific processes used to manufacture your goods.

Here is an article to learn more about trade secrets.

Image via Pexels by Andrea Piacquadio

Does IP Assignment Need Consideration?

An enforceable and valid intellectual property assignment needs to have a valid contract. A contract requires:

• Acceptance of the offer
• Proper consideration

Now, what is considered valid consideration could vary. Still, generally consideration “must be ‘bargained for’ and not "illusory’” (Restatement (Second) of Contracts, § 77).

In some cases, small monetary considerations, as well as non-monetary considerations, are enough to create a binding contract, as long as there is an exchange of value between parties.

What is an Intellectual Property Assignment Agreement?

The intellectual property assignment agreement is the document that binds everything together. Companies traditionally use IP agreements to protect their inventions. However, in this arrangement, they are still free to transfer ownership of IP on a case-by-case basis.

It is sometimes called an IP transfer agreement. It ensures that if an employee helps to develop an intangible creation while employed with the company, the company still owns the rights and responsibilities to the creation.

An IP Property Assignment Agreement usually includes the following sections:

• Definition of Intellectual Property
• Future Intellectual Property Assignment
• Representations and Warranties
• Indemnification
• Assumption of Liabilities
• Severability
• Confidentiality
• Termination; Survival of Certain Provisions
• Governing Law and Venue
• Entire Agreement; Counterparts

Who Uses an Intellectual Property Assignment Agreement?

Any entity or person can use an intellectual property assignment to protect their original inventions. Still, they can safely transfer ownership of IP when needed.

Example of an Intellectual Property Assignment

Some examples of intellectual property assignments include:

• A New Software Company: A software company working on brand-new proprietary software may assign a technology assignment agreement. This type of assignment protects startup companies before they create the company. The developers may keep certain IP rights in some cases.
• An Existing Manufacturing Company: An existing company involved in manufacturing technology could institute an Invention Assignment agreement for their employees to sign. This gives the company ownership over any relevant intellectual property created by the signing employees.
• New Sub-Contracted Employees: Newly contracted employees could be hired by a company to conduct research or work on new product development. In these roles, a company may ask that they sign an IP Assignment Agreement that assigns back to the company any ideas, work, a product of work, or inventions related to the business created during employment.

Intellectual property assignments are not for the faint of heart. Oftentimes these are multi-layered and complex arrangements that require careful negotiation.

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Meet some of our intellectual property assignment lawyers.

Attorney with a wide-range of experience

Scott graduated from Cardozo Law School and also has an English degree from Penn. His practice focuses on business law and contracts, with an emphasis on commercial transactions and negotiations, document drafting and review, employment, business formation, e-commerce, technology, healthcare, privacy, data security and compliance. While he's worked with large, established companies, he particularly enjoys collaborating with startups. Prior to starting his own practice in 2011, Scott worked in-house for over 5 years with businesses large and small. He also handles real estate leases, website and app Terms of Service and privacy policies, and pre- and post-nup agreements.

Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.

⛵AJ has practiced in entertainment, technology, intellectual property, data privacy and protection, a broad array of domestic and international transactions, finance, and as outside General Counsel for startup and growth companies.

I offer top-tier legal expertise in startups, corporate governance, and general legal research. As a professor and published author of research articles and conference presentations, I have established myself as a legal expert, writer, and scholar. My strong research skills and innovative thinking make me a highly capable business consultant, legal adviser, and copywriter. Currently a member of the Minnesota bar. Recent freelance projects include business plans, contract drafting, legal advisory memoranda, due diligence, pre-trial motion practice, and discovery review.

General corporate attorney specializing in commercial contracting and data privacy.

N'kia N.

I am a business law attorney with substantial experience with contracts and contract disputes. I support both "professional" services provider (such as consultants and advisors) and "creative" services providers (such as creators and ghostwriters). Future-proof your business with contracts that are customized to your unique goals. My special interests include services agreements, employment agreements, severance agreements, independent contractor agreements, termination agreements, restrictive covenants (such as confidentiality agreements/non-disclosure agreements, non-competition agreements, non-solicitation agreements, and non-disparagement agreements), alternative resolution agreements, and settlement agreements. *** Any reference to a "FREE consultation" is for a "Discovery Call" (legal information or information about my services). For legal advice, please schedule a "Strategy Call." [All calls are by appointment.] [I am not currently accepting new clients for disputes related to construction contracts or defects, real estate transactions, commercial or residential leases, or employment.] Address is for mail only.

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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 (IP) and Invention Assignment

• The Employee is an employee of the Company and by virtue of being an employee, is provided access to confidential and proprietary information of the Company;
• The Employee may conceive and contribute to the development of intellectual property of the Company during the course of his/her employment with the Company and for the discharge of the Employee’s obligations set forth in the employment agreement executed by the Employee with the Company;
• The Parties wish to enter into this Agreement to set forth the terms relating to confidentiality obligations and ownership of intellectual property rights in information shared with the Employee.

Terms and Conditions

1. intellectual property rights, 2. assignments.

• All Intellectual Property Rights including but not limited to copyrights, design rights, trademarks, patents in or to any literary or artistic works, innovations on processes, methodologies, applications developed by the Employee during the course of their employment with the Company, shall be deemed as “works for hire” and will constitute absolute property of the Company and the Employee agrees to treat such intellectual property as confidential and proprietary and use such information solely for the benefit of the Company and shall not lay claim on any such intellectual property. All such rights shall be irrevocably assigned to the Company and if required by the Company, the Employee shall enter into and execute an intellectual property assignment agreement with the Company stating that the ownership of such intellectual property rights belongs solely and exclusively to the Company. 
• However, the foregoing does not purport to assign to the Company (and Assigned Inventions shall not include) any Invention that:
• by law (including, without limitation, the applicable statutory provision for Employee’s state of employment)  they cannot be required to so assign; or
• otherwise meets all of the following requirements:
• the Invention is Created entirely on the Employee’s own time;
• the Invention is Created entirely without the use of any Company Assets and
• the Invention is not useful with or related to any Company Interest. Nevertheless, if the Employee believes any Invention Created by them during the term of my employment is not within the definition of Assigned Inventions, they shall disclose it to the Company so that the Company may make its assessment.
• Assurances: The Employee hereby makes and agrees to make all assignments to the Company necessary to effectuate and accomplish the Company’s ownership in and to all Assigned Inventions.  The Employee hereby irrevocably designates and appoints the Company and its officers as their agents and attorneys-in-fact, coupled with an interest, to act for and on my behalf to execute and file any document and to perform all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by me.

3. Moral Right

4. miscellaneous.

• The provisions of this Agreement are severable, and if one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
• This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein.
• This Agreement and all disputes and claims arising out of or in connection with this Agreement shall be governed by, and construed in accordance with Indian law.
• Any disputes or differences arising under related, or connected with this Agreement including shall be subject to the exclusive jurisdiction of the courts in [State].

Acceptance and Signature

Free intellectual property (ip) and assignment agreement templates, transferring intellectual property is made easy and highly trustable with our carefully designed ip assignment agreement templates. check out for more..

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Intellectual Property Assignment (for founders to assign IP to company)

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🤯 IP Assignment Agreement

An IP assignment agreement is a contract between a company and an individual in which the company agrees to assign all of its intellectual property rights to the individual. The agreement typically covers all of the company's patents, copyrights, and trademarks. The agreement may also cover trade secrets, know-how, and other confidential information.

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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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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

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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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