assignment of intellectual property rights template

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

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

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

The parties therefore agree as follows:

1. ASSIGNMENT OF INTELLECTUAL PROPERTY.

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

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

2. PURCHASE PRICE.

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

3. RECORDATION.  

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

4. NO EARLY ASSIGNMENT.

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

5. ASSIGNOR'S REPRESENTATIONS.

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

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

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

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

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

7. GOVERNING LAW.

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

8. AMENDMENTS.

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

9. ASSIGNMENT AND DELEGATION.

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

10. COUNTERPARTS; ELECTRONIC SIGNATURES.

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

11. SEVERABILITY.

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

12. NOTICES.

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

13. WAIVER.

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

14. ENTIRE AGREEMENT.

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

15. HEADINGS.

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

16. EFFECTIVENESS.

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

17. NECESSARY ACTS; FURTHER ASSURANCES.

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

[SIGNATURE PAGE FOLLOWS]

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

[PAGE BREAK HERE] EXHIBIT A LIST OF INTELLECTUAL PROPERTY

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

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

[PAGE BREAK HERE]

ATTACHMENT A INTELLECTUAL PROPERTY

Free Intellectual Property Assignment Agreement Template

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

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

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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: 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 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.

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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 Rights (IP Rights) Template

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What is an Assignment of Intellectual Property Rights (IP Rights) Template Template?

An Assignment of Intellectual Property (IP) Rights is a legal document or agreement where the owner of the intellectual properties transfers the ownership rights of the intellectual properties to another individual or entity.

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Assignment of Intellectual Property Rights (IP Rights) Template FAQ

Table of Contents

What are Intellectual Property rights?

Intellectual Property Rights (IPR) are legal rights granting creators control over their creations.

These rights allow the holders to benefit from their work or investment in a creation. Intellectual property includes patents,  copyrights ,  trademarks ,  design rights , and trade secrets.

Examples of intellectual property

• Patents:  Protect inventions or processes for a certain period, typically 20 years.
• Trademarks:  Protect symbols, names, and slogans used to identify goods or services.
• Copyrights:  Protect the expression of ideas (e.g., a book or painting) and give the holders exclusive rights to reproduce their work.
• Design rights:  Protect the visual design of objects.
• Trade secrets:  Protect confidential and proprietary information and business processes.

Assignment of Intellectual Property rights

An Assignment of Intellectual Property Rights sets forth the transference of proprietorship between the seller and the purchaser of a company’s intellectual property, allowing the seller to receive remuneration and the buyer to commercialise the intellectual property.

Importance of clear IP assignment

Unambiguous assignment of intellectual property rights is fundamental to avoid future disputes and ensure a transparent and equitable rights transfer.

It’s crucial for a business and its stakeholders to maintain transparent records regarding the ownership of intellectual property rights.

Things to include in an IP rights template

When drafting an assignment of intellectual property rights template, consider including the following key elements:

• Definition of Intellectual Property:  Clearly define what is being transferred.
• Details of Parties Involved:  Include names and addresses of the assignor and assignee.
• Transfer of Rights:  Explicitly state the rights being transferred and any limitations.
• Warranties and Representations:  Outline any guarantees the assignor makes about the intellectual property.
• Consideration:  Detail any payment or compensation for the assignment.
• Governing Law:  Specify the law governing the agreement.
• Signatures:  Include space for the signatures of both parties.

Drafting notes for IP assignment agreement

While drafting the Assignment of Intellectual Property Rights, ensure that the rights to be assigned are explicitly and accurately described and that any warranties and further actions required for the effective transference of ownership are clearly outlined.

The template should presuppose various categories and consider potential infringements.

Understanding Intellectual Property rights

Intellectual Property Rights (IPR) are foundational in fostering innovation and economic development. They empower creators with exclusive rights to their innovations, providing a legal framework enabling individuals and companies to earn recognition or financial benefits from their inventions or creations.

Example of Intellectual Property

• Apple’s Logo:  A trademarked design representing the Apple brand.
• Harry Potter Series:  Protected by copyright, allowing J.K. Rowling exclusive rights to reproduce her work.
• Coca-Cola Formula:  A famous example of a trade secret that is closely guarded by the company.
• New Pharmaceutical Drugs:  Often protected by patents, granting the inventor exclusive rights to produce and sell the drug for a specified period.

The essence of assigning Intellectual Property rights

Assigning Intellectual Property Rights is an essential mechanism in corporate transactions, and it clarifies the ownership and usage rights of intellectual property between the seller and the buyer.

This process helps eliminate disputes and ensures that both parties are on the same page regarding exploiting the intellectual properties involved.

The necessity of transparent ownership

Having a transparent and concise record of intellectual property ownership is indispensable. It provides transparent information about the rightful owner and sets a solid foundation for enforcing intellectual property rights, protecting them against infringement, and utilising them for business development.

Key components of an IP Rights Assignment template

When curating an IP rights assignment template, it is pivotal to encapsulate the following elements to maintain clarity and legal integrity:

• Assignment Details:  Clearly articulate the intellectual property being transferred and the scope of the rights being assigned.
• Parties’ Information:  Detailed information about the assignor and the assignee.
• Date of Assignment:  The effective date from which the assignment is valid.
• Terms and Conditions:  Specific terms and conditions governing the assignment, including any restrictions or limitations.
• Conflict Resolution:  Mechanisms for resolving any disputes arising from the assignment.
• Confidentiality Clause:  Provisions for maintaining the confidentiality of sensitive information.
• Termination Clause:  Conditions under which the assignment may be terminated.

Comprehensive drafting

In creating an Assignment of Intellectual Property Rights, meticulous attention should be paid to detailing every aspect of the intellectual property involved, including any previous licenses or assignments. Adequate descriptions and specificity are crucial to avoid potential conflicts and ensure the effectiveness of the assignment.

Create an IP Rights Assignment template

Understanding and adequately assigning Intellectual Property Rights is crucial in safeguarding the interests of creators and companies.

A well-drafted assignment stipulates both parties’ rights, obligations, and expectations, reducing the likelihood of disputes and fostering a harmonious business relationship. 

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Assignment of Intellectual Property Rights Template

Document description.

This assignment of intellectual property rights template has 6 pages and is a MS Word file type listed under our legal agreements documents.

Sample of our assignment of intellectual property rights template:

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS This Assignment of Intellectual Property Rights (the �Agreement�) is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (The "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUPPLIER NAME] (The "Supplier"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [SPECIFY] (the �[SPECIFY] Agreement�), and WHEREAS 1. DEFINITIONS Where a term does not appear

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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

Why is an intellectual property agreement important, best practices to get the most out your intellectual property protection agreement, 1. help protect your employee's prior inventions, 2. get the timing right when presenting your ip agreement, 3. get employees to return materials and data, download our intellectual property agreement, faqs about intellectual property contracts, intellectual property agreement, intellectual property, prior inventions.

• _____________________________

Patent And Copyright Registrations

Return of data and documents, governing law, severability, entire agreement, successors and assigns, signature and date, related proposals and templates.

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Contracts and IP ownership

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

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

What is intellectual property and IP ownership?

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

• Trade secrets

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

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

IP contracts establish ownership

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

How to create intellectual property

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

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

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

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

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

How to license the IP

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

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

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

How to purchase or assign intellectual property

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

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

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

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

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

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

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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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Assignment of Intellectual Property Rights

Published by TemplateGuru Admin on January 1, 2018

About this template:

This particular legal document or agreement of assignment is used to assist in articulating the terms of intellectual property. To access more legal documents and to assist with other legal issues click here https://www.templateguru.co.za/templates/legal/

ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS This Assignment of Intellectual Property Rights (the Agreement) is effective [DATE] BETWEEN: [YOUR COMPANY NAME] (The Company) a company organised and existing under the laws of the [COUNTRY] with its head office located at: AND: [SUPPLIER NAME] (The Supplier) a company organised and existing under the laws of the [COUNTRY] with its head office located at: [COMPLETE ADDRESS]

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• January 1, 2018 Create Date
• January 1, 2018 Last Updated
• http://www.lawyers-in-usa.com Source

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Assignment of Intellectual Property Rights Template

Download this Assignment of Intellectual Property Rights Template Design in Word, Google Docs, Apple Pages Format. Easily Editable, Printable, Downloadable.

Assigning intellectual property rights may be a long process. It requires a meticulous mind in order to come up with a thoroughly written document since it’s the transferring of not just the asset but the ownership from one entity to another. Ensure having a well-laid-out contract with our Assignment of Intellectual Property Rights template. You don’t need to wrack your brain trying to create this kind of document because everything you need is already incorporated into this template. Just simply fill in the blanks or replace the highlighted words with your own details to make this your very own. Save yourself the hassle and get more done with our Assignment of Intellectual Property Rights template by downloading now!

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