assignment of ip 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

How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Intellectual property assignment agreement: How-to guide

In the dynamic realm of commerce and innovation, the notion of property extends far beyond physical boundaries. Just as one might transfer ownership of a house or a car, the exchange of intellectual property (IP) rights is a critical component of modern business transactions. For instance, if you're launching a startup, acquiring product rights, or even purchasing an entire company, in each scenario, the seamless transfer of intellectual property ownership is essential for ensuring a smooth transition and protecting your interests.

So what constitutes intellectual property? Intellectual property encompasses creations of the mind, such as inventions, software, and hardware programs, literary and artistic works, designs, symbols, names, and images. As businesses grow and evolve, the need to manage and protect these valuable assets becomes increasingly important. One crucial aspect of managing intellectual property is through intellectual property assignment agreement, otherwise known as IP assignment agreement. These agreements facilitate the transfer of IP rights from one part to another.

In this article, we’ll explore the nuances of intellectual property assignment agreements, including their definitions, benefits, types, and considerations.

What is an intellectual property assignment agreement?

An intellectual property assignment agreement, also known as an IP assignment agreement, is a written contract that transfers intellectual property rights from one party (the assignor) to another (the assignee). Intellectual property covers a broad spectrum of intangible assets, including patents, copyrights, trademarks, trade secrets, and more.

For instance, a software developer might have created a groundbreaking algorithm while employed at the company. Through an IP assignment agreement, the developer transfers the rights to this algorithm to the employer, ensuring that the company has exclusive ownership and control over its use and commercialization.

Benefits of IP assignment agreement

IP assignment agreements are crucial in a company’s business and provide multiple benefits for the assignor and assignee.

Clear ownership

By executing an IP assignment agreement, the assignor unequivocally transfers all rights and interests in the intellectual property to the assignee. This clarity of ownership and proprietary rights helps to avoid disputes and potential litigation over the ownership of the IP in the future.

Legal protection

By formally transferring the IP rights through a written agreement, both parties are legally protected. This protection can be essential in case of any infringement or misuse of intellectual property.

Assured compensation or price guarantee

When transferring IP ownership rights for patents, trademarks, copyrights, etc., the original owner gets compensated by the party buying the ownership. The buyer will also pay the IP owner an agreed-upon price for the IP, which will be paid on the date as decided by the involved parties.

No future obligations

The party selling the IP won’t be responsible for meeting any future obligations. For instance, if there is an existing trademark that requires constant monitoring to know whether the trademark is used by any other competitors, the seller won't bear the charges incurred for  trademark monitoring . The buyer has to bear these and any future trademark maintenance costs.

Commercialization opportunities

Assigning intellectual property rights can enable businesses to commercialize the intellectual property more effectively. This could involve licensing the IP to third parties, selling it outright, or using it as collateral for financing.

Facilitates collaboration

In cases where multiple parties are involved in creating intellectual property, an assignment agreement can facilitate collaboration by clearly defining each party's rights and responsibilities.

Risk mitigation

For businesses acquiring ownership rights to intellectual property, an assignment agreement mitigates the risk of third parties claiming rights to the IP. It provides a legal basis for defending against infringement claims and protects the assignee's investment in the IP.

Enhanced value

Clear ownership of intellectual property assets can enhance the value of a business, especially during mergers, acquisitions, or fundraising activities. Investors and stakeholders are more likely to perceive a business positively when it has secure ownership of valuable IP assets. For example, let’s say your start-up company holds sole intellectual property rights to an automatic house-locking system. When your company gets acquired by another company, the new company will also evaluate the value of the IP owned.

Understanding IP assignment agreements: Considerations for sellers

While intellectual property assignment agreements offer various benefits, as a seller of the IP you need to keep in mind what it entails for you when you sell your IP.

Choosing between an IP assignment and a licensing agreement

In an IP assignment agreement, the seller transfers all ownership rights to the intellectual property for a predetermined fee. Here the seller gets a fair market value for their IP as a one-time payment. However, if they had opted for an  IP licensing arrangement , they could have retained the ownership of their IP while giving certain usage rights to the interested party. For instance, let’s say you have written and composed a song. A music company wants your song under their label. Here you have two options. You can sell your song completely to the music label, where they’ll have the right to use or alter your song as they deem fit. Or you can license your creation for an agreed-upon fee or price and set the terms and conditions for using your song. Here you’re getting paid for your creation while retaining ownership of your creation. Whichever option works best for you can be opted and respective agreements can be drawn. 

Value uncertainty

The value of intellectual property can fluctuate over time due to changes in market demand, technological advancements, or legal developments. Sometimes an intellectual property’s future value can increase tremendously, impacting the fairness of the negotiated price. Hence, while deciding the price of such assets, the seller should calculate the future valuation and decide the price of IP.

Limited future opportunities

Once intellectual property rights are assigned, the assignor may be restricted from using or further developing the intellectual property in the future. This limitation could hinder the assignor's ability to explore new business ventures or pivot their existing strategies.

In conclusion, while an intellectual property assignment agreement offers significant benefits in terms of clarity, protection, and commercialization of intellectual property assets, parties must carefully weigh these advantages against the limitations. Consulting with legal professionals experienced in intellectual property law is essential to navigate these considerations effectively.

What are the types of IP assignment agreements?

Intellectual property assignment agreements are comprehensive in nature, outlining the terms and conditions under which the transfer of IP ownership occurs. Here's an overview of the types of IP assignment agreements:

Patent assignment agreement or assignment of patents

A  patent assignment agreement  is a written agreement whereby the owner of a patent transfers or assigns their ownership rights to the other party. This agreement ensures that the assignee gains full legal rights to the patent, including the right to exclude others from making, using, or selling the patented invention, innovations, and processes. Patent assignment agreements typically include details about the patented invention, including patent numbers, descriptions, and any related rights or obligations.

Copyright assignment agreement or assignment of copyrights

Copyright assignment agreements  transfer ownership of creative works, such as literary works, music, art, and other creative expressions. By signing a copyright assignment agreement, the creator relinquishes their rights to reproduce, distribute, and display the copyrighted work to the assignee.

Trademark assignment agreement or assignment of trademarks

Trademark assignment agreement s  transfer ownership of trademarks, which are used to identify and distinguish goods or services in the marketplace. Through this agreement, the assignor relinquishes their exclusive rights to use the trademark in commerce, allowing the assignee to use and enforce the mark for their business or products.

Trade secret assignment agreement or assignment of trade secrets

Trade secret assignment agreements are used to transfer ownership of confidential information or trade secrets from one party to another. These agreements outline the specific trade secrets being transferred and impose obligations of confidentiality on the assignee to protect the secrecy of the information.

By signing such an agreement, the assignee gains the rights to use and protect the trade secrets for their own benefit. It can be any proprietary information like formulas, processes, customer lists, and business strategies. These agreements typically include provisions to maintain confidentiality and prevent unauthorized disclosure or use of trade secrets.

Design assignment agreement or assignment of design

An assignment of design agreement involves the transfer of ownership rights related to industrial designs or product designs. It ensures that the assignee gains exclusive rights to reproduce, distribute, and modify the design according to their business needs. This agreement is crucial for companies involved in product development and manufacturing.

Employee or contractor IP assignment agreement

These agreements transfer ownership of intellectual property created by employees or contractors during their employment or engagement. They are essential for employers to secure ownership of IP developed by their personnel. They often include provisions related to confidentiality, non-competition, and non-disclosure, which are mostly included in an employment agreement. Sometimes, employers even ask employees to sign separate non-disclosure agreements whenever an employee comes up with an invention. 

Assignment of IP in a joint venture 

In cases where multiple parties jointly create intellectual property, a joint ownership agreement may establish each party's rights and responsibilities. These agreements detail the terms of joint ownership, including each party's share of the IP, decision-making authority, and rights to exploit the IP.

It's essential to choose the appropriate type of IP assignment agreement based on the specific intellectual property rights being transferred and the circumstances of the transaction. Consulting with legal professionals knowledgeable in intellectual property law can help ensure that the agreement adequately protects the interests of all parties involved.

Who uses intellectual property assignment agreements?

IP assignment agreements are utilized across a spectrum of industries and scenarios. These agreements are crucial tools for businesses and individuals seeking to define and transfer intellectual property rights.

Corporations and businesses

Employment agreement : Companies frequently incorporate IP assignment clauses into their employment contracts. This ensures that any intellectual property created by employees during the course of their employment is automatically assigned to the company.

Consulting agreement : Similar to employment agreements, consulting contracts may include provisions requiring consultants to transfer any intellectual property they develop while working for the company.

Transactions contemplated : In mergers, acquisitions, or other business transactions, IP assignment agreements are employed to transfer ownership of intellectual property assets between parties.

Joint ventures : Partners in joint ventures often use these agreements to clarify ownership rights and facilitate the sharing or licensing of intellectual property developed during the collaboration.

Individuals and inventors

Prior inventions : An individual with a prior invention may use IP assignment agreements to transfer ownership rights to a new employer or business partner.

Consultants and contractors : Freelancers, consultants, and independent contractors may be required to sign an IP or invention assignment agreement as part of their contractual arrangement with clients.

Startups : Startup founders commonly use these agreements to consolidate ownership of intellectual property created before or during the company's establishment.

In essence, assignment agreements are utilized by parties across various sectors and contexts to facilitate the transfer of valuable intellectual property rights, ensuring legal protection and compliance while fostering innovation and business growth.

Key provisions of an intellectual property assignment agreement

Introduction.

Begin the agreement by formally introducing the parties involved to the agreement. In an intellectual property assignment agreement, the party selling the IP is called the “assignor,” and the other party who buys it is called the “assignee.” Here, along with providing the details of the intellectual property, the assignor explicitly agrees to transfer intellectual property rights to the assignee according to the agreed-upon terms of the agreement.

Assignment of IP

This section specifies the intellectual property being transferred. It identifies the specific patents, trademarks, copyrights, trade secrets, or other intellectual property referenced in the agreement. Additionally, it outlines the scope of the transfer and any limitations on the assigned IP rights.

Purchase price

The agreement details any monetary compensation involved in the transfer of intellectual property rights. In this section, clearly outline the payment terms of the agreement. Detail whether the parties hereto agree to pay the assignor as a lump sum or in installments. If the payment is made in installments, you must also provide the schedule for such payment.

Recordation

To formalize the transfer of intellectual property rights, recordation with relevant authorities may be necessary. This provision addresses the requirement and process for recording the assignment with the appropriate governmental authority, ensuring compliance with legal formalities.

No early assignment

This clause states that the assignment of IP rights cannot occur before certain conditions are met, such as before the completion of a project or the fulfillment of payment obligations. This section prevents premature transfers of IP.

Assignor’s representations

In this part, the assignor provides assurance that they have the sole right to the IP created and it hasn’t been licensed to any third-parties. They also affirm that they have the legal authority to transfer ownership of the IP and there are no undisclosed encumbrances or infringements.

Indemnification

This provision outlines the parties' obligations to indemnify each other against any losses, damages, or liabilities arising from a breach of the agreement or the assertion of third-party claims related to the transferred IP.

Governing law

This section specifies the jurisdiction whose laws will govern and interpret the agreement. It provides clarity in the event of legal disputes.

This clause outlines the procedures for making changes or modifications to the intellectual property assignment agreement. To make any changes pertaining to the terms of the agreement requires written consent from both parties.

Assignment and delegation

This provision addresses the transferability of rights and obligations under the IP assignment agreement. They stipulate whether parties can assign their rights or delegate their duties to third parties.

Counterparts; electronic signatures

This section permits the IP assignment agreement to be executed in multiple counterparts, facilitating convenience in signing. It also recognizes the legal validity of electronic signatures, ensuring compliance with modern technological practices.

Severability

The severability clause states that if any provision of the agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This ensures that the invalidity of one provision does not invalidate the entire agreement.

This provision details the methods and addresses for official communication between the parties regarding the intellectual property assignment agreement. They ensure that important correspondence is properly delivered and acknowledged.

Waiver provision addresses instances where a party chooses not to enforce its rights under the agreement. For instance, if certain provisions are waived off on a one-time basis regarding the agreement, this doesn’t mean that the provision is waived for the entire term of the agreement. Take the case where the assignee is paying for the IP in installments. If the assignee is not able to pay the installment for a month, then the assignor can waive that default and continue the agreement upon prior written consent.

Entire agreement

This part of an intellectual property assignment agreement explains that the parties agree to the specific terms and conditions mentioned in the agreement. Any verbal negotiations or other terms that are even stated via email or otherwise are not part of this agreement.

This section states that the headings used in the agreement are for convenience only and do not affect the interpretation of the provisions.

Effectiveness

The effectiveness provision specifies the date on which the agreement becomes effective. This ensures clarity regarding when the rights and obligations outlined in the agreement take effect.

Necessary acts; further assurances

Requires the parties to take any additional actions necessary to carry out the terms of the agreement fully. This may include signing additional documents or cooperating with each other as needed.

How does an online template facilitate drafting intellectual property assignment agreements?

There are various advantages of using an online template for IP such as.

Simplified drafting process

Online templates streamline the drafting process of IP assignment agreements. By providing a structured framework, these templates guide users through the essential elements required for such agreements. Users can efficiently input pertinent details specific to their arrangement, ensuring comprehensive coverage of the subject matter assigned.

Ease of customization

Some  online template providers, like LegalZoom , allow you to easily customize the templates to suit specific circumstances. With editing options available, users can modify clauses and provisions to reflect their agreed-upon terms and conditions of the arrangement

Clarity and consistency

These templates offer clear and standardized language, enhancing understanding and minimizing ambiguity. Consistent formatting and terminology throughout the agreement contribute to its readability and effectiveness.

Time and cost efficiency

Utilizing an online template can minimize the need for extensive document research and costly legal consultations. It allows parties to draft a comprehensive IP assignment agreement efficiently and affordably, saving valuable time and resources.

Accessibility and convenience

Online templates are readily accessible from anywhere with an internet connection, enabling parties to initiate and complete the drafting process conveniently. This accessibility promotes collaboration and facilitates the timely execution of agreements.

As you can see, using online templates provides numerous benefits. Since there are a multitude of templates available online, choosing the right template is key. To streamline this process, LegalZoom offers a comprehensive intellectual property assignment agreement template that is simple and easy to use. Just answer the guided questions, complete the form, and download the document for free.

Frequently asked questions

What's an intellectual property assignment agreement.

When your business needs to sell or buy intangible assets, use an intellectual property assignment agreement to protect both parties. It enables the transfer of ownership of intangible items legally. Intellectual property includes everything from patents to trademarks to software and more.

What key details are required to complete your assignment agreement?

Here's the information you'll need to complete your intellectual property assignment agreement:

• Who owns the intellectual property : Keep the information of the assignor ready while drafting your agreements
• Who's buying the intellectual property : Have the name and contact details of the assignee ready
• How much it costs : Know what the buyer pays for the intellectual property

Related categories

Related templates.

Assignment of Agreement

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

Copyright Assignment

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

Patent Application Assignment

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

Patent Assignment

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

Trademark Assignment

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

Trademark License Agreement

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

Intellectual Property Assignment Agreement Template

Used 5,944 times

An Intellectual Property Assignment Agreement transfers ownership of any IP created by an employee to the employer. Make sure you have your employees sign this document prior to their start.

e-Sign with PandaDoc

Intellectual Property Agreement Template

Prepared by:

​ [Sender.FirstName] [Sender.LastName] [Sender.Company] ​

Prepared for:

​ [Employee.FirstName] [Employee.LastName] ​

​ [Employee.Company] ​

This Intellectual property agreement is entered into on (date) and will be effective from the same date, between [Sender.FirstName] [Sender.LastName] and [Employee.FirstName] [Employee.LastName] (Receiver).

­­As a condition of my employment with the Company, its subsidiaries, affiliates, successors or assigns (hereinafter, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

This Property Assignment Agreement will have the effect of transferring ownership in anything created by the employee during the period of his/her employment with the company. Intellectual Property Assignment Agreements are also entered into between business entities and even individuals, where one party is looking to sell the rights to its intellectual property in exchange for something of value — usually money.

​In an employer/employee Intellectual Property Assignment Agreement (which is what this agreement is), the employee may want to limit the intellectual property that would otherwise transfer to the employer. For example, the employee may not want to transfer anything conceived or created by him/her on his/her own time, especially if it does not relate to the employer’s business.

1. INVENTIONS RETAINED & LICENSED.

I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions.

If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

At the time of joining the company, I was the owner of or held proprietary rights in relation to the intellectual property identified herein and related to the company’s business of (description of business), which Intellectual Property was developed in contemplation of being used, either directly or indirectly, by the Company in connection with carrying on the business of the Company.

2. ASSIGNMENT OF INVENTIONS.

I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my rights, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as “Inventions”), except as provided in “Exception to Assignments” below.

I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.

I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company's sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such invention.

3. REMAINDER OF INTELLECTUAL PROPERTY.

I hereby declare that I have assets, rights or interests that go beyond the scope of this agreement, and are not included as a part of this agreement, either in sum or whole. The benefit of such assets may not be used by [Employee.Company] , unless with my expressly stated written permission.

4. MAINTENANCE OF INVENTIONS RECORDS.

I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.

The records will be available to and remain the sole property of the Company at all times.

5. COSTS AND EXPENSES.

If either party incurs any costs, fees, expenses, etc., both parties will be liable to pay for costs and expenses, in full, unless if otherwise mentioned explicitly in this Agreement, any of the other Ancillary Agreements or any other agreement between parties. If any cost was borne by any person on the instance of completing a task for another person, the person who completed the task shall be reimbursed for the amount spent, as long as they can provide receipts.

6. PATENT & COPYRIGHT REGISTRATIONS.

I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Intellectual Property Assignment Agreement.

If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

7. COOPERATION.

I agree to perform all commercially reasonable acts deemed necessary or desirable by the Company to assist the Company, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and titles that come as a part of the Assigned IP. Such acts may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, trademark, mask work, or other applications for my invention, (ii) in the enforcement of any applicable patents, copyrights, trademark, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Assigned IP.

In the event that the Company is unable, for any reason, to secure my signature(s) to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, trademark, mask work or other applications or to enforce any patent, copyright, mask work, moral right, trade secret or other proprietary right under any Assigned IP, I hereby irrevocably designate and appoint the Company and the Company’s duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me, (i) to execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under the Assigned IP, all with the same legal force and effect as if executed by me.

8. RETURNING COMPANY DOCUMENTS.

I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns.

9. REPRESENTATIONS.

I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

10. EQUITABLE REMEDIES.

I AGREE THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY’S DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH HEREIN.

ACCORDINGLY, I AGREE THAT IF I BREACH ANY OF SUCH PROVISIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT.

I FURTHER AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH EQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

11. GOVERNING LAW.

This Agreement will be governed by the laws of the State of [Employee.State] . I hereby expressly consent to the personal jurisdiction of the state and federal courts with jurisdiction in [Employee.Country] [Employee.State] for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

12. ENTIRE AGREEMENT.

This Intellectual Property Assignment Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us.

No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged.

Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

13. SEVERABILITY.

If one or more of the provisions in this Intellectual Property Assignment Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

14. SUCCESSORS & ASSIGNS.

This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

15. DISPUTES AND RESOLUTIONS.

Both parties agree that they will try to amicably settle any disputes amongst themselves, or with the help of a third party such as an agent. In case that they are unable to reach a settlement or do not wish to discuss the terms of the settlement with one another, they may approach a court of law situated in [Sender.Country] , [Sender.State] where applicable laws will come into motion.

AGREED AND ACCEPTED.

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, I AM SATISFIED THAT I UNDERSTAND IT COMPLETELY, AND I AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

​ [Sender.Company]

​ [Sender.FirstName] [Sender.LastName] ​

LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP­­­­­­

Care to rate this template?

Your rating will help others.

Thanks for your rate!

Useful resources

• Featured Templates
• Sales Proposals
• NDA Agreements
• Operating Agreements
• Service Agreements
• Sales Documents
• Marketing Proposals
• Rental and Lease Agreements
• Quote Templates
• Business Proposals
• Agreement Templates
• Purchase Agreements
• Contract Templates

Table of Contents

Looking for related documents?

Use a template , a traditional raw document with empty fields

Proprietary Information and Inventions Agreement Template

A PIIA agreement is a specific type of IP assignment agreement often used between an employer and employee. This particular template is a raw output of Ontra's PIIA generator built on Gavel.

Or use a legal app to generate custom documents with your information

Proprietary Information and Inventions Agreement

This PIIA agreement generator generates an IP assignment agreement for the terms of an employee's employment with an employer.

Intellectual Property Assignment Agreement: Templates & More

IP assignment agreement in which the ownership rights of intangible creations of the mind (e.g. art, designs, software, trade secrets) are transferred.

Also known as: IP Assignment

Free To Use

Lawyer Backed

Use an Intellectual Property Assignment Agreement legal app

Want us to automatically fill out this template for you? Use this legal app to get guidance and final document you can use in a few minutes. No downloads required.

What is an Intellectual Property Assignment Agreement

Dorna Moini, JD

Founder, Gavel

Dorna Moini is the CEO and founder of Gavel, a no-code platform for building document automation and client-facing web applications for the law. Prior to starting Documate, Dorna was a litigator at Sidley Austin. There, in her pro bono practice, she worked with legal aid organizations to build a web application for domestic violence survivors to complete and file their paperwork, which led to the idea for Documate. Dorna is on the Legal Services Corporation Emerging Leaders Council and a member of LAFLA’s Advisory Board. She was named an ABA Legal Rebel and a Fastcase 50 honoree. She also teaches the Legal Innovations Lab at USC Law School.

Download an Intellectual Property Assignment Agreement template

Intellectual property assignment agreement word document, intellectual property assignment agreement pdf, intellectual property assignment agreement to copy/paste.

Commercial Lease Agreement

A Commercial Lease Agreement is a legally binding contract between a landlord and a tenant for the rental of business property, specifying terms like rent, lease duration, and responsibilities of each party.

Promissory Note

This promissory note template is a legally binding document that outlines the details of a loan, including the repayment schedule, interest rate, and the obligations of the borrower to the lender.

Breach Notification Policy

Dictates how a company will handle and report data breaches

Pro Rata Agreement

Allows an investor to purchase more shares in the company in the future if the company raises further capital

Cookies are small pieces of text sent to your web browser by a website you visit. A cookie file is stored in your web browser and allows us to store things like your user preferences to make your next visit easier and the service more useful to you.

Like many websites, we use first (made by us) and third-party (made by tools we use) cookies for functional purposes, like accessing secure areas of our site, and analytical purposes, like statistical information about how people are using the site so that we can improve it. Users can control the use of cookies at the individual browser level.

What’s a Rich Text element?

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

Static and dynamic content editing

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

How to customize formatting for each rich text

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

Intellectual property assignment agreement template

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

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

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

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

What is an intellectual property assignment agreement?

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

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

How does an intellectual property assignment agreement work?

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

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

When do you need an Intellectual Property Assignment Agreement?

Such agreements are essential when:

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

What should an intellectual property assignment agreement template include?

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

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

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

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

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

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

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

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

Governing law. Specify the jurisdiction governing the agreement.

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

Traditional intellectual property assignment agreement management process

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

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

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

Automating Your Intellectual Property Assignment Agreement

With platforms like Juro, you can:

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

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

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

Ready to agree contracts faster?

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

Ready to automate routine contracts?

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

Your privacy at a glance

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

Types of data we collect

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

How we use your data

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

       Third parties who process your data

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

We use cookies

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

When and how we collect data

Know your rights

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

Get the template

Join our next 30-min live demo of Juro

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

IP Assignment Agreement: Definition & Sample

Jump to section.

ContractsCounsel has assisted 36 clients with ip assignment agreements and maintains a network of 64 intellectual property lawyers available daily. Customers rate lawyers for ip assignment agreement matters 5.0.

What is an IP Assignment Agreement?

An IP assignment agreement is an agreement that designates the ownership of intellectual property. Companies often use IP assignment agreements to secure their inventions and developments but also to transfer ownership of intellectual property as needed. These assignment agreements are used for transferring intangible property like a copyright, a trademark, or company trade secrets.

Sometimes referred to as an IP transfer agreement, the IP assignment agreement also ensures that when an employee helps develop an intangible creation on behalf of a company that the company can retain the rights to the creation.

Common Sections in IP Assignment Agreements

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

IP Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.1 3 v476437_ex10-1.htm EXHIBIT 10.1 , Viewed October 13, 2021, View Source on SEC .

Who Helps With IP Assignment Agreements?

Lawyers with backgrounds working on ip assignment agreements work with clients to help. Do you need help with an ip assignment agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate ip assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Need help with an IP Assignment Agreement?

Meet some of our ip assignment agreement lawyers.

I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.

Tim advises small businesses, entrepreneurs, and start-ups on a wide range of legal matters. He has experience with company formation and restructuring, capital and equity planning, tax planning and tax controversy, contract drafting, and employment law issues. His clients range from side gig sole proprietors to companies recognized by Inc. magazine.

I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc.), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts.

I am an experienced Intellectual Property attorney registered with the USPTO and have managed my solo practice for over a decade. As part of my practice, I handle trademark and patent concerns for my clients. I’ve performed extensive prior art searches, drafted patent applications, and prosecuted patents across a broad range of technologies. I've helped my clients secure protection for both standard character and special form marks across a a variety of classes from candles to dog collars. I believe, as an IP attorney, that I can facilitate the development of new technologies by protecting your rights from infringement or helping you enter the market by establishing those rights from the ground up. More importantly, I believe it should be an open and affordable process that’s accessible to anyone pushing the bounds of innovation.

I am LaKesha B. Shahid, managing partner of Shahid & Hosea LLC. We focus primarily in domestic relations. We strive to make our clients our top priority.

Mrs. Rivera graduated from Palmetto High School in 2009 and went on to attend Florida State University in Tallahassee, FL. After graduating from Florida State University with a B.S. degree in Criminology and a minor in Philosophy in April 2012, she went on to attend the University of Central Florida where she earned a M.S. Degree in Criminal Justice in August 2013. That same month, She started law school at Stetson University College of Law. ​ While in Law school, Mrs. Rivera participated on Stetsons #1 Trial team. In May 2016, Mrs. Rivera graduated with her law degree and in December 2016, Mrs. Rivera obtained her Masters in Law from Stetson University through its Joint J.D./LL.M degree in Advocacy program. Mrs. Rivera was a part of the first graduating class for this joint program at Stetson University. ​ As a Law student, Mrs. Rivera was a law clerk at a well-known plaintiffs employment law firm in Tampa, FL and also interned for the Honorable Judge Edward Larose of the Second District Court of Appeal where she was able to draft PCA opinions draft legal opinions that were ultimately published. Mrs. Rivera also went on to participate as a Certified Legal Intern (CLI) with the 6th Judicial Circuit Office of the Public Defender in Pinellas County, FL and an Intern for LegalAid of Manasota in Sarasota, FL. ​ After Law School, Mrs. Rivera began her legal career working as a Public Defender with the Ninth Judicial Circuit Office of the Public Defender in Orlando, FL. During her time as a Public Defender, Mrs. Rivera litigated more than 20 trials, representing both adults and juveniles accused of Misdemeanor and Felony offenses. After engaging in extensive civil, criminal and family law litigation, Mrs. Rivera decided it was time to finally open Allstarr Legal, P.A. in order to provide both affordable and quality legal representation to the people of the State of Florida. Mrs. Rivera practices throughout the entire state of Florida.

Francine L.

I am a multi-degreed attorney with more than 17 years of criminal trial experience and more than 15 as a general legal consultant. I'm licensed to practice in New York State.

Find the best lawyer for your project

IP Assignment Agreement

Can an employer enforce an IP Assignment Agreement if it was signed after an employee had already started working for the company?

I recently started working for a tech company and was asked to sign an IP Assignment Agreement, which states that any intellectual property I create during my employment belongs to the company. However, I had already been working on a personal project before joining the company, and now I'm concerned that they might try to claim ownership of it. I want to know if the agreement is enforceable, given that it was signed after I had already started working for them.

I hope that you have not yet signed this agreement, because it may indeed be enforceable. If it has not yet been signed, amend the agreement to exclude the personal project from the agreement before you sign it.

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

Intellectual Property lawyers by top cities

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

IP Assignment Agreement lawyers by city

• Austin IP Assignment Agreement Lawyers
• Boston IP Assignment Agreement Lawyers
• Chicago IP Assignment Agreement Lawyers
• Dallas IP Assignment Agreement Lawyers
• Denver IP Assignment Agreement Lawyers
• Houston IP Assignment Agreement Lawyers
• Los Angeles IP Assignment Agreement Lawyers
• New York IP Assignment Agreement Lawyers
• Phoenix IP Assignment Agreement Lawyers
• San Diego IP Assignment Agreement Lawyers
• Tampa IP Assignment Agreement Lawyers

ContractsCounsel User

Intellectual Property Assignment Agreement

Location: north carolina, turnaround: a week, service: drafting, doc type: ip assignment agreement, number of bids: 8, bid range: $150 - $1,500, teleplay pilot co-writing contract, location: california, turnaround: less than a week, service: contract review, page count: 3, number of bids: 5, bid range: $350 - $995, want to speak to someone.

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

Find lawyers and attorneys by city

Documents • IP Assignment Agreement

Generate your ip assignment agreement.

Keep the IP created for your startup, in your startup.

What is an Intellectual Property Assignment Agreement?

An Intellectual Property Assignment Agreement is a contractual transfer of the ownership of IP (anything which can be ‘created with the mind’: registered IP such as trademarks and patents, and unregistered IP such as copyrights, designs, concepts, know-how, websites, social media accounts and source code) from the owner/ creator to the startup. In legal documents, the owner/creator is known as the ‘assignor’ (usually the founder, employee, contractor, advisor etc.), while the ‘startup’ in question is likely to be your startup’s topco. By transferring the IP,  the startup has the legal right to it under contract.

Why generate this document?

Generate this document to keep your IP safe. In the future, an assignor could claim that IP created while working for your startup belongs to them. An Intellectual Property Assignment Agreement prevents this from having an impact on your business. Startups also use this document to ensure that the assignor takes any actions necessary to complete the transfer of any IP to your startup (e.g. transfer a trademark registration or a social media account).

Trusted by leading companies, investors and lawyers around the world

How to generate your Intellectual Property Assignment Agreement

Login into your account (or sign-up, if you don’t have one).

Generate IP Assignment Agreement

Go to the Generate Documents tab, choose International from the dropdown and select IP Assignment Agreement.

Complete the form

Complete each field in the form and select your various options.

Sign with DocuSign

Once you generate the document, you can save it in draft, edit it, and when final, send it for signature through our built-in DocuSign integration.

Create legal documents, collect signatures and safeguard them in our smart data room.

Resources & insights, stories, updates and resources.

Essential documents for establishing a startup

Founders are often risk-takers with lots of energy and great business ideas. And that is fantastic, as long as you remember to set up the correct legal foundation for your venture. Not having the proper legal basis for your startup might be too big a risk. Having the correct legal documents in place is essential for the future success of your startup.

Mar 07 · 9-minute read

Protecting your business with non-competes

One way to protect your startup from unfair competition is to include non-compete clauses in your employment contracts. You could also have a non-compete in the shareholders agreement that you sign with your investors.

May 11 · 9-minute read

Starting a company is hard enough, but managing legal processes shouldn’t be. With Clara’s dedicated accelerator onboarding solution, companies can get the support and infrastructure they need to efficiently and professionally complete their legal due diligence and finalize an investment. Amal Dokhan General Partner MENA, 500 Global

Clara is a one-stop shop for everything equity related. All our data is safe and securely stored and accurately recorded. And our investors love having direct access. It has saved us countless hours and kept our cap table mistake free. Jessica Anuna CEO & Founder, Klasha

We spend a lot of time educating founders on basic legal concepts: what they need to do for us to invest in them. Clara automates these functions. As Clara’s first institutional investor, we knew intuitively from inception, this company will be a game changer. Vijay Tirathrai Managing Director, Techstars

You can’t beat Clara’s ESOP functionality. It allows us to grant options to our team in a few clicks while automatically updating our cap table. Truly next level. Michael Hunter Co-Founder & CEO, Holo

Founders often struggle with managing their legal function due to lack of expertise and resources. And we’ve seen poor legal structures create hurdles to our investing in otherwise healthy startups. Investors like ourselves love that Clara gives founders the tools they need to establish, grow and scale their startups from day one on a best-practice basis. Shane Shin Founding Partner, Shorooq

US cap table solutions aren’t tailored to the differentiated needs of international startups. Clara is the only cap table provider we found that had emerging market startups in mind. Add to that all the other things you can do on the Clara platform, from building your ESOP to data room management, and switching was a no brainer. Omar Rifai Co-founder, GrubTech

From company formation to maintaining the cap-table, by using Clara founders can digitally form their companies in a range of jurisdictions, create and manage their cap-tables and generate legal documents. Clara is quickly becoming an integral part of the startup software stack. Daniel Dos Reis Investment Director, Wamda Capital

Clara is a must-have for founders. Not only does it provide all the legal tools you need in a single platform, using Clara also signals to investors that you are a serious startup. Mazen AlDarrab Founder & CGO, Zid

IP Assignments, what? I didn’t even know they existed before Clara. For startups, setting up governance, corporate structures, data rooms and fundraising are all hard to get right. Clara’s legalOS is premium. It pays for itself. Zohare Haider Co-Founder & CEO, Jalebi

Binance uses Clara to incorporate and manage ADGM entities. The team at Clara are extremely efficient and go the extra mile to ensure we always have a smooth experience and meet our deadlines. Top-notch service! Vishal Sacheendran Head of Strategy and Operations, Binance

Equity owners

Trusted by more than 10,000 equity owners.

Our customers operate from more than 45 different countries.

Savings on fees

Our customers on average save more than 80% on their annual legal and admin fees.

What are you waiting for?

Get started with clara today..

Join more than 5,000 businesses who save time and money on legal and admin work.

Get started with Clara

How can we help?

• I want to incorporate a company  
• I want to manage my cap table or create an ESOP  
• I want to create and sign legal documents 
• I want all of the above

• Skip to content.
• Jump to Page Footer.

Strategize and survive: Late-stage funding tactics for a changing landscape

Join us for an exclusive panel discussion on navigating late-stage funding for Canadian startups amid a shifting political landscape.

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

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

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

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

Download the Sample intellectual property assignment template

Read next: Sample funding templates for Ontario investors and entrepreneurs

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

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

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

Sample NDA: Non-disclosure or confidentiality agreement for asset purchase transaction

Clickwrap software licence agreement: sample template, confidentiality agreement, or nda: share purchase transaction sample templates, sign up for our monthly startup resources newsletter about building high-growth companies..

• Enter your email *

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

Assignment of Intellectual Property Rights (IP Rights) Template

Create an assignment of intellectual property rights (ip rights) template contract in less than 5 minutes with zegal's document builder. easy to use. no legal knowledge required..

Assignment of Intellectual Property Rights (IP Rights) Template FAQ

Need any help contact us:.

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. 

About Author

Daniel Walker

Daniel Walker is the Founder and Chief Executive Officer of Zegal, the trusted legaltech firm. Prior to founding Zegal, Daniel practised at DLA Piper, Stephenson Harwood and Clyde & Co, in Hong Kong, Singapore, and the UK.

Stay compliant with the Zegal template library

Zegal  legal template  are meticulously crafted with the precision of AI and the expertise of seasoned human lawyers, providing a unique blend of speed and reliability.

You can trust that Zegal agreements are legally sound and fully compliant with current regulations.

Whether you're a  startup ,  SME , or a larger  enterprise , Zegal  contract management  will  automate  and speed up your legal processes.

Using Zegal will  reduce risk, save money, and improve efficiency . Let us take care of the paperwork so you can focus on running your business.

Don’t compromise on speed or compliance. Stay secure, compliant, and efficient with Zegal.

Easy to Use Legal Templates

Quickly and easily create any legal agreement for you or your team.

Affordable Plans

Straightforward pricing plans and bespoke packages built to simplify all your legal demands.

Vast Document Library

Zegal’s comprehensive collection of agreements means you always have what you need at your fingertips.

“Love the new flow/design, very quick and easy to use now. I have done 2 or 3 customer contracts in a flash over the past 2 days.”

Related Documents

If you're creating an Assignment of Intellectual Property Rights (IP Rights) Template, you may also be interested in the following documents:

Assignment of Rights in Software

Copyright assignment (literary works), copyright assignment (photographs), copyright license agreement (artistic work), trade mark assignment, trademark license agreement.

Choose from 1000+ legal templates and draft contracts with ease and confidence.

Contract and document management made easy..

• Collaborate

Pay As You Go

All-Access Plans

Dragon Law Limited, 1507, 18 Tang Lung Street

Causeway Bay, Hong Kong

+852 5801 9997

Dragonlaw (Singapore) Pte Ltd, 56A Boat Quay

049845, Singapore

+65 6589 8923

United Kingdom

124-128 City Road, London,

England, EC1V 2NX

+44 20 3617 6787

© Zegal 2013-2024. All Rights Reserved.

20,000 Companies Trust Zegal

Easy To Use

Cut Legal Costs

2,000+ Legal Templates

No Credit Card Required

Automate Contract Work

Award-Winning Support

Account Details

Startup SME Enterprise

User Details

Alternate registration form

Intellectual Property Assignment Agreement: A Comprehensive Guide for Your Business

LegalGPS : July 25, 2024 at 10:30 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.

Intellectual Property Assignment Agreement Template

Legal GPS templates are drafted by top startup attorneys and fully customizable.

Table of Contents

Defining the purpose.

• Clarity of Transfer
• Definition of Transferred Intellectual Property
• Compensation and Payment Terms
• Warranties and Representations
• Confidentiality Agreements
• Governing Law and Dispute Resolution

Step 1 - Identify the Parties Involved

Step 2 - specify the assigned intellectual property, step 3 - describe the transfer of rights, step 4 - detail compensation and payment terms, step 5 - include confidentiality clauses, step 6 - determine governing law and dispute resolution process, tips for avoiding common mistakes and pitfalls.

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:

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!" .

Legal GPS Subscription

Protect your business with our complete legal subscription service, designed by top startup attorneys.

• ✅ Complete Legal Toolkit
• ✅ 100+ Editable Contracts
• ✅ Affordable Legal Guidance
• ✅ Custom Legal Status Report

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.

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."

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]."

Get Your Intellectual Property Assignment Agreement Template with a Legal GPS Subscription

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."

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]".

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."

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]."

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.

Get Legal GPS's Intellectual Property Assignment Agreement Template Now

Secure Your Company's IP with a Confidentiality and Intellectual Property Assignment Agreement: The Essential Guide

As an entrepreneur, one of your most valuable assets is your company's intellectual property (IP). From trade secrets and customer lists to patented...

Step-by-Step Guide to Create a Service Agreement Template

When running a business, there's a good chance you'll need to enter into contracts with service providers, contractors, or consultants. In these...

Mastering the Creative Services Agreement: A Comprehensive Guide

As an entrepreneur, collaborating with creative professionals is an inevitable part of growing your business. Whether you're working with graphic...

Content Hub

Commercial Templates

Intellectual Property Assignment Agreement

Nov 2, 2022

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, e.g. £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.

Table of Contents

Disclaimer: Please note: Pocketlaw is not a substitute for an attorney or law firm. So, should you have any legal questions on the content of this page, please get in touch with a qualified legal professional.

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

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

Sep 15, 2022

Services Agreement - B2B

Draft a B2B services agreement that protects suppliers. Get expert tips for balanced & effective contracts. Find out more with Pocketlaw.

Oct 3, 2022

Collaboration Agreement

Forge successful partnerships with a strong collaboration agreement. Strategies for mutual benefit and growth. Find out more with Pocketlaw.

Confidentiality Agreement (NDA)

Unlock the essentials of Unilateral Confidentiality Agreements (NDAs) with Pocketlaw's in-depth guide. Learn when and how to use them.

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

Intellectual Property Assignment Agreement

Use our intellectual property assignment agreement.

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

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

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

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

Ready to Transfer Intellectual Property Ownership to Your Employer?

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

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

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

Contents of a Relevant Intellectual Property Assignment Agreement

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

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

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

Inventions retained and licensed

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

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

Liam Washington Capterra

Ready to get started with this template?

This feature is currently only available from a desktop computer.

Startups made easy. Sorted.

Mission & values.

Already have an account? Log in

💰 The ebook your investors want you to read – Get the 2024 guide to startup funding

• IE ( Irish )
• Team Agreements IP Assignment

IP Assignment Agreement

Create ip assignments.

Had help with your startup? Nail down intellectual property rights and protect your ideas, designs and secrets with an Intellectual Property Assignment Agreement. (Good to know: non-disclosure and IP are covered in our Employment Agreements .)

Trusted by 50,000+ companies

Incredibly fast and easy, starts from free, how to create your ip assignment agreement..., create your seedlegals account, go to agreements and choose ip assignment, choose terms to include, get unlimited help from our experts, send, sign and store the ip assignment, built by legal experts, take control of your intellectual property.

Avoid disputes over IP. Use our template IP Assignment to clarify that your startup owns work done. Protect your valuable documents, designs and ideas for the future.

Unlimited free help

Chat online anytime with our experts.

Need some help? Not sure if you should use an NDA or IP Assignment? Our team of legal experts are on hand to chat online, by phone or video call.

Team Agreements

Build your team.

Use SeedLegals to make hiring your team a breeze. Easily on-board employees, advisors and interns with our contracts, and protect your ideas with NDAs and IP Assignment Agreements.

FAQs - IP Assignment Agreements

What is Intellectual Property?

• pieces of writing

What are intellectual property rights (IPRs)?

Who owns intellectual property rights?

• If intellectual property is created by an employee as part of their job and they have an Employment Agreement in place, the IP is presumed to be owned by the employer.
• If IP rights have been registered, the person or entity named on the register owns those rights. They are the only party with the right to transfer ownership.

What IP rights can be transferred?

• industrial designs
• geographical indications
• trade secrets

What is an IP Assignment document?

Why do I need an IP Assignment Agreement?

Who should I have an IP Assignment with?

Do SeedLegals Employment Agreements include IP Assignment?

How can I write an Intellectual Property Assignment?

What's included in an Intellectual Property Assignment contract?

• details of the assignor
• details of the assignee
• details of the assignment
• any payment for the IP rights
• indemnities against future losses or legal risk, if they apply

How is an IP Assignment different from a Founders Agreement?

How long does an IP Assignment last?

Is an IP Assignment contract legally binding?

Can I use a SeedLegals IP Assignment Agreement if my collaborators are overseas?

You’re in safe hands

Our team of legal and funding experts have helped thousands of entrepreneurs raise money and grow their businesses.

Beautifully organised

Your company's core agreements, all in one place

Secure signatures

Share and collect signatures online via SeedLegals

Backed by real lawyers

Create the exact documents you need at every stage of growth

Serious about security

Your information stays safe and confidential in our secure system

Helpful humans

Talk to one of our friendly team anytime on live chat

Extra protection

Don't worry, our insurance covers claims related to our platform

Start your journey with us

Free Intellectual Property Rights Assignment Agreement

The following template agreement is suitable to use and adapt when you are working with an individual freelancer or corporate contractor on a project and wish to have an assignment of the intellectual property rights (including copyright, patents, trade marks and design rights) granted to the business that instructed the freelancer/contractor:

IPR Assignment Template

Where you see capitalised text in square brackets this indicates areas where you need to remove the text and brackets and insert the relevant party names and other information in normally formatted text to match the rest of the document.

The agreement can be signed and exchanged at the end of a project as a condition to be met before payment for the work is made. You could also use it to confirm a transfer of ownership that was previously intended but not recorded in writing, or to transfer ownership of intellectual property when joining a very early-stage startup company as a co-founder or other key position (which may also involve other agreements such as share options, vesting of shares, consulting and employment contracts).

One clause that might also be needed is a global, perpetual royalty free licence (with an ability to sub-license) for all intellectual property rights where the freelancer wants to retain ownership themselves of certain key rights (that are key to their ability to be able to trade independently), but that the company that has commissioned them to do the work require the freedom to use and commercialise such rights as they choose in the future without recourse to the freelancer.

It is important to note that some kinds of intellectual property rights have different transfer requirements. For example, where you have contractual licences of intellectual property rights then such licences will need to be novated rather than assigned. Rather than assigning only the rights to another party, novation creates a new contract as it requires the consent of all parties to replace the original party to the contract, whereas assignment doesn’t require the consent of the non-assigning party. Also, an assignment of registered IP rights should itself be registered with the appropriate regulatory authorities. For instance, an assignment of a UK registered trade mark should be registered with the UK IPO (using Form TM 16 – Application to record a change of ownership).

An assignment  must be executed as a deed (the signatures need witnessing) if there is no consideration for the assignment or it contains the grant of a power of attorney, as our example template does. This power of attorney ensures that the assignee can, itself, execute and sign any necessary documents (without the assignor’s assistance) which may be required to enable it to enjoy the full benefit of the rights assigned by the agreement. A power of attorney would therefore be useful if the assignor were to refuse to help, or become untraceable.

The assignee may also want to ask for warranties from the assignor. These will force the assignor to disclose more information about the rights being assigned, such as whether any third parties have been granted any licences to use any of the rights. The assignee may use the information to adjust the price. If the assignor doesn’t disclose relevant information against the warranties then the warranties will provide the assignee with financial compensation if a warranty is breached (damages for breach of warranty generally being calculated on a contractual basis).

We have also included in our shop another IP assignment agreement , a form of which was originally produced to give comfort to an institutional investor before making a £1 million investment in a UK startup.

DISCLAIMER: These documents may not be suitable for your circumstances and if possible we recommend you seek legal advice before using them. Jonathan Lea Limited does not take any responsibility for any events that arise as a result of your use of these documents. 

Quick Links

Legal documents.

• All Templates
• Authorizations
• Bill of Sale
• Disclaimers
• Privacy Policy

© 2023 EasyLegalDocs.com. All rights reserved.

Make your free

Intellectual Property Agreement

Worldwide Compatabilty - USA, Canada, UK & Australia etc. Read our disclaimer. " class="info-cursor border-0 bg-transparent ms-1 p-0" data-bs-original-title="assignment of ip rights template" title="assignment of ip rights template">

Download for Word (.doc) or Adobe (.pdf).

Found this useful? Share it!

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.

Did you find this helpful?

Share Your Feedback

How can we improve your experience? Please share your feedback with us.

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.

Create Your Free Intellectual Property Agreement Online

Or choose a file format:

Looking for Something Else?

There are plenty of templates to choose from, and we're adding more each week!

Lease Assignment Agreement

A Lease Assignment Agreement or Assignment of Lease is a legally binding contract...

Whistleblowing Protection Policy

These days, transparency and accountability are more important than ever. When wr...

Arbitration Agreement

An arbitration agreement is a legal contract between two parties that agree to re...

Unpaid Wages Demand Letter

In the U.S., Federal and state laws protect employees from unpaid wages, and simi...

Personal Property Demand Letter

A personal property demand letter provides an official means to get your property...

Sale of Goods Agreement

This article explores Sale of Goods Agreements, essential contracts in business t...

Create your free Intellectual Property Agreement today using our online editor. Print or download your document in minutes!

License Summary

Our free-for-all license means that all our legal templates and documents are 100% free to use.

• Free access to all templates and documents, for both commercial and non-commercial use.
• Keep, edit, re-brand, and modify the legal documents without any restrictions.
• No need for attribution — though it's appreciated to help our community grow!

Restrictions apply:

• Reselling or redistributing our templates or documents as your own is not allowed.
• Our documents should not replace professional legal advice.

Like what you see? Share this with your friends!

Or copy link

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..

RELATED RESOURCES:

Explore the comprehensive list of agreements every business needs, access here

Our templates are 100% customizable, follow these steps

Find other related templates

ACHIEVE MORE: 30,000+ customers leverage Revv to drive business growth and you can too!

Transform technology services with document workflow automation, take the tour

Streamline and optimize the agreement workflows with Revv! Start now

Related Templates

Mutual Non-Disclosure Agreement (Partnership)

Here's a Mutual Non-Disclosure Agreement that sets out the terms and conditiosn between both the Parties

Source Code License Agreement

An agreement for licensing source code of a software from a company for use by another company. Here's a custom made agreement for you.

Accounting Services Agreement

Hiring Accounting services is very wise unless you secure your association with a comprehensive and well drafted agreement. Let our template take care of that. Download this service level agreement for accounting services, it has everything you will need.

Cyber Security Agreement

Drafting legal documents is now easier than ever! Here’s our cybersecurity agreement sample that will assist you in simplifying the documentation process. Check out our templates for your reference.

Information Confidentiality Agreement

A confidentiality agreement has to be drafted with utmost care stating the reasons thereof. Here’s our simple confidentiality agreement template that you can refer to for drafting your document.

Mutual Non-Disclosure Agreement

Privacy Concerns bothering you? Do not let that overpower your efficiency and peace. Give this NDA a try and see if it can address the security of your disclosures.

Joint Partnership Agreement

A joint agreement signifies the legality of a partnership. Check out our joint venture partnership agreement that makes your business partnership effortless and easy. Download now!

Clinical Trial Agreement

Still worrying how to outline your clinical trial and proceed to your next breakthrough? Join us with our virtuously designed Clinical Trial Templates

Consulting Agreement

Are you a Consulting firm looking for a comprehensive agreement then do check out this Consulting Agreement Template.

Master SaaS and Services Agreement

Drafting SAAS contract template requires an in depth knowledge of SAAS services. Check out this template that is comprehensive and is legally vetted to make sure you receive the best.

Electrical Services Agreement

Here's an agreement between an electrical service provider company and a client for installation/maintenance service in client's premise

Material Supply Agreement

Our material supply contract template will help you manage your materials business with utmost efficiency and ease. Check out our legally vetted templates on Revv!

• Need Help? Get Support
• Login/Register

Intellectual Property Assignment Agreement

Templates / Intellectual Property Assignment Agreement

Our Intellectual Property Assignment template:

• Easily create an Intellectual Property Assignment
• Specialist Solicitor-drafted assignment template for reliability
• Customise to your requirements
• Full guidance notes included for easy drafting
• Our money-back satisfaction guarantee

--> "Excellent service and very quick response to my questions. Documents are easy to understand."

How Does It Work?

• 1. Download

Our Intellectual Property Assignment has been drafted so that it covers all types of Intellectual Property (IP). The Intellectual Property Assignment (often called an IP Assignment) agreement enables you to transfer intellectual property easily from one party to another.

You can use this agreement template to transfer the following types of intellectual property rights:

• Trademarks;
• Design Rights; and / or

If you want to transfer know-how or confidential information along with the IP rights, then we recommend that you use our Technology Transfer Agreement , instead of this IP Assignment. When you only need to cover trademarks, then you may prefer our Trademark Assignment , as it is:

• more to the point and
• covers in more detail what you need to do to register the assignment of a registered trademark with the IPO .

If you only want to sell or transfer copyright material, then use our Copyright Assignment .

For patents only, use our Patent Assignment . Similarly just for design rights try our template Design Right Assignment .

When to Use an Intellectual Property Assignment Agreement

The intellectual property laws existing here in the UK state that if you have created artwork, music, written works, discoveries, inventions, symbols, etc, you have exclusive rights to them. This is the case unless you create the IP in question in your capacity as an employee of a company. In that case, the employer owns the intellectual property.

As the owner of intellectual property rights, you may want to transfer those rights to another party. If you are transferring IP rights in return for a monetary payment, then you are deemed to be assigning those rights. If, however, you are transferring the IP for no monetary payment, then you are deemed to be transferring the rights.

In both cases it is necessary to document the transfer in writing. Use our IP Assignment template to do this.

Using our IP Assignment Template

An IP specialist UK solicitor has drafted our template, so that it is legally binding in England, Scotland and Wales. You can purchase our documents knowing that they are easy to use and great value for money.

You may hire a consultant or freelancer to create new ideas or products. When you have them sign an Assignment of Intellectual Property, then you are transferring the IP from them to you.

It will state that any ideas or products from them will become the intellectual property of your business, instead of the consultant. It eliminates the possibility that the consultant could use the idea or product to reproduce it or sell it to another company.

Although you will find the document includes some legal terminology, it will be easy for you and the other party to understand. The guide that comes with the template explains each clause and terminology as you go along, so it is very easy to use. Download the template to your computer, and you can begin filling it out right away.

Need Help With This IP Assignment Template?

Whatever questions you have regarding this intellectual property assignment template, we are here to help you . Our team of customer support advisers cannot provide legal advice, but they can advise you on using this agreement. For example, whether this or another agreement template is right for you. We can also answer any questions that you have when you get to completing the IP assignment agreement.

FAQs on Intellectual Property Assignments

Below, we answer many of the top questions about IP assignments from the Internet.

How do you transfer intellectual property?

If you wish to transfer Intellectual Property or “IP” to another party, you will need a legal agreement known as an assignment. An assignment of intellectual property gives the party to whom the rights are being transferred full rights of ownership over the intellectual property. The agreement should include all the relevant details about the transfer itself, and list all the IP that the owner is selling. At Legalo, we have such an assignment, which you can use, safe in the knowledge that we have covered all legal eventualities.

Once you have the agreement in place, any IP that is registered needs 1 more step. You need to notify the registry that the ownership has changed. In the UK, this means the Intellectual Property Office.  This step applies in particular to:

• patents (they are always registered)
• registered trademarks (only some trademarks are registered); and
• registered design rights (only some design rights are registered).

What is an assignment of IP rights UK?

An assignment of IP rights is a legal transfer of ownership of intellectual property from one party (the assignor) to another party (the assignee). You do this through a written agreement outlining the terms of the transfer, along with any price or royalties involved. It results in the complete transfer of all rights, title, and interest in the IP, allowing the assignee to become the new owner. The assignment is typically covered in a written agreement that specifies the details of the transfer, including:

• the IP involved, and
• any price for the IP.

For any registered IP, such as a registered trade mark or patent, following the assignment, the owner would apply to the registry to have the assignment of the trade mark or patent noted, so it is clear who the new owner is.

Is an assignment a transfer of ownership?

Yes, an assignment is a legal mechanism for the transfer of ownership, so it means the sale of the IP in this context. An assignment of IP involves the transfer of all rights, title, and interest in the IP from one party to another. You use the assignment agreement to set out the terms of the transaction and provide evidence of the sale of the IP.

Does an assignment of IP need to be in writing?

Yes, an assignment of intellectual property generally needs to be in writing to be legally enforceable. In many jurisdictions, including the UK, a written agreement is necessary to transfer ownership rights. A written assignment agreement provides clarity on the details of the transfer, such as the type of IP, the rights being transferred, and any price or other conditions. For any IP that is registered, the written agreement is a precursor to advising the registry that the ownership has changed. If the IP is not registered, the written agreement would serve as the only proof of the new ownership, so is very important.

What are the key components of an IP assignment? What is an example of an intellectual property assignment agreement?

An example of an intellectual property assignment agreement is a legal document that facilitates the transfer of intellectual property rights from one party to another. It includes details such as:

• the identification of the intellectual property that the owner is assigning,
• the parties involved,
• the scope of rights being transferred,
• the consideration or payment terms (for example, royalties),
• the date on which the agreement comes into effect, and
• any warranties or representations.

The agreement may also address confidentiality, dispute resolution, and governing law provisions.

What is an IP transfer agreement?

An IP transfer agreement, also known as an intellectual property assignment, is a legal document that transfers ownership of intellectual property rights from one party to another. It sets out the terms of the transfer. Having a written agreement:

• ensures that the parties properly transfer the ownership and rights to the intellectual property to the recipient,
• protecting the parties’ interests,
• allowing the new owner to be registered as the owner of the IP, if it is registered IP, and
• enabling them to exploit or use the IP as agreed upon.

What is an example of intellectual property? What is intellectual property and list 4 examples? What are 3 different examples of intellectual property?

Intellectual property is an asset or right created by the law and often it is not a physical asset, but it might have an associated, physical form in some cases. For example, copyright is the intellectual property in a book, but it is not the book itself. It is the legal protection that the law gives to the author’s rights in the book. Examples of different types of intellectual property are:

• design rights,
• trademarks.

Owners can use these rights to protect all sorts of property, such as logos, software, plant varieties, chemical formulae, inventions, books, music and lyrics.

What is the difference between a patent, a copyright, and a trademark?

While patents, copyrights, and trademarks all fall under the umbrella of intellectual property protection, they each correspond to different types of creations and create distinct legal rights. Here is a basic description of the three most common types of IP protection:

• A patent protects new inventions or processes and grants the inventor exclusive rights to make, use, and sell the invention for a limited time. You must register a patent in order to gain the legal protection.
• Copyright protects original artistic and literary works, and the creative industries naturally use it the most. It gives the creator exclusive rights to reproduce, distribute, perform, or display works based on the original creation and typically lasts for the creator’s lifetime plus a certain number of years (70 in the UK, but it varies in other countries). You cannot register copyright in the UK, but in some other countries you can register copyright.
• A trademark protects unique brand or product names, logos, strap-lines, symbols, and other clear indicators of a company, service or product. It allows the owner of the brand to prevent others from using it themselves, avoiding misunderstandings and smeared reputations in the eyes of the consumer. It avoids competitors trading off your good reputation by pretending to be your brand. In the UK, there are both registered and unregistered trademarks, so registration is possible but optional.

Is an assignment of intellectual property a licence?

An assignment is not the same as a licence. An assignment of intellectual property transfers the ownership of the IP from one owner (maybe the inventor or author) to someone else. Often the buyer pays a one-off price for this purchase of the IP rights.

A licence is:

• merely permission from the owner for someone to use the rights in some way (dependant on what the owner permits),
• often on a short-term basis,
• usually in return for the payment of an on-going royalty,
• but the rights remain owned by the owner.

What is the difference between IP ownership and assignment?

IP ownership refers to the legal status of being the rightful owner of intellectual property. This means having exclusive rights and control over its use. On the other hand, IP assignment is the act of transferring (i.e. selling) ownership rights from one party to another. So ownership refers to the current status of owning IP rights, while assignment is the process of transferring those rights to another party.

What is the difference between transfer and assignment of intellectual property rights?

You can use the terms “transfer” and “assignment” interchangeably. They both mean the transfer or sale of rights from one party to another.

Do you need consideration for assignment of IP?

In the UK, the law requires consideration (i.e. something of value that the parties exchange – the price) to make an intellectual property assignment legally valid, unless the parties sign the contract as a “deed”. Consideration can take the form of monetary payment, royalties or licensing fees, exchange of services or assets, or equity or shares in a company. If you sign the contract as a deed, then there is no need to prove there was any consideration for the transfer of the IP.

Can you use someone else’s intellectual property?

Using someone’s intellectual property without the proper permission can lead to legal liability, such as claims of copyright infringement or trademark violations. So it is important to make sure you have authorisation before doing so. However, there are some situations where the law protects you from legal action when using someone’s intellectual property in a minor way, such as:

• Fair Use. This allows use of IP for the purposes of commentary, criticism, education, or research. This is provided that your creation derived from the IP is deemed to be substantively different. So, for example, you can write a review of a book and include short quotes from it. But you cannot copy large passages of it.
• Parody and Satire. Satirising IP can fall under the umbrella of ‘fair use’, so long as it meets the same set of criteria.
• Public Domain. Once the limited time for which the law protected an item of IP has expired, the IP falls into the public domain. Then anyone can freely use it. A creator can also place their own IP into the public domain before its copyright expires. So for example, Charles Dickens wrote his novels and then died a long time ago. The copyright in them has long since expired. So anyone can copy and republish his books now.
• Creative Common Licences.  Some creators license their work to allow others to use it free of charge for, or in, their own creations. Sometimes this permission is subject to certain limitations.

• Related Templates Technology Transfer Agreement Trademark Assignment Copyright Assignment Design Right Assignment Agreement Patent Assignment

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!

Already a premium member?  Sign in

• Microsoft Word
• , Google Docs
• , Apple Pages

You may also like

10+ Education Agreement Template Bundle

10+ Construction Agreement Template Bundle

70+ Partnership Agreement Template Bundle

10+ Payment Agreement Template Bundle

50+ Business Agreement Template Bundle

100+ Ultimate Agreement Template Bundle

20+ Construction Non-Disclosure Agreement (NDA) Template Bundle

Transport and Logistics Intellectual Property Assignment Agreement Template

Intellectual Property Assignment Template

IT Business Intellectual Property Rights Agreement Template

School Staff Intellectual Property Rights Agreement Template

Intellectual Property Advertising Agreement Template

Digital Marketing Agency Intellectual Property Agreement Template

IT Intellectual Property Collaboration Agreement Template

IT Services Intellectual Property Agreement Template

IT R&D Intellectual Property Agreement Template

Guide for Buying & Selling Intellectual Property Template

Construction Intellectual Property Non-Disclosure Agreement

Nonprofit Organization Copyright Assignment Agreement Template

Sample Technology Assignment Agreement Template

Deed of Sale and Assignment Lease Template

Lease Assignment Agreement Template

Assignment Agreement Template

Printable Assignment of Deed of Trust Template

Guarantee Assignment and Postponement of Claim Template

Copyright Assignment Template

Trademark Assignment Template

Domain Name Assignment Agreement Template

Assignment of a Claim for Damages Template

Industrial Design Assignment Agreement Template

Assignment of Assets Template

Patent Assignment Template

Technology Assignment Agreement Template

Assignment for Deed Template

Publicity Rights Advertising Agreement Template

Marketing Content Rights NDA Template

Board Resolution Approving Rights Offering Template

IT Property Lease Agreement Template

Basic Property Management Agreement Template

Property Equity Share Agreement Template

Property Agreement Template

Property Storage Agreement Template

Property Sharing Agreement Template

Lend Property Agreement Template

Property Co Ownership Agreement Template

Property Ownership Agreement Template

Property Relationship Agreement Template

Cohabitation Property Agreement Template

Rent To Own Property Agreement Template

Property And Equipment Lease Agreement Template

Intellectual Property Disclaimer: Guide, Template & Examples

Protecting your online business starts with knowing your rights. For instance, without an intellectual property disclaimer, you’re putting your content at risk of unauthorized use.

An intellectual property disclaimer is a legal statement that clarifies the rights you reserve over the original content you’ve created.

This type of disclaimer explicitly states the ownership and limitations on the use of your intellectual assets. By doing so, it also delineates the scope of rights held by others, particularly in how they may or may not use your copyrighted work.

So, how do you use it to protect your business? That’s what we’ll talk about below.

• An intellectual property disclaimer protects your original content and online assets. Define ownership, limitations on use, and how you’ll enforce your rights.
• Place it strategically on your website, such as in the footer, Terms and Conditions page, or individual pages.
• You can use a disclaimer template or generator to create your intellectual property disclaimer. Adapt it to fit your business, but always prioritize clarity and comprehensiveness.

Table of Contents

PRO TIP: Take the hassle of writing your own disclaimer away with our disclaimer generator trusted by over 200,000 businesses. It’ll save you hours of work and possible costly legal mistakes.

Who Needs an Intellectual Property Disclaimer?

Virtually any entity creating and sharing content online needs an intellectual property rights disclaimer to ensure their creative and digital assets are protected by copyright laws. Some examples include:

Online Content Creators

If you’re a social media influencer, you’re constantly creating content that could easily be copied or shared without permission. Since it lets you define how others can use your work, an intellectual property disclaimer is your best friend here.

With one, you get to protect your creative output under copyright laws while you share your insights and stories with the world.

E-commerce Stores

Running an online store? Every product description, image, and unique design you create can be key to your brand’s identity and success.

An intellectual property disclaimer guarantees your original content stays just that—original. It sets clear boundaries on how others can use your materials, helping protect your hard work from being misused or copied without your consent.

Software Developers

Crafting code is an art, and your innovations deserve protection. An intellectual property disclaimer safeguards your applications, ensuring your hard work isn’t redistributed or tampered with without your approval.

Educational Institutions and e-Learning Platforms

Do you manage or create content for educational institutions or e-learning platforms? Your courses and educational materials are valuable intellectual properties.

Having a disclaimer helps preserve the integrity of your offerings. It’s essential for maintaining the educational quality and originality you’ve worked hard to establish.

Digital Art and Photography Websites

For digital artists or photographers showcasing their work online, their unique creations are their signature. This is why an intellectual property disclaimer is a must.

Such a disclaimer spells out how others can interact with their work. In turn, they can share their vision with the world while keeping their rights secure.

Why Do You Need an Intellectual Property Disclaimer for Your Website?

You need an intellectual property disclaimer to state the intellectual property rights reserved for the ownership of your work and the terms of its use to prevent copyright infringement. This way, you communicate and legally uphold your proprietary rights.

That said, it’s important to note that an intellectual property disclaimer is broader than a copyright disclaimer .

The former covers all forms of intellectual property, including patents, trademarks, and trade secrets. In comparison, you would use a copyright disclaimer specifically to address the copyright aspect of your creations.

While both types of disclaimers protect ownership of your work, an intellectual property disclaimer is essential for comprehensive protection.

If your website features various types of intellectual property, you might need a copyright disclaimer, too. However, it should be part of a larger strategy that includes a more comprehensive intellectual property disclaimer.

10 Key Components of an Intellectual Property Disclaimer

Understanding the components of a copyright disclaimer and other intellectual property disclaimers will help you safeguard your work against misuse. Here’s what to include to ensure your creations are protected across all fronts:

1. Definition of Intellectual Property

This first step is about making sure everyone is on the same page. Basically, it is where you lay the groundwork for understanding exactly what falls under the protection of your disclaimer.

Here, you specify what constitutes intellectual property for your particular content or creations. This could be anything from written articles and blogs to software, graphics, and even unique business methods.

PRO TIP: When you choose to include a detailed definition of intellectual property, there will be no confusion about what is protected under the law. This helps prevent potential disputes.

2. Scope of Use

This component of an intellectual property disclaimer statement defines the boundaries within which others can use your content. This is where you say whether your work can be shared, modified, or used commercially.

Including this in your disclaimer acts not just as a copyright notice but also as a safeguard that’s comprehensive enough to protect your content without overly restricting its legitimate use.

For example, incorporating a fair use disclaimer can clarify situations where fair use of intellectual property is permissible, such as for educational or review purposes.

This balance protects your rights while respecting users’ legal allowances, creating a clear framework for how your intellectual property can be used by others respectfully and legally.

3. Ownership Assertion

This part is where you explicitly state your claim as the copyright owner. To do this, you can add a copyright symbol ©, followed by the year of first publication and the name of the copyright owner.

Take a look at Pahoti Wellness ’ disclaimer to see what that can look like:

This simple step powerfully affirms your legal ownership and serves as a clear indicator of your rights. It helps users recognize your copyright immediately upon viewing your content.

When users see this, they not only understand who owns the work but also acknowledge and agree to be bound by the terms you’ve set forth regarding the use of your intellectual property.

This acknowledgment is a fundamental legal safeguard that strengthens your position against unauthorized use and potential copyright infringement.

4. Limitation of Liability

This clause typically states you are not liable for damage of any kind that may result from using your site or its content.

This includes specifying that you do not guarantee the fitness for a particular purpose of the information provided, which can be critical if someone relies on your content for specific decisions or actions.

Including this component is crucial as it also covers instances involving third-party content that might appear on your site, whether through links, guest posts, or embedded media.

PRO TIP: Add a for informational purposes only disclaimer to clarify that content is not legal or professional advice. This protects you legally and sets clear user expectations.

5. Prohibited Uses

This section of your disclaimer is where you lay down the law and outline what users cannot do with your content. Specifying the rights you retain over your content helps prevent misuse and unauthorized modifications.

Online content may be easily accessible and susceptible to misuse. But when you clearly define prohibited actions (unauthorized selling, redistribution, or creation of derivative works), you safeguard your intellectual property from potential exploitation.

Here’s how Geneva Lab put that into words in its Terms of Use:

This clear communication not only helps enforce the store’s legal rights but also educates users on the boundaries of fair use.

6. Permission for Use

This section details how users can legally use copyrighted content or materials from your site.

It explains the process for obtaining express permission—often requiring written permission—to go beyond the general usage outlined in your intellectual property disclaimer.

It also specifies what is allowed under certain licenses, such as Creative Commons , and may include stipulations like signing an intellectual property non-disclosure agreement for more sensitive content.

This clarity ensures users adhere to your terms and conditions, including but not limited to permissible and prohibited scenarios you’ve outlined.

PRO TIP: Always require written agreements for extensive use to protect your content. Detail the scope of permissible use to avoid legal issues.

7. Modification Rights

Here is where you specify who has the authority to alter your content and under what circumstances. It lets users know that any modifications to your intellectual property, whether updates or corrections are made only with proper oversight.

Adding this section prevents unauthorized alterations that could misrepresent your original content or harm your brand. This component often includes a clause that you may update or modify the terms without prior notice.

8. Attribution Requirements

When it comes to others’ use of copyrighted materials, your disclaimer should outline how and when users must credit you.

Whether they redistribute, modify, or otherwise use your work, proper attribution must be given as specified. This shows respect and acknowledgment of the rights of any person who created or owns content, in line with internal copyright laws.

For example, Google says this about the use of its Cloud Translation API :

The document outlines how websites should name the Cloud Translation API, adopt specific branding elements, and display translation results if they wish to use the API. 

9. Enforcement of Rights

Through this section of your disclaimer, you clarify that the content owner (you) reserves the right to enforce their intellectual property against unauthorized use. This includes taking legal action in accordance with copyright laws and regulations, as well as other applicable laws to protect their work.

Essentially, it serves as a warning that the owner is proactive about defending their rights. It references the copyright disclaimer under Section 107 of the Copyright Act .

This addresses fair use considerations and highlights the owner’s commitment to upholding not only their rights but also respecting the intellectual property rights of others.

10. Contact Information

This section provides the necessary details for users to reach out if they have questions or need permissions related to your content. It typically includes an email address, phone number, or even a physical mailing address.

Here’s an excellent example from Lockheed Martin Corporation :

Having this information readily available makes it effortless for Lockheed Martin Corporation and its users to communicate. This way, they can address any inquiries or issues regarding intellectual property directly and efficiently.

How Do You Write an Intellectual Property Disclaimer for Your Business?

A disclaimer helps to protect intellectual property. Here’s a step-by-step guide to help you create an effective one tailored to your business’s unique needs.

Step 1: Identify Your Intellectual Property

Start by identifying all the types of content you produce that need protection, such as articles, images, software, and designs. Knowing what needs protection will guide the structure of your disclaimer.

Step 2: Define the Scope of Use

Clarify what users can and cannot do with your intellectual property. This includes whether they can reproduce, modify, or distribute your content and under what conditions.

Step 3: Assert Ownership

Include a statement that asserts your ownership of the content. Use a simple copyright disclaimer to reinforce this, typically involving the copyright symbol, the year of creation, and your name or business name.

Step 4: Detail Prohibited Uses

Specify any restrictions on how your content cannot be used. This helps prevent misuse and ensures users understand their boundaries.

Step 5: Set Permissions

Outline how users can obtain permission to use your content beyond the scope outlined. Include details on whom they should contact and any conditions or fees that may apply.

Step 6: Include Attribution Requirements

Specify how and when users must credit you or your business when using your intellectual property. This includes any specific wording or links they must use.

Step 7: State Limitations of Liability

Clarify that you are not liable for how users might use your content and any consequences of that use. This protects you from legal actions related to misuse of your content.

Step 8: Outline Enforcement Measures

Explain how you will enforce your rights and the actions you will take against unauthorized use or infringement.

Step 9: Provide Contact Information

Lastly, make sure users know how to reach you if they have questions about your intellectual property rights or need to request permissions.

PRO TIP: Consider using an intellectual property disclaimer generator to simplify the process. These tools can help your disclaimer cover all legal bases and tailor it to your specific business needs.

Where To Display an Intellectual Property Disclaimer

Display your intellectual property disclaimer where it can be easily accessed before users interact with your content. For example, consider including a disclaimer in the following strategic locations:

• Website Footer: A common practice is to put a copyright notice in the website footer, where it can be seen on every page.
• Terms and Conditions Page: Integrating the disclaimer with other legal information in the Terms and Conditions ensures that users are aware of their rights and responsibilities.
• About Us Page: When you display a copyright disclaimer on this page, you provide context for your intellectual property policies alongside your business’s backstory.
• Download or Signup Pages: If your site involves downloads or user registrations, this is a crucial spot to copy and paste a copyright disclaimer so users agree to your terms before using your services.
• Contact Page: While less common, adding a disclaimer on this page can remind users of intellectual property rules before they reach out for permissions or partnerships.

Intellectual Property Disclaimer Examples You Can Learn From

Want to see how other businesses protect their intellectual property? Take a look at these intellectual property and copyright disclaimer examples:

1. The BFH Garage

The BFH Garage is a YouTube channel known for its in-depth automotive repair tutorials, custom builds, and reviews of car maintenance products.

Through their video descriptions, they have implemented a short but straightforward intellectual property disclaimer:

This disclaimer is effective because it explicitly asserts ownership of all content and sets strictly prohibited uses by requiring prior written consent for any use beyond personal viewing.

It outlines the scope and permissions clearly, which helps protect the channel’s unique content while informing viewers of their limitations.

2. Isla Pearls

Isla Pearls is an eCommerce store specializing in selling unique pearl jewelry, offering a range of beautifully crafted pieces.

The store effectively uses an intellectual property disclaimer on a dedicated page to clarify ownership and use restrictions of its content and designs:

This example effectively outlines the scope of their intellectual property, clearly states ownership, and establishes a strong stance against unauthorized use.

Additionally, it even includes a call to action for those who believe their content has been used without permission.

3. BairesDev

As a leading software development company delivering end-to-end tech solutions, it’s important for BairesDev to protect its intellectual property.

As such, you’ll see this in its Terms and Conditions page:

This is an excellent example of a copyright disclaimer because it effectively demonstrates an understanding of copyright law and its application to digital content.

By clearly outlining permitted and prohibited uses, BairesDev establishes a strong foundation for protecting its software and content.

4. Edpuzzle

Edpuzzle is an online platform that allows educators to create and share interactive video lessons. As an educational institution and content creator, Edpuzzle heavily relies on intellectual property to deliver its services.

Here’s a snippet of its intellectual property disclaimer:

This comprehensive approach, coupled with a strong warning about the consequences of infringement, effectively safeguards Edpuzzle’s intellectual property. This makes it a prime example of how educational institutions can protect their valuable content online.

5. Miranda Kelton

Photographer Miranda Kelton’s website disclaimer, located within her Terms of Use page, showcases a unique approach.

While it doesn’t explicitly outline limitations on use or reserve rights, it emphasizes respect for intellectual property and outlines consequences for infringement. What’s more, it provides a clear process for reporting copyright violations.

This demonstrates an understanding of the broader legal landscape surrounding intellectual property and highlights the importance of responsible use.

Sample Intellectual Property Disclaimer Template

This sample intellectual property disclaimer template is intended as an initial framework for developing your own disclaimer for your website.

While it covers the basic elements, it’s essential to adapt and refine the content to match your particular circumstances and address any specific legal considerations.

Take your time to personalize the disclaimer to ensure it fully aligns with your unique needs and provides the necessary legal protection.

Frequently Asked Questions

Do i need different intellectual property disclaimers for my website and products.

Yes, you may need different disclaimers for your website and products to address specific rights and usage terms for each. Tailoring them ensures comprehensive protection.

Should I include an intellectual property disclaimer in my Terms of Service?

Yes, including an intellectual property disclaimer in your Terms of Service is advisable. It clarifies usage rights and enhances legal protection.

How often should I update my intellectual property disclaimer?

Update your intellectual property disclaimer regularly, especially as laws change or when you introduce new content or services.

Can an intellectual property disclaimer prevent unauthorized use of my logos and trademarks?

An intellectual property disclaimer can deter unauthorized use by clearly stating rights, but it cannot prevent all infringements alone.

Is an intellectual property disclaimer legally binding?

Any legal disclaimer, including an intellectual property disclaimer, is generally legally binding if properly drafted and displayed.

• Acceptable use policy generator
• Cookie policy generator
• Cookie consent banner plugin
• DMCA policy generator
• Disclaimer generator
• DSAR form generator
• Guest post agreement generator
• Privacy policy generator
• Refund policy generator
• Terms and conditions generator
• Perks and benefits
• Legal glossary
• Terms and privacy
• Partnerships

The University of Chicago The Law School

Kirkland & ellis corporate lab clinic—significant achievements for 2023-24.

Founded in 2009, the Kirkland & Ellis Corporate Lab (the “Lab”) provides students with “real-world” experience and context to prepare them to become well-rounded attorneys with sound knowledge and judgment.

Lab students undertake a wide variety of assignments from the legal and business teams of significant publicly traded and privately held corporations, many of which are household names. Through this work and through classroom instruction, students in the Lab acquire the necessary legal and interpersonal skills and knowledge to excel in their future legal practice.

During the 2023-2024 academic year, Lab students successfully completed in excess of 100 projects for more than thirty largely publicly traded companies across a wide range of legal disciplines—e.g., contract drafting and corporate transactions, labor and employment, intellectual property and copyright, artificial intelligence, litigation risk assessment, and legal research. Specific examples include the following:

Contract Drafting and Corporate Transactions

• Drafting of template agreements on behalf of a global consulting firm;
• Revision of standard license agreements to address AI concerns for multinational software development company;
• Preparation of a cease-and-desist letter for a sports agency;
• Preparation of risk factor section of 10-K for a global specialty retailer’s 10-K;
• Detailed analysis of master terms and conditions for a national retailer, and resulting revision of same;
• Preparation of data and retention policy for an investment advisory firm;
• Preparation of code of conduct and code of ethics for financial services firm re compliance with recent Canadian labor legislation;
• Presentation to leadership team of global consulting firm re the European Union’s Whistleblower Directive;
• Board presentation to a multinational computer and information technology company addressing the European Union’s Digital Operational Resilience Act;
• Presentation to the Board of a national logistics company addressing director duties; and
• Presentation to an international specialty retailer addressing the legal consequences of implementing session replay technology and detailing modifications to privacy policy and popup banners to ensure compliance.

Labor and Employment

• Preparation of employment agreements and stock option and stock grant terms for multiple Booth New Venture clients;
• Revision of employee manual for global telecom company; and
• Presentation to the legal department of a national logistics company detailing OSHA violations and factors informing calculation of fines.

Intellectual Property and Copyright

• Memorandum assessing the current and potential future states of IP protection afforded to AI-generated work product;
• Guidance memoranda to several startup companies on the difference between copyrights, trademarks and trade secrets, and which categories of protectability their IP portfolios fall under; and
• FAQ and quick reference guide on the NCAA’s name, image and likeness rules for a sports agency to distribute to its clients.

Litigation Risk Assessment

• Review of commercial contracts and related communications for multiple publicly traded companies to address likely litigation success.

Artificial Intelligence

• Preparation of draft generative AI legal terms for subsidiary of a global consulting firm; and
• Presentation to the legal department of a global telecom company re ethical issues in popular, open-source datasets used for training AI models.

Legal Research

• Research memorandum for a multinational computer and information technology company exploring copyright of algorithm terms;
• Research memorandum for knowledge management team of global law firm re “assignment by operation of law” provision in reverse triangular mergers across multiple states;
• Research memorandum for a global consulting firm addressing the enforceability of contingent fee agreements under laws of various states;
• Research memorandum for a multinational food company re compliance with food and drug laws in the United States and the European Union;
• Memorandum to a multinational IT services provider discussing key contract terms related to generative AI;
• Memorandum to a multinational financial services provider researching data and document retention, which resulted in a drafted outline of corporate policy;
• Research memorandum to global telecom company re SEC swap rules Memorandum to a global leader in business and financial information comparing SEC swap rules;
• Research memorandum for a national sporting goods retailer regarding compliance with ESG regulations;
• Research memorandum for a global footwear and apparel retailer re compliance with the Central America-Dominican Republic Free Trade Agreement;
• Research memorandum for medical device company re compliance with advertising regulations in the United States, United Kingdom, and Spain;
• Memoranda to multiple clients discussing data privacy laws in the European Union, Asia-Pacific, and Latin America;
• Memorandum to a multinational technology corporation addressing current and proposed legislation in the United States and multiple foreign jurisdictions re launch and disposal of satellites;
• Research memorandum for multinational healthcare and consumer goods manufacturer assessing the risk of omni-channel distribution of professional products that reach consumers;
• Research memorandum for a global professional services company exploring the implications of the Regional Internet Registries’ promulgated guidelines on IP addresses; and
• Research memorandum for an energy infrastructure startup exploring the regulatory landscape of Texas’s energy regulation.

Included in the Lab’s client roster are the following:

• Academy Sports + Outdoors
• A.T. Kearney
• Base Power Company
• Jones Lang LaSalle
• Kirkland & Ellis
• Koch Industries
• Kraft Heinz
• The Motley Fool
• NSi Insurance Group
• Owens Corning
• Schneider National
• Ulta Beauty
• Unison Risk Advisors
• Vayner Sports
• Victoria’s Secret
• WEC Energy Group

The Lab also worked with more than twenty entrepreneurs on an individual basis and through an ongoing collaboration with the Booth School’s New Venture Challenge and Social New Venture Challenge. Specific assignments included the following:

• Instruction to Booth students on options for entity formation, stock grants and options, and required organizational documents; and
• Preparation of employment agreements, non-disclosure agreements, founders’ agreements, and other documents for launching a startup business.

Beyond the essential clinic training, the Lab hosts an ongoing speaker series throughout the year that brings to campus experienced practitioners, business leaders, and other esteemed guests to discuss topical business and legal issues, substantive areas of law, and other topics of interest to the speakers and students. Recent speakers have included senior executives from Amazon, Coinbase, Google, IBM, the Illinois Gaming Board, Meijer Microsoft, Victoria’s Secret, WTW and partners from Kirkland & Ellis, Cleary Gottlieb, Dechert, Morgan Lewis, and Sidley.

Other enrichment activities include our cross-border negotiation training exercises with the law schools of Tel Aviv University and Reichman University.