Intellectual property
IP assignment agreement
The paper that moves ownership of created work from the person who made it to somebody else. It identifies what is being assigned — code, designs, drawings, text, marks, inventions — states that ownership passes, and usually carries promises from the assignor that they actually owned it and that nobody else has a claim. Some rights cannot be assigned in every legal system, moral rights among them, so papers of this kind often deal with those separately by waiver or consent.
- In the catalogue
- Intellectual property
- Where it can live
- Any of the 184 governing laws
Who uses one
- Companies taking ownership of work made by contractors or founders.
- Buyers of a product, a brand or a codebase.
- Anyone tidying up ownership before a fundraise or a sale.
What you are deciding
- Exactly what is being assigned, described so it can be identified
- Whether future work is included, and how
- The date from which ownership passes
- What the assignor is paid, if anything
- What the assignor promises about title and third-party claims
- How moral rights are handled where they exist
- Whether the assignor may keep using anything
- What further paperwork the assignor agrees to sign later
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2The assigned property
- 3Assignment of rights
- 4Consideration
- 5Moral rights
- 6Warranties of title
- 7Further assurance
- 8Retained rights
- 9Governing law
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- ip assignment agreement
- intellectual property assignment
- assignment of copyright
- transfer of ip
- ip transfer agreement
- deed of assignment ip
Questions people ask
- What is the difference between assigning and licensing?
- Assignment transfers ownership; a licence gives permission while ownership stays put. An assignment is usually permanent, while a licence has a scope and often an end date.
- Can future work be assigned in advance?
- Many systems allow it with clear wording, and papers of this kind often include a present assignment of future rights plus a promise to sign anything else needed. How well it works varies by jurisdiction.
- What are moral rights?
- Rights a creator keeps in some systems even after ownership moves, such as being identified as the author. Where they exist they are usually waived or consented to rather than assigned.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds