How to create an Assignment of Intellectual Property Rights

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What is an Assignment of Intellectual Property Rights?

An Assignment of Intellectual Property Rights sets out the transfer of ownership between the seller and the buyer of a company’s intellectual property.

An Assignment of Intellectual Property Rights allows the seller to get paid for the intellectual property rights and the buyer is free to commercialise (or “exploit”) the intellectual property for any purpose. Intellectual property includes patents, trade marks, designs, copyright, goodwill, and rights in know-how and confidential information (also extending to trade secrets).

An Assignment of Intellectual Property Rights grants the buyer ownership and consequently the right to use the intellectual property. For trade marks, patents, copyright, and designs, the assignment needs to be in writing in order to be effective.

Intellectual property rights are a valuable intangible asset and an integral part of brand identity. Hence, it is important for a business and its stakeholders to have a clear record about the ownership of intellectual property rights. Intellectual property rights may include patent, trade marks, designs, domain names, and (for a software business) source code and documentation about the software.

If you wish to assign intellectual property rights in the course of a working relationship, such as from an employee or consultant to the company they work for, clauses to that effect are included in our Employment Contract and Consultancy Agreement. If you have already used those documents, you may not need a separate Assignment of Intellectual Property Rights. If you are unsure, we recommend that you seek legal advice before proceeding.

Drafting notes

In this Assignment of Intellectual Property Rights, we have assumed that:

  • the rights to be assigned fall into six different categories, namely Patents, Registered Trade Marks, Unregistered Marks or Trade Names, Registered Designs, Domain Names, and Software, Source Code and Documentation;
  • the founder makes a number of warranties about the rights to be assigned, e.g. he has not previously licensed or assigned any of those rights, and he is not aware of any infringement of those rights; and
  • the founder will (at the company’s cost) take any further action required such that the ownership of the rights to be assigned is effectively transferred to the company.

In describing the rights to be assigned, please be as clear and accurate as possible. The transfer of ownership may not be effective if the description is not accurate or clear enough. If you have any uncertainties, please seek legal advice.

Key points included

  • Types of intellectual property assigned;
  • Intellectual property derived from project-based work;
  • Unregistered intellectual property rights (if any); and
  • Price of assignment.

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