what does ip assignment mean

IP Assignment Agreement: Definition, Terms, Example

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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?

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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.

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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.

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