IP Assignment Agreement

Intellectual property is something made with the mind, for example:

• inventions
• logos
• pieces of writing

IP is possibly best known for covering literary and artistic works, which ‘belong’ to their creator.

For your company, IP means documents, databases, designs, software, symbols, company and product names, and any images you use to promote your business.

Intellectual property rights give the creator or owner the exclusive right to use the intellectual property and to earn money from it.

Even if someone has created a piece of work for you or for your business, you don’t automatically own it unless the IPRs have been transferred in full to you.

Arranging to have the rights assigned to you is something you should consider, particularly if you’ve had help from friends and family, or you're using freelancers or contractors who haven’t signed a Consultancy Agreement or Employment Agreement with you.

The person who created the IP usually owns it, although that’s not always the case.
For example:

• 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.

Let’s say a contractor or freelancer creates a logo or design for your business. They automatically own the copyright unless they (the assignor) specifically transfer it to you (the assignee). When the IP is assigned to you, you own it and you get to decide who can use it, how and when.

IP Assignment doesn’t have to be via a standalone IP Assignment Agreement, it could be covered in the Consultancy Agreement a freelancer signs with you.

There are different types of intellectual property rights including:

• patents
• copyrights
• trademarks
• industrial designs
• geographical indications
• trade secrets

There are also registered and unregistered design rights.

An Intellectual Property Assignment Agreement sets out in writing that the creator or owner of the IP is transferring the ownership (the rights, title and interests) of some specific work they create to a named person or company.

The document includes ‘warranties’, these are statements which promise that certain conditions are true. For example, one warranty might confirm that the assignor is the sole owner and therefore has the right to transfer the IPRs. If it turns out that the assignor isn’t the sole owner, then the assignee could sue the assignor who could be liable to pay damages.

Sometimes you’ll make a payment as part of the transfer. The fee could be a nominal sum or the amount originally agreed as payment for the services.

When you first start building your business, there can be a number of people working on your products and other intellectual property, such as your website, logo and designs. These might be co-founders, team members, advisors, freelancers or contractors, or even friends and family.

Even if they’re creating work that’s clearly for you or your business, it doesn’t belong to you unless the ownership has been properly and formally transferred to you in writing. When you create an IP Assignment Agreement with SeedLegals, it ensures that any work others do for you, even if it was before your company was officially incorporated, belongs solely to your company.

An IP Assignment Agreement shows a clear intention to transfer the rights to you and can help you avoid potential disputes in the future. Without this agreement, or if the IP rights aren’t assigned correctly, you could end up in an expensive legal mess, and that could make your company a worrying prospect for investors.

No employment contract?
Ask everyone who has worked on your product, idea, company designs, website, logo - everything! - to sign an IP Assignment, even if you don’t consider their contribution to be significant.

Employment contract in place?
If your worker signed an agreement (such as our Employee Agreement, Consultancy Agreement or Intern Agreement), their contracts should include terms for both non-disclosure and IP assignment. Make sure that they do! If you’ve used SeedLegals to create your contracts, our customisable templates include these terms.

Yes, if you use SeedLegals customisable templates to create contracts with your employees, consultants and interns, they include terms that cover both non-disclosure and IP assignment.

The easiest way to nail down your IP rights and protect your valuable intellectual property is to start with an Intellectual Property Assignment document template and customise it so that it’s exactly what you need.

You can start with a SeedLegals IP Assignment Agreement template and choose which terms you need. To get started, log into SeedLegals then go to Agreements. It’s fast and incredibly simple. If you need any help, chat online with our experts.

When your document is ready, send it via SeedLegals to be signed online.

Best of all, we store your documents securely for as long as you need, so you can access them again anytime. And if you need to create a new IP Assignment Agreement, you can replicate the terms you’ve used before - you don’t have to start from scratch.

When you create an IP Assignment Agreement with SeedLegals, the contract includes:

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

A Founders Agreement is like an Employment Contract between each founder and the company. It sets out the obligations they have to each other and to the business. A Founders Agreement details their roles, responsibilities, salary and working schedule, equity compensation and any restrictions that apply, such as non-compete clauses.

At SeedLegals, we recommend that all co-founders sign a Founders Agreement. There are terms about IP assignment in the Founder Agreement so there's no need for the founders to sign a separate IP Assignment document.

When you create an IP Assignment Agreement on SeedLegals, the assignor transfers the IP rights to the assignor forever.

Yes, as long as you comply with all the requirements governing intellectual property assignment and the assignment shows clear intention to transfer the IP rights to the assignee.

Yes, but our IP Assignment Agreement is governed by and construed in accordance with the laws of England and Wales. If your collaborator is resident in another country then local laws might also apply to them.