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.