Template Guide
IP Assignment Agreement
IP assignment agreements transfer ownership of intellectual property from one party to another. Get them wrong and you may not actually own the IP you paid for. This guide covers every clause that matters.
What Is an IP Assignment Agreement and Why Is It Critical?
An IP assignment agreement is a legal document that transfers ownership of intellectual property from the assignor (creator or current owner) to the assignee (new owner). Unlike a licence, which grants permission to use IP, an assignment transfers full ownership rights. These agreements are essential in employment relationships (ensuring the company owns what employees create), contractor engagements (where IP ownership does not automatically transfer), M&A transactions, and university spinouts. Without a proper assignment, the creator retains ownership by default in most jurisdictions — even if you paid for the work.
Essential Components
Key Sections to Include
A comprehensive ip assignment agreement should cover each of these areas.
Identification of the Parties
Clearly identify the assignor and assignee with full legal names and registered addresses. For companies, include registration numbers. Ambiguity about who is transferring or receiving IP creates costly disputes.
Description of Assigned IP
Describe the IP being transferred with precision: patent numbers, application dates, trade secret descriptions, copyright works, software code, designs, and any associated know-how. Use schedules for complex portfolios.
Scope of Assignment
Specify whether the assignment is worldwide or territory-limited, perpetual or time-bound, and whether it includes future improvements or only the current IP. Broad language like "all IP" may not cover what you think it does.
Consideration and Payment Terms
State the consideration (payment) for the assignment. This can be a lump sum, royalty arrangement, or part of employment compensation. Without adequate consideration, the assignment may be unenforceable in some jurisdictions.
Warranties and Representations
The assignor should warrant that they own the IP, have the right to assign it, it does not infringe third-party rights, and there are no pending disputes. These warranties protect the assignee if problems emerge later.
Further Assurance Obligations
Include a clause requiring the assignor to execute any additional documents needed to perfect the assignment — such as patent office filings, trademark transfers, or foreign registrations. This prevents the assignor from obstructing post-agreement formalities.
Watch Out
Common Mistakes to Avoid
These pitfalls can undermine your IP protection even with the right template in place.
Assuming Employment Means Automatic Ownership
In many jurisdictions, employment alone does not guarantee the employer owns all IP created by employees. The UK Patents Act 1977 has specific rules, and contractors retain IP by default. Explicit assignment clauses are essential.
Vague Description of the IP Being Assigned
If you cannot clearly identify what was assigned, you cannot enforce the assignment. Descriptions like "all work product" may be challenged. Attach schedules listing specific patents, code repositories, design files, and documents.
Not Timestamping the Agreement and the IP
Disputes about when an assignment was executed or what the IP looked like at the time of transfer are common. Without independently verifiable timestamps, these disputes become expensive and uncertain.
Forgetting Moral Rights and Database Rights
In the UK and EU, moral rights (attribution, integrity) cannot always be assigned but can be waived. Database rights have separate rules. Failing to address these leaves gaps in what you actually receive.
Best Practices
How to Get It Right
Timestamp the IP Before Assignment
Before executing the assignment, timestamp the IP being transferred. This creates a verifiable record of what the IP was at the moment of transfer — essential for resolving any future disputes about scope.
Include IP Assignment in Every Employment Contract
Do not rely on separate agreements. Include a present-tense assignment clause ("hereby assigns") in employment and contractor contracts so assignment happens automatically as IP is created.
Conduct IP Due Diligence Before Acquisition
Before acquiring IP through purchase or M&A, verify the chain of title. Confirm every prior assignment was properly executed and that no third parties have competing claims. Gaps in the chain can invalidate your ownership.
Record the Assignment With Relevant Authorities
For patents and trademarks, record the assignment with the relevant IP office (UKIPO, USPTO, EUIPO). Unrecorded assignments may not be enforceable against third parties who acquire rights in good faith.
How immut Helps
Create Verifiable Proof of IP Ownership Transfer
immut timestamps your IP and assignment agreements on the blockchain, creating an independently verifiable chain of title that courts and investors can trust.
Timestamp the assigned IP to prove exactly what was transferred and when
Record the signed assignment agreement on the blockchain for tamper-proof proof of execution date
Build a verifiable chain of title from creator to current owner across multiple assignments
Provide investors and acquirers with blockchain-verified proof of clean IP ownership
Create evidence that is admissible in UK, EU, and US courts without relying on internal records alone
FAQ
Frequently Asked Questions
What is the difference between an IP assignment and an IP licence?
An assignment transfers ownership permanently — the assignor no longer has any rights. A licence grants permission to use the IP while the licensor retains ownership. Think of it as selling a house (assignment) versus renting it out (licence).
Do I need an IP assignment for contractors and freelancers?
Yes. In most jurisdictions, contractors and freelancers retain ownership of IP they create unless there is a written assignment agreement. This is true even if you paid for the work and specified what you wanted. Always include an IP assignment clause in contractor agreements.
Can an IP assignment be reversed?
Generally, once executed, an assignment is permanent. However, assignments can be challenged if there was no valid consideration, the assignor lacked authority, or the agreement was signed under duress. Some jurisdictions also allow reverter clauses for specific circumstances.
What makes an IP assignment agreement enforceable?
Key requirements include: written form (oral assignments of patents and trademarks are generally invalid), clear identification of the IP, adequate consideration, proper execution by authorised parties, and compliance with jurisdiction-specific requirements such as witness signatures.
How do blockchain timestamps help with IP assignments?
Blockchain timestamps prove exactly when the assignment was executed and what the IP looked like at that moment. This is invaluable in disputes about timing, scope, or whether modifications were made after the fact. The evidence is independently verifiable and court-admissible.
Ready to Protect Your IP?
A good ip assignment agreement is essential — but proving when it was created is just as important. immut gives you instant, blockchain-verified proof that stands up in court.