Category: IP
IP Assignment Agreement
Assigns intellectual property rights from an individual to a company.
When to use
Use when a founder, contractor, or employee needs to formally assign intellectual property they have created (or will create) to the company. Critical for startups at formation and before fundraising.
Template body
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Intellectual Property Assignment Agreement (this "Agreement") is entered into as of {{effective_date}} by and between {{assignor_name}} (the "Assignor") and {{company_name}} (the "Company").
1. ASSIGNMENT
For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Assignor hereby irrevocably assigns, transfers, and conveys to the Company, its successors, and assigns, all of the Assignor's right, title, and interest, worldwide, in and to the Intellectual Property identified below (the "Assigned IP"), including all copyrights, patents, trademarks, trade secrets, and other proprietary rights.
2. ASSIGNED IP
{{assigned_ip_description}}
3. FUTURE IP
{{future_ip_included}} If included, the Assignor further assigns to the Company all Intellectual Property that the Assignor creates, conceives, develops, or reduces to practice in connection with the Assignor's work for the Company during the Term, whether alone or with others, and whether or not during normal working hours.
4. CONSIDERATION
In exchange for this assignment, the Company has provided the Assignor the following consideration: {{consideration}}.
5. MORAL RIGHTS WAIVER
To the extent permitted by applicable law, the Assignor waives any moral rights or similar rights the Assignor may have in the Assigned IP, and agrees not to assert such rights against the Company or its licensees.
6. ASSIGNOR REPRESENTATIONS
The Assignor represents and warrants that:
(a) the Assignor is the sole author and owner of the Assigned IP, or has the right to assign it;
(b) the Assigned IP does not infringe any third-party rights;
(c) the Assignor has not previously assigned or licensed the Assigned IP to any third party; and
(d) the Assignor is not subject to any obligation that conflicts with this assignment.
7. FURTHER ASSURANCES
The Assignor shall, at the Company's request and expense, execute any additional documents and take any additional actions reasonably necessary to perfect, record, or enforce the Company's ownership of the Assigned IP, including executing specific patent, copyright, or trademark assignments.
8. POWER OF ATTORNEY
The Assignor irrevocably appoints the Company as the Assignor's attorney-in-fact to execute and file any documents reasonably necessary to perfect the Company's ownership of the Assigned IP if the Assignor is unavailable or fails to do so.
9. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}.
10. ENTIRE AGREEMENT
This Agreement is the entire understanding between the Parties regarding the assignment of the Assigned IP. Any amendment must be in writing.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ASSIGNOR COMPANY
{{assignor_name}} {{company_name}}
Signature: ___________________ Name: ________________________
Date: ________________________ Title: _______________________
Date: ________________________
Customizable fields (7)
{{assignor_name}} — Assignor name (text)
{{company_name}} — Company name (text)
{{effective_date}} — Effective date (date)
{{assigned_ip_description}} — Description of assigned IP (text)
{{future_ip_included}} — Include future IP created during engagement? (text)
{{consideration}} — Consideration given (text)
{{governing_law_state}} — Governing law (state) (text)