Free IP Assignment Agreement Template

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

CDPA 1988  ·  Patents Act 1977  ·  Trade Marks Act 1994  ·  England And Wales  ·  2026-03-10

This Intellectual Property Assignment Agreement (the "Assignment" or the "Agreement") is made on 2026-03-10 between Sophia Martin of 14 Regent Street, London, W1B 5TR (the "Assignor") and NovaTech Solutions Ltd of 7 Innovation Park, Cambridge, CB2 1TN (the "Assignee") pursuant to the founder's assignment of pre-incorporation intellectual property to the Assignee company. This Assignment satisfies the formal requirements of section 90(3) of the Copyright, Designs and Patents Act 1988, section 30 of the Patents Act 1977 and section 24 of the Trade Marks Act 1994 as an assignment in writing signed by or on behalf of the Assignor.

In this Agreement:

"Assigned IP" means the Intellectual Property Rights described in clause 2 and in any schedule hereto, including all intellectual property rights (copyright, patents, trade marks, design rights, database rights, know-how and confidential information), together with all rights, title and interest of the Assignor therein.
"Effective Date" means 2026-03-10.
"Intellectual Property Rights" or "IPR" means all intellectual property rights and all rights of a similar nature, whether registered or unregistered and whether subsisting in any jurisdiction, including: copyright (including rights in software, databases and computer-generated works); moral rights; patents and patent applications; trade marks, service marks, trade names, get-up and goodwill; registered and unregistered design rights; database rights (Copyright and Rights in Databases Regulations 1997); topography rights; rights in confidential information, know-how and trade secrets; and all rights to apply for, renew and enforce any of the foregoing.
"Moral Rights" means the rights described in Chapter IV of the CDPA 1988 (sections 77-85), including the right of paternity, right of integrity, right against false attribution and right of privacy in commissioned photographs.
"Territory" means the world.

In consideration of the Consideration set out in clause 3, and with effect from the Effective Date, the Assignor hereby assigns absolutely to the Assignee, with full title guarantee, all of the Assignor's right, title and interest (present and future) throughout the Territory and for the full term of such rights (including all extensions, renewals, revivals and reversions) in and to the Assigned IP, being:

All copyright in the software application titled "SmartTrack v1.0", including source code, object code, databases, user interface designs, technical documentation, algorithms and all related pre-existing and contemporaneous works, together with the "SmartTrack" unregistered trade mark and goodwill

The Assignment includes, without limitation: (a) the exclusive right to sue for, recover and retain damages and other remedies in respect of past, present and future infringements; (b) all income, royalties and proceeds; (c) all rights of action and remedies; and (d) all priority rights under the Paris Convention and any similar international convention.

Future rights: The Assignor hereby assigns to the Assignee all future copyright and future design rights that may arise in relation to the Assigned IP, which shall vest in the Assignee on coming into existence (operating as a present assignment of future copyright pursuant to s.91 CDPA 1988).

Registered rights: The Assigned IP includes the following registered rights: UK trade mark application 04012345 (SmartTrack, class 9). The parties shall cooperate in the recordal of this Assignment on the relevant registers (UKIPO / EUIPO / WIPO, as applicable).

In consideration for the assignment of the Assigned IP, the Assignee shall pay to the Assignor the sum of £15,000.00 (the "Assignment Fee"), exclusive of VAT (where properly chargeable). The Assignment Fee shall be paid within 30 days of the Effective Date by bank transfer to an account nominated by the Assignor. Receipt of the Assignment Fee shall be acknowledged by the Assignor in writing.

The Assignor shall, at the Assignee's reasonable cost and on the Assignee's written request, promptly do (and procure that its employees, officers, directors and contractors do) all such acts and execute all such documents as the Assignee may reasonably require in order to:

(a) perfect and give full effect to the assignment of the Assigned IP;
(b) record, register or confirm the Assignee's ownership of the Assigned IP at the UK Intellectual Property Office (UKIPO), the European Union Intellectual Property Office (EUIPO), the World Intellectual Property Organization (WIPO) and any other relevant registry;
(c) support any application, opposition, invalidation or enforcement action in respect of the Assigned IP; and
(d) assist the Assignee in establishing, preserving or vindicating the Assigned IP.

Trade mark recordal: Where the Assigned IP includes UK-registered trade marks, the Assignor shall execute a Form TM16 (or such other form as the UKIPO may require under the Trade Marks Act 1994 and Trade Marks Rules 2008) and deliver it to the Assignee for filing.

Power of attorney: The Assignor hereby irrevocably appoints the Assignee (and any person designated by the Assignee) as the Assignor's attorney, with full power of substitution, to execute and deliver any document and do any act in the Assignor's name which the Assignee considers necessary to perfect the Assignment — such power being granted as security for the performance of the Assignor's obligations.

The Assignor warrants and represents to the Assignee that, as at the Effective Date:

(a) the Assignor is the sole legal and beneficial owner of the Assigned IP and has the right to assign the same with full title guarantee;
(b) the Assigned IP is original to the Assignor (or lawfully acquired) and does not, to the best of the Assignor's knowledge having made reasonable enquiry, infringe the intellectual property rights or any other right of any third party in the Territory;
(c) the Assigned IP is free from all charges, encumbrances, licences, options and other third-party rights, save for those disclosed in the schedule to this Agreement and as follows: Open-source components listed in Schedule 1 (MIT, Apache-2.0, BSD-3);
(d) there is no pending or threatened claim, action, dispute, opposition, invalidation or proceeding relating to the Assigned IP;
(e) all renewal fees and other steps required to maintain registered rights comprising the Assigned IP have been timely paid or taken;
(f) the Assignor has not granted any licence, option, charge or other right in respect of the Assigned IP to any third party;
(g) where the Assigned IP includes software, any open-source or third-party components have been disclosed to the Assignee in the schedule, together with details of the applicable licence terms and any obligations thereunder (e.g. GPL copyleft);
(i) the execution and performance of this Agreement does not breach any other agreement to which the Assignor is a party.

Waiver of moral rights (s.87 CDPA 1988): To the fullest extent permitted by the Copyright, Designs and Patents Act 1988, the Assignor irrevocably and unconditionally waives all Moral Rights in the Assigned IP (including under sections 77-85 CDPA 1988) in favour of the Assignee and its successors, licensees and assignees. The Assignor consents to all acts or omissions of the Assignee which would otherwise infringe such Moral Rights.

The Assignor shall indemnify, keep indemnified and hold harmless the Assignee (and its officers, employees and agents) against all losses, damages, claims, costs and expenses (including reasonable legal fees on a solicitor-and-own-client basis) suffered or incurred by the Assignee arising out of or in connection with:

(a) any breach of the warranties in clause 5;
(b) any third-party claim that the Assigned IP, or the use thereof by the Assignee, infringes any third-party intellectual property right in the Territory;
(c) any claim by any joint author, co-inventor, employer or other third party to an interest in the Assigned IP.

The Assignee shall promptly notify the Assignor of any such claim and shall permit the Assignor (at the Assignor's expense) to assume the conduct of the defence, and shall provide reasonable cooperation. The Assignor's aggregate liability under this indemnity shall not exceed £15,000.00.

Each party shall keep confidential, and not disclose to any third party (save to its professional advisers under equivalent duties of confidence, or as required by law or regulatory authority of competent jurisdiction), the terms of this Agreement and all confidential and proprietary information of the other party disclosed in connection with it, for a period of 3 years from the Effective Date.

Trade secrets: The parties acknowledge that the Assigned IP includes trade secrets within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018. The Assignor shall take reasonable steps to preserve the secrecy of such information until the Effective Date and shall transfer all materials embodying such trade secrets to the Assignee on the Effective Date.

For a period of twelve (12) months from the Effective Date, the Assignor shall not, directly or indirectly, (i) use or exploit the Assigned IP other than with the Assignee's prior written consent, (ii) apply for, register or claim any right or interest in the Assigned IP or any derivative thereof, or (iii) assist any third party to do any of the foregoing.

The Assignor acknowledges that these restrictions are reasonable and necessary to protect the legitimate business interests of the Assignee in the Assigned IP and are enforceable under the principles in Nordenfelt v Maxim Nordenfelt [1894] AC 535 and subsequent authorities, consistent with the Competition Act 1998.

Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025) in connection with any personal data processed under this Agreement. Where the Assigned IP includes or embodies personal data (for example, databases containing customer details), the Assignor confirms that it has appropriate legal bases under Article 6 UK GDPR for the transfer of such data to the Assignee, and shall provide assistance with data subject rights requests (access, erasure, rectification) relating to pre-Effective Date processing.

The Assignor warrants that, to the best of its knowledge having made reasonable enquiry, the Assigned IP (and any constituent works) have not been used by the Assignor or any person authorised by it to train, fine-tune or otherwise improve any third-party machine-learning model or generative AI system that has been made available to the public on terms that the Assignee would not reasonably accept.

Moral rights — AI carve-out. Notwithstanding the waiver in clause 5, the Assignor reserves the right to object under section 80 of the Copyright, Designs and Patents Act 1988 to any "derogatory treatment" of the Assigned IP that consists of the inclusion of the work in any dataset used to train a generative AI model, where such inclusion has not been authorised by the Assignee.

AI-generated content (s.9(3) CDPA 1988). The parties acknowledge that, where any part of the Assigned IP is a computer-generated work within the meaning of section 9(3) CDPA 1988, the author is the person by whom the arrangements necessary for the creation of the work were undertaken; the Assignor warrants that it is such person (or has obtained an assignment in equivalent form), and that the inclusion of any such work in the Assigned IP does not infringe any third-party right. The parties acknowledge the unsettled state of the law on generative AI output (see Getty Images (US) Inc v Stability AI Ltd proceedings) and shall co-operate in good faith if any retroactive change in the law requires further regularisation of title.

Each party warrants that, where it constitutes a "large organisation" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 (≥250 employees OR ≥£36m turnover OR ≥£18m balance sheet, meeting two of three), it maintains reasonable fraud-prevention procedures as required by that section (effective 1 September 2025) and has not committed (and to its knowledge no associated person has committed) a "relevant offence" within that section in connection with the negotiation or performance of this Agreement.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes). The parties acknowledge that intellectual property enforcement matters may be brought in the Intellectual Property Enterprise Court (IPEC) or the High Court of Justice (Chancery Division, Intellectual Property List) as appropriate to their value and complexity.

Governing law: This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Entire agreement: This Agreement constitutes the entire agreement between the parties relating to the Assigned IP and supersedes all prior agreements, drafts and understandings. No party has relied on any statement, representation or warranty not expressly set out here (save for fraud, in respect of which liability is not excluded).

Variation and waiver: No variation or waiver shall be effective unless in writing and signed by or on behalf of both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

Severability: If any provision is held invalid or unenforceable, the remainder shall continue in full force, and the parties shall negotiate in good faith a replacement provision.

Third-party rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, save that the Assignee's successors, licensees and permitted assignees may enforce the benefit of the Assignment.

Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed shall be an original. Electronic signatures (including DocuSign, Adobe Sign and similar) shall be binding under s.7 Electronic Communications Act 2000.

Execution as a deed: This Agreement is executed as a deed and delivered on the date set out above, such execution satisfying the formalities of s.1 of the Law of Property (Miscellaneous Provisions) Act 1989. Limitation for action shall be twelve (12) years under s.8 Limitation Act 1980.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.