Free IP Assignment Agreement Template
Transfer ownership of intellectual property rights with a professionally drafted assignment agreement covering copyright, patents, trade marks, designs, and associated know-how under English law.
"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.
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).
(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.
(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.
(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.
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.
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.
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.
What Is an IP Assignment Agreement?
An IP assignment agreement is a legal document that transfers ownership of intellectual property rights from one party (the assignor) to another (the assignee). Unlike a licence, which grants permission to use IP while the owner retains ownership, an assignment permanently transfers the legal title to the intellectual property so that the assignee becomes the new owner.
IP assignment agreements are used in a wide range of situations, including founders transferring IP to their company, employers formalising IP ownership from employees or contractors, buyers acquiring IP as part of a business sale, and investors requiring IP consolidation as a condition of funding. In England and Wales, the requirements for a valid IP assignment vary depending on the type of IP being transferred.
A well-drafted UK IP assignment agreement clearly identifies the IP being assigned, includes appropriate warranties about the British assignor's ownership and right to assign, specifies the consideration (payment) for the assignment, and addresses any ongoing obligations such as the assignor's duty to assist with registration of the assignment at the UK Intellectual Property Office and other relevant registries in England and Wales.
What's Covered in This Template
This IP assignment agreement template covers all essential provisions for a comprehensive transfer of intellectual property rights.
Party Details
Full details of the assignor and assignee, including company information and registered addresses.
IP Description
Detailed identification of all intellectual property being assigned, including registrations, applications, and unregistered rights.
Assignment Clause
The operative assignment transferring legal and beneficial ownership of the IP to the assignee.
Consideration
The payment or other consideration for the assignment, which is required for a valid assignment at law.
Warranties
Assignor warranties regarding ownership, right to assign, non-infringement, and absence of encumbrances.
Moral Rights Waiver
Waiver of the assignor's moral rights under the Copyright, Designs and Patents Act 1988 where applicable.
Further Assurance
The assignor's obligation to execute further documents and take actions needed to perfect the assignment.
Registration
Obligations regarding registration of the assignment at the UK Intellectual Property Office and other registries.
Indemnity
The assignor's indemnity against losses arising from breach of warranties or defects in title.
Governing Law
English law as the governing law and jurisdiction of the courts of England and Wales.
How to Create an IP Assignment Agreement
Our template guides you through each section so you can create a comprehensive IP assignment that effectively transfers intellectual property rights.
- 1
Identify the Parties
Enter the full legal details of the assignor (current owner) and assignee (new owner). If either party is a company, include the registered company name, number, and registered office address.
- 2
Describe the IP Being Assigned
Provide a detailed description of all intellectual property being transferred, including copyright works, registered and unregistered trade marks, patents and patent applications, registered designs, domain names, and any associated know-how or trade secrets.
- 3
Set the Consideration and Assignment Terms
Specify the consideration (payment) for the assignment. Include the operative assignment clause transferring all right, title, and interest in the IP to the assignee, together with the right to sue for past infringements.
- 4
Include Warranties and Moral Rights Waiver
Add warranties from the assignor confirming ownership, the right to assign, and that the IP does not infringe third-party rights. Include a waiver of moral rights where the IP includes copyright works.
- 5
Address Registration and Further Assurance
Include the assignor's obligation to assist with registering the assignment at relevant IP registries and to execute any further documents needed to perfect the transfer of rights.
Legal Considerations
IP assignments in England and Wales must meet specific legal requirements depending on the type of intellectual property being transferred.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Copyright Assignment Requirements
Under section 90(3) of the UK Copyright, Designs and Patents Act 1988, an assignment of copyright in England and Wales is not effective unless it is in writing and signed by or on behalf of the British assignor. The assignment can cover the whole or a partial interest and can be limited in time or to specific countries. Future copyright (in works not yet created) can also be assigned under UK law, and the assignment takes effect automatically when the copyright comes into existence.
Patent and Trade Mark Assignment
Assignments of UK patents must be in writing and signed by the British assignor under section 30 of the UK Patents Act 1977. The assignment should be registered at the UK Intellectual Property Office (UKIPO) within six months to protect the assignee's ability to claim costs in infringement proceedings in England and Wales. UK trade mark assignments must also be in writing under section 24 of the UK Trade Marks Act 1994 and should be registered at the UKIPO.
Moral Rights
The UK Copyright, Designs and Patents Act 1988 grants British authors moral rights including the right to be identified as the author (section 77) and the right to object to derogatory treatment of the work (section 80) in England and Wales. Moral rights cannot be assigned but can be waived in writing under section 87 of the UK Act. A moral rights waiver is commonly included in UK IP assignment agreements to give the assignee full freedom to use and modify the works.
Consideration and Stamp Duty
A valid legal assignment in England and Wales requires consideration (payment), even if nominal. If the UK IP includes goodwill or the consideration exceeds certain thresholds, stamp duty may be payable to HMRC. The British assignment should clearly state the consideration to ensure enforceability under English law and enable registration at the UKIPO.
Frequently Asked Questions
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