IP Assignment Agreement
An agreement in which a creator or owner assigns works, software, inventions or designs to a company: a schedule of what is assigned, when the rights pass, moral rights, credit, payment and the creator's statements. Copyright law differs by country, so Korea, Japan and Germany have their own wording.
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Country versions
- International
- United States *
- United Kingdom *
- Korea *
- Japan *
- Germany *
* check with local advice
A template, not advice.
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What it is
An intellectual property assignment agreement moves the ownership of something a person created, such as a piece of software, a set of illustrations, a design or an invention, to the person or company that will use it. It matters most when a freelancer, an agency or a founder creates something for a business. Unless a law or a contract moves the rights, the creator usually keeps them, and the business holds only the right to use what it paid for.
This template starts with a schedule. You list each work, program, invention or design with its reference and the country or office where it is registered. The clauses then say what is assigned, when the rights pass (when both sign, or only once the creator has been paid), what happens to rights that cannot be assigned, an optional credit for the creator, an optional right to show the work in a portfolio, the payment, the creator's duty to sign further papers, and the statements the creator makes about owning the work.
The law on assigning rights differs between countries more than almost anything else in a contract. In the United States and the United Kingdom an assignment must be in a signed writing. In Korea and Japan the right to adapt a work stays with the author unless the contract names it. In Germany copyright itself cannot be assigned, only rights of use. The country selector swaps in wording for each, and the notes point to the registration steps. It is a starting point, not legal advice.
When to use it
- A freelancer, agency or contractor has finished work for you and you want to own it, not just use it.
- A founder is putting code, designs or an invention into the company they started.
- You are buying an invention or a design and want the transfer in writing before you file in your own name.
- A collaborator leaves and the rights to what they made should be confirmed.
How to fill it in
- Choose the country whose law governs the agreement; the clauses on assignment and moral rights change with it.
- Enter the creator or owner (the assignor) and the receiver (the assignee, filled from your saved details).
- List every work, program, invention or design on its own line, with a reference and the country or office.
- Decide when the rights pass and how the creator is paid, and tick credit, portfolio use or later improvements if they apply.
- Check the governing law and courts, then print the agreement and have both sides sign.
- Where the country asks for it, register or record the assignment with the competent office.
Common mistakes
- Describing the assigned items as "all work done so far", so that nobody can tell later what was included.
- Using one country's wording where another country's law applies, for example leaving out the adaptation right in Korea or Japan.
- Letting the rights pass on signing when the creator wants to be paid first, or the reverse.
- Forgetting that employees, co-authors or a former employer may have rights in the work.
- Not registering an assignment where registration decides whether it works against later buyers.
- Mixing up an assignment with a license: if the creator should keep ownership, a license is the right tool.
Steps at a glance
- Fill in
- Check the preview
- Save as PDF, Word or Excel
Country versions
Pick the country you need. Each version uses the wording and layout commonly found there; a version marked “check with local advice” should be read by someone who knows the local rules before it is used.
- International (XX): Written in English, Korean, Japanese, German
- United States (US): Written in English – check with local advice
- United Kingdom (GB): Written in English – check with local advice
- Korea (KR): Written in Korean, English – check with local advice
- Japan (JP): Written in Japanese, English – check with local advice
- Germany (DE): Written in German, English – check with local advice
Designs
The same form in several designs. The fields and the wording stay the same; only the look changes.
- Formal
- Executive
- Classic
- Plain (black and white)
- Minimal
- Ledger
- Modern
- Compact
- Side band
- Warm
- Boxed form
- Banner
Your details fill it in
Fields that ask for your name, address or company details are filled from My details, so you do not type them again; you can still change any field for one form. Signed in, your details stay in your account; otherwise they stay in this browser only. A passport, identity or social security number is never saved.
Questions
- Is this IP assignment agreement legal advice?
- No. It is a general template. Which rights can be assigned, what form is needed and what must be registered depend on the country and the kind of right, so have an adviser review it before an important transfer.
- What is the difference between an assignment and a license?
- An assignment moves ownership: the creator no longer owns the right. A license lets someone use the right while the owner keeps it. If the creator should stay the owner, use a license agreement instead.
- What are moral rights?
- They protect the author's personal link to the work, for example the right to be named and to object to distortion. In many countries they cannot be assigned. The usual answer is a promise not to assert them, or a waiver where the law allows one. The clause in the country version follows that country's approach.
- Do I have to register the assignment?
- Often registration is not required for the contract to work between the two of you, but it can decide who wins against a later buyer, and for patents it is sometimes required for the transfer to take effect. The country notes name the office; check before you rely on an unregistered transfer.
- Can the creator get the rights back?
- Only if the contract or the law provides for it. Some laws let an author end a transfer after a long time or under conditions, for example in the United States after 35 years. If the creator wants a way back, add it under additional terms and have it checked.
- Is this form legal, tax or accounting advice?
- No. It is a template: it gives you the usual structure and wording, not advice. Rules differ by country and case, so have someone qualified read anything that matters before you sign, send or file it.
- Which countries and designs does it come in?
- It comes in 6 country versions: International, United States, United Kingdom, Korea, Japan, and Germany. 12 designs.
A form is a template, not legal, tax or accounting advice. Rules differ by country and case.