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In a technology business, it is often the value of the intellectual property (IP) assets that the investor finances or the purchaser pays for. It is critical to have “clean” ownership of any intellectual property that is critical to the operation and success of your business. If your products and services depend on certain key IP assets, an investor will undertake due diligence to understand your right to use such assets.
An intellectual property assignment agreement provides assurance to investors that the founders have legally transferred to the company the intellectual property required to run the business.
Make sure to engage qualified IP counsel at a very early stage of your business to ensure that you have the freedom to operate your business with your inventions and to make certain that your business can meet the due diligence requirements of investors. MaRS has created a sample template of an intellectual property assignment agreement to help streamline business for investors, founders and their respective legal advisors. While MaRS makes this document available for educational purposes and to facilitate the negotiation of terms between investors and startups, the template is yours to use at your own risk . Please see the disclaimer below.
Download the Sample intellectual property assignment template
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Create and automate intellectual property assignment agreements more efficiently with this free template.
Securing intellectual property rights is crucial for innovators and businesses. Use this free intellectual property assignment agreement template to safeguard your innovations.
Intellectual property (IP) is a valuable asset for businesses, and ensuring its proper transfer and assignment is vital for both the assignor and the assignee.
So, what is an intellectual property assignment agreement? Why is it important, when should you use one, what should it encompass, and how can you manage them efficiently? Let's dive in.
An intellectual property assignment agreement is a legal document that facilitates the transfer of IP rights from one party (the assignor) to another (the assignee). This could relate to various forms of IP, including patents, trademarks, copyrights, and trade secrets.
The agreement delineates the terms and conditions under which the IP rights are transferred, ensuring clarity and protection for both parties involved.
Once both parties sign the intellectual property assignment agreement, it becomes legally binding. This means that the assignor relinquishes their rights to the specified IP, and the assignee becomes the new owner.
The agreement should clearly define the IP being transferred, any compensation involved, and the responsibilities of both parties post-transfer.
When do you need an Intellectual Property Assignment Agreement?
Such agreements are essential when:
Identification of parties. Clearly state the assignor and assignee, including their legal names and primary business locations.
Description of the IP. Detail the intellectual property being transferred, ensuring clarity on its scope and nature.
Compensation. Specify any payment or consideration for the IP transfer.
Warranties and representations: The assignor should confirm they own the IP and have the right to transfer it.
Confidentiality. If the IP contains confidential information, this section ensures both parties maintain secrecy.
Liability limitations. Define any limitations on liabilities for both parties.
Termination. Conditions under which the agreement can be terminated should be outlined.
Dispute resolution. Detail the mechanisms for resolving potential disagreements, such as arbitration or litigation.
Governing law. Specify the jurisdiction governing the agreement.
Miscellaneous provisions. Any other terms and conditions pertinent to the agreement.
Managing intellectual property assignment agreements can be cumbersome, especially when relying on traditional methods. Typically, teams:
This process is repetitive and can be streamlined with modern contract management platforms like Juro. With Juro, you can automate the entire process, from drafting to signing, ensuring efficiency and accuracy.
With platforms like Juro, you can:
Intellectual property is a valuable asset, and its proper assignment is crucial for businesses. By understanding the intricacies of intellectual property assignment agreements and leveraging modern tools, you can ensure a smooth and efficient transfer process.
If you're interested in streamlining your contract management process, book a personalized demo with us today.
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Proprietary Information and Inventions Agreement Template
A PIIA agreement is a specific type of IP assignment agreement often used between an employer and employee. This particular template is a raw output of Ontra's PIIA generator built on Gavel.
Or use a legal app to generate custom documents with your information
This PIIA agreement generator generates an IP assignment agreement for the terms of an employee's employment with an employer.
IP assignment agreement in which the ownership rights of intangible creations of the mind (e.g. art, designs, software, trade secrets) are transferred.
Also known as: IP Assignment
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An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another.
An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another. The agreement may also be referred to as an intellectual property transfer agreement, an IP assignment agreement or an IP transfer agreement.
An intellectual property assignment agreement should be used whenever transferring the rights in intellectual property ( IP ). There are a number of situations where you may need to do this. The most common for SMEs is where an individual has done work for a company as a consultant without using a consultancy agreement with the result that the consultant and not the company, owns the IP in the work. It is also necessary to transfer IP where founders create IP before incorporating or being employed by a company and, as a result, title to the IP vests in the founder.
Investors in early stage companies will often require the company and key employees to give warranties confirming that the company owns all material IP used by the company. Any IP not owned by the company will need to be transferred to the company before the investment is completed. Failing to transfer the IP can materially impact the valuation of the company or, in extreme cases, lead investors to pull out of the transaction.
It is necessary to use a written agreement for an assignment of certain types of IP (such as copyright) to be effective. Further, it is important to ensure that the agreement is an enforceable contract. For the contract to be enforceable there must be some form of consideration paid in exchange for the IP. The amount of consideration payable will depend on the situation in which the IP is being transferred. If a consultant or founder is transferring IP that should have been owned by the company, the consideration should be a nominal amount, e.g. £1, which is deemed to have been received by the assignor (note that some form of consideration is required for the agreement to be an enforceable contract). The IP can, however, be transferred for valuable consideration or as part of an asset sale.
An IP assignment will also include warranties to confirm that the assignor is the owner of the intellectual property being transferred and that the assignor has the right to transfer the intellectual property. Transferring intellectual property without these assurances means that your company will have limited or no recourse should it transpire that the assignor did not own or have the right to transfer the intellectual property.
Where possible, it is important to clearly describe the IP being transferred. IP by its nature is not physical so failing to accurately describe the IP can result in disputes about what has been transferred.
Further, there are several different types of IP (copyright, patents, trade marks and designs). Certain IP rights can also be registered. Depending on what is being transferred it may be necessary to take additional steps to perfect the transfer (for example notifying the appropriate register of the transfer). The agreement should include a requirement that the assignor takes the necessary steps to perfect the transfer and specify which party is required to pay any associated costs (such as registration fees).
In addition where copyright is being transferred, the assignor should also ensure that the assignor waives their moral rights (such as the right to attribution) in respect of the copyrighted work.
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LegalGPS : July 25, 2024 at 10:30 AM
Hello there, entrepreneur friend! Today let’s have that coffee chat about Intellectual Property Assignment Agreements. If you're thinking "what's that?" or "why do I need it?" then this is the perfect starting point for you. In today's competitive business world, protecting your intellectual property (IP) is more crucial than ever.
Legal GPS templates are drafted by top startup attorneys and fully customizable.
Defining the purpose.
Step 2 - specify the assigned intellectual property, step 3 - describe the transfer of rights, step 4 - detail compensation and payment terms, step 5 - include confidentiality clauses, step 6 - determine governing law and dispute resolution process, tips for avoiding common mistakes and pitfalls.
An Intellectual Property Assignment Agreement is a legal document that ensures the transfer of an inventor or creator's rights to another person or company. Essentially, it’s a legal way of saying "what’s mine is now yours". These agreements are often used in situations involving startups, company buyouts, or employees creating new works or inventions during their jobs - situations a lot of entrepreneurs find themselves in.
Let's break that down a touch more:
The IP assignment agreement's primary purpose is to help your business prevent future disputes regarding IP ownership. When all parties are clear on who owns the intellectual property, it prevents a whole host of potential issues.
Believe me, the last thing you need or want as an entrepreneur is a legal dispute over who owns an idea, an invention, or any creative output.
And that's where this agreement steps in: it provides legal proof that the ownership has been transferred. So, if ever challenged, you can show the agreement and say "See, it’s mine!" .
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When it comes to IP assignment agreements, not just any generic contract will do. It's crucial to understand and include some key elements to ensure you're fully protected.
The agreement must clearly define the scope and extent of the transferred rights. To do this, use precise language that leaves no room for confusion. For example, specify whether the IP rights being transferred are exclusive or non-exclusive and if there are any limitations on how the Assignee can use or sublicense the IP. Here's a suggested format:
"The Assignor hereby assigns to the Assignee, its successors and assigns, [exclusive/non-exclusive] rights, title, and interest in and to the Intellectual Property, subject to the following limitations [if any]:"
This section is where you identify the specific Intellectual Property being assigned. Start by describing the IP type (e.g., copyright, patent, trademark), then provide the necessary details:
For a copyright, include the work title and a brief description.
For a patent, mention the patent number and summarize the invention.
For a trademark, provide the trademark name, registration number, and design details.
Remember, the key is to be as detailed and transparent as possible.
Just as with any deal, it's important to be crystal clear about the compensation for transferring IP rights. Make sure you consider the following in your agreement:
The total amount payable
The currency
The payment method (e.g., check, wire transfer)
The payment schedule (e.g., lump-sum, installments)
For example: "In consideration for the assignment of rights, the Assignee shall pay the Assignor a total sum of [Amount] in [Currency], through [Payment Method], payable as follows:"
Including warranties and representations in the agreement helps provide confidence to both parties. The Assignor should explicitly declare that they:
Are the sole and true owner of the IP
Have the complete right to assign the IP to the Assignee
The IP does not infringe on any third-party rights
A sample clause might look like this:
"The Assignor warrants and represents that they are the true and lawful owner of the Intellectual Property, have full right and authority to enter into this Agreement, and that the Intellectual Property does not infringe upon any third-party rights."
A crucial aspect of a well-drafted IP Assignment Agreement is protecting sensitive information about the business and the IP itself. Incorporate confidentiality clauses to maintain a secure environment.
Try a clause similar to this one: "The parties agree to treat all confidential information related to this Agreement as strictly confidential, and to take all necessary precautions to prevent unauthorized disclosure or use of such information."
Last but not least, outline which jurisdiction's laws will govern the agreement. Furthermore, state how any disputes will be resolved, such as through arbitration, mediation, or litigation.
A model clause could be: "This Agreement shall be governed by the laws of the State of [State]. Any dispute arising out of or in connection with this Agreement shall be resolved by [method of dispute resolution]."
Let's move on to the most crucial part of our discussion: Creating your Intellectual Property Assignment Agreement. This section intends to make it much clearer and more action-oriented. Your aim? To walk away with enough information to begin drafting your agreement. Let's dive in.
Start by clearly naming the parties involved in the agreement.
Who is the 'Assignor' (the party transferring the rights)?
Who is the 'Assignee' (the individual or business entity receiving the rights)? Clearly outline their legal names and any other relevant identifying information, like addresses or official business names. It would typically look like this: "[Full Legal Name], referred to as the "Assignor," and [Full Legal Name], referred to as the "Assignee."
Here, you need to provide a full and exhaustive description of the intellectual property being transferred. Please don't leave room for vagueness or ambiguity - the more specific, the better. For instance, if it's a patent, include the patent number and a detailed summary of what the patent covers. If it's a copyrighted work, offer the title, the form of the work (e.g., a book, software, music), and a short description of it.
Your entry here might read: "The "Intellectual Property" includes, but is not limited to, [detailed description]."
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This section is all about clearly laying out what you're giving up and what you're gaining. Highlight all rights, titles, and interests being assigned from the Assignor to the Assignee. You could list them out just to ensure nothing falls between the cracks.
It’s vital to be as clear and detailed as possible here. You're specifying the extent of the rights transferred. It could be exclusive, non-exclusive, permanent, temporary, how it can be used, if it can be sold, and more.
Here's an example:
"The Assignor hereby assigns to the Assignee, its successors and assigns, all rights, title, and interest in and to the Intellectual Property, including, without limitation, the right to sue and recover for past, present, and future violations."
Now, let's talk about money. In this step, you need to fully detail the financial exchanges. Include the amount of payment, payment format, and schedule (upfront, lump sum, installments). It wouldn't hurt to clearly lay out what conditions, if any, would lead to a return of the compensation.
This clause might look something like:
"For the assignment of rights under this Agreement, the Assignee shall provide compensation to the Assignor in the amount of [Amount], payable [insert payment method and schedule]".
Especially with IP, you'll want to build in some safety nets. You can include a confidentiality clause that prevents the involved parties from disclosing sensitive information about the IP.
A basic confidentiality clause may read: "The Assignor agrees to keep confidential all non-public information that the Assignee designates as being confidential, not to disclose it to any other people, and not to use it for any purpose other than the discharge of the Assignor's obligations under this Agreement."
Finally, specify which state or country's laws will govern the agreement. This is crucial in the case of any future legal disputes. Additionally, include how disputes over the agreement will be resolved - arbitration, mediation, litigation, etc.
Here is an example:
"This Agreement will be governed by and construed in accordance with the laws of the State of [State]. Any disputes under this Agreement shall be resolved by [method of dispute resolution]."
You're now equipped with all you need to draft an agreement. But before you get started, here are some quick tips to avoid any missteps:
Ensure the agreement is detailed and described correctly
Work with a knowledgeable attorney
Review the final agreement carefully before signing
With these, you're set to protect your business's most valuable assets!
In today's competitive business environment, it's imperative to protect your inventions, your creations - your Intellectual Property. If you're still unsure where to start, check out our professional template for Intellectual Property Assignments!
With an Intellectual Property Assignment Agreement in hand, you're ensuring that ownership of these is well established to prevent future disputes.
Get Legal GPS's Intellectual Property Assignment Agreement Template Now
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During the formation of a new company a best practice is to assign all relevant intellectual property to the company using the following agreement. The consideration for the agreement is the sale of ownership to the individual assigning the intellectual property.
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An Intellectual Property Assignment Agreement is a contractual transfer of the ownership of IP (anything which can be ‘created with the mind’: registered IP such as trademarks and patents, and unregistered IP such as copyrights, designs, concepts, know-how, websites, social media accounts and source code) from the owner/ creator to the startup. In legal documents, the owner/creator is known as the ‘assignor’ (usually the founder, employee, contractor, advisor etc.), while the ‘startup’ in question is likely to be your startup’s topco. By transferring the IP, the startup has the legal right to it under contract.
Generate this document to keep your IP safe. In the future, an assignor could claim that IP created while working for your startup belongs to them. An Intellectual Property Assignment Agreement prevents this from having an impact on your business. Startups also use this document to ensure that the assignor takes any actions necessary to complete the transfer of any IP to your startup (e.g. transfer a trademark registration or a social media account).
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Founders are often risk-takers with lots of energy and great business ideas. And that is fantastic, as long as you remember to set up the correct legal foundation for your venture. Not having the proper legal basis for your startup might be too big a risk. Having the correct legal documents in place is essential for the future success of your startup.
Mar 07 · 9-minute read
One way to protect your startup from unfair competition is to include non-compete clauses in your employment contracts. You could also have a non-compete in the shareholders agreement that you sign with your investors.
May 11 · 9-minute read
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This is a sample intellectual property assignment agreement, under which a company assigns the rights, title, and interest in and to trademarks, patents, domain names and intangible assets to another company, in connection with a corporate acquisition. This sample includes a choice of New York law.
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What is Intellectual Property?
What are intellectual property rights (IPRs)?
Who owns intellectual property rights?
What IP rights can be transferred?
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How is an IP Assignment different from a Founders Agreement?
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An intellectual property agreement is a formal contract between employees and employers that outline the terms and conditions for how an organization’s intellectual property is protected when employees create inventions as a function of their job.
DISCLAIMER : We are not lawyers or a law firm and we do not provide legal, business or tax advice. We recommend you consult a lawyer or other appropriate professional before using any templates or agreements from this website.
Why is an intellectual property agreement important, best practices to get the most out your intellectual property protection agreement, 1. help protect your employee's prior inventions, 2. get the timing right when presenting your ip agreement, 3. get employees to return materials and data, download our intellectual property agreement, faqs about intellectual property contracts, intellectual property agreement, intellectual property, prior inventions.
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ContractsCounsel has assisted 36 clients with intellectual property assignments and maintains a network of 64 intellectual property lawyers available daily. Customers rate lawyers for intellectual property assignment matters 5.0.
Intellectual property assignment is a process in which the ownership of a work product created for an entity by an employee or consultant is transferred to the entity.
Typically, an employee or consultant will sign an agreement that explicitly assigns any intellectual property created during service with the company. For the employee, this is called either a Confidentiality and Inventions Assignment Agreement (CIIAA) or Proprietary Information and Inventions Assignment Agreement (PIIAA).
You should consider 4 of the main kinds of valuable assets under an intellectual property assignment:
These are all considered valuable assets of a company, and knowing how they work and how they’re created can help protect them.
Here is an article to learn more about intellectual property.
A patent is granted by the government and gives the owner of the patent unlimited ability to build, sell or use their invention while at the same time preventing others from doing so.
Typically, patents issued have a 20-year life span, but some expire in 14. After this period, anyone else can copy, build, or sell the invention. Any attempt to circumvent this time allowance would result in a patent infringement .
To receive exclusive rights to build, sell or use your invention, you have to provide details about your invention that would allow someone who is “practiced in the arts” to recreate it. Also, there are four requirements for a patent to be issued:
Additionally, you can file for three different types of patents:
Here is an article to learn more about patents.
A trademark is any word, phrase, symbol, design, or combination that identifies goods or services. The term “trademark” is used for both trademarks and service marks. Still, a service mark is reserved for those services related to the company.
Owning a trademark doesn’t automatically mean you own the words or the phrasing, but rather that you own the rights to how to use that word or phrase concerning specific goods or services. A great example is an online store that tries to use the Nike swoosh mark for their own t-shirts or shoes. This is trademark infringement .
To obtain trademark protection, you must first choose the specific category of goods or services the trademark will cover. This also means the company looking to obtain the trademark must already produce the category of goods/services to be trademarked or have a demonstrative or good faith intent to provide them.
Here is an article to learn more about trademarks.
Copyright infringement is probably one of the most well-known areas of IP protection. Copyrights are obtained to protect original authored works such as:
Things like titles, names, short phrases, slogans, familiar symbols or designs, lettering, coloring, or a list of ingredients or contents, are not considered creative . Still, they are also included as items that can be copyrighted. In general, copyrights can protect the way you convey a message or expression, but not ideas, procedures, systems, concepts, processes, and discoveries.
Companies can have a record of ownership over copyrights, as the law allows for ownership through “ works made for hire ” or works created by an employee within the scope of their employment.
Here is an article to learn more about copyrights.
Businesses have a wide range of confidential information, but not everything is considered a trade secret. Typically, a trade secret refers to information that is not publicly known and involves a reasonable effort to keep it confidential.
It also has to offer some form of economic value to the information holder that would only be beneficial if the information was not known by anyone else. States and even countries have varying laws regarding trade secrets. An excellent way to consider what constitutes trade secrets is to consider what information you wouldn’t want your competitors to get ahold of.
Think about pricing information, marketing strategy, or specific processes used to manufacture your goods.
Here is an article to learn more about trade secrets.
Image via Pexels by Andrea Piacquadio
An enforceable and valid intellectual property assignment needs to have a valid contract. A contract requires:
Now, what is considered valid consideration could vary. Still, generally consideration “must be ‘bargained for’ and not "illusory’” (Restatement (Second) of Contracts, § 77).
In some cases, small monetary considerations, as well as non-monetary considerations, are enough to create a binding contract, as long as there is an exchange of value between parties.
The intellectual property assignment agreement is the document that binds everything together. Companies traditionally use IP agreements to protect their inventions. However, in this arrangement, they are still free to transfer ownership of IP on a case-by-case basis.
It is sometimes called an IP transfer agreement. It ensures that if an employee helps to develop an intangible creation while employed with the company, the company still owns the rights and responsibilities to the creation.
An IP Property Assignment Agreement usually includes the following sections:
Any entity or person can use an intellectual property assignment to protect their original inventions. Still, they can safely transfer ownership of IP when needed.
Some examples of intellectual property assignments include:
Intellectual property assignments are not for the faint of heart. Oftentimes these are multi-layered and complex arrangements that require careful negotiation.
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Meet some of our intellectual property assignment lawyers.
Rhea de Aenlle is a business-savvy attorney with extensive experience in Privacy & Data Security (CIPP/US, CIPP/E), GDPR, CCPA, HIPAA, FERPA, Intellectual Property, and Commercial Contracts. She has over 25 years of legal experience as an in-house counsel, AM Law 100 firm associate, and a solo practice attorney. Rhea works with start-up and midsize technology companies.
I am a licensed and active NY and CT Contracts Attorney, with over 20 years of diverse legal and business experience. I specialize in reviewing, drafting and negotiating commercial agreements. My practice focuses on working with small business clients as well as clients from international brokerage firms on acquisitions, especially in the Ecommerce space; drafting, negotiating, reviewing and advising on business agreements; ; breach of contract issues, contract disputes and arbitration. I am licensed to practice in New York and Connecticut, and am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. This entails reviewing, updating and drafting contracts such as employments agreements, asset purchase agreements, master services agreements, operating agreements and a variety of business and commercial contracts. Additionally, I assist clients with business strategies, contract disputes and arbitration. My diverse experience allows me to give my clients a well-rounded approach to the issues they face. I have been at top AML law firms; a Vice President at an Investment Bank, a Civil Court Arbitrator presiding over cases in contract law, commercial law, a Hearing Officer, presiding over cases and rendering written decisions, and a Judicial Clerk to a Civil Court Judge. It would be a privilege to assist you and your business with my services.
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This Intellectual Property Assignment Agreement (the “Agreement”) is entered into ________________ (the “Effective Date”) by and between ____________________________ (the “Employee”) located at _____________________________ and _________________________(the “Employer”) located at ____________________________, individually referred to as “Party” and collectively as “the Parties.”
The Parties agree to the following:
Intellectual Property. Employee agrees to assign to the Employer all present and future rights, title, and interest to all intellectual property (“Intellectual Property”) created or discovered during the course of Employee’s employment with the Employer. Intellectual Property includes, but is not limited to, algorithms, code, concepts, developments, designs, discoveries, ideas, formulas, improvements, inventions, processes, software, trademarks, and trade secrets. Intellectual Property also includes the tangible embodiments (e.g. – drawings, notes) of any intangible items.
Prior Inventions. Intellectual Property that existed prior to the Employee’s employment, for which the Employee has a right, title, or interest (collectively the “Prior Inventions”) will remain the exclusive property of the Employee. The Employee agrees that all Prior Inventions are included in this Section 2. If no Prior Inventions are listed in this Section 2, the Employee represents that no Prior Inventions exist.
Prior Inventions
___________________________________
Patent and Copyright Registrations. The Employee agrees to cooperate with the Employer to do whatever is reasonably necessary to obtain the patents and copyrights required to secure the Employer’s ownership rights in the Intellectual Property. The Employee will cooperate with the Employer during the course of the Employee’s employment with the Employer as well as after termination of this Agreement.
Term. This Agreement will commence upon the Effective Date as above-stated and will remain in effect until the Employee is no longer employed by the Employer.
Following termination of this Agreement, the Employer will have exclusive ownership rights to all of the Employee's post-employment Intellectual Property that arises from or directly relates to the Employee's work for the Employer.
Return of Data and Documents. Upon termination of this Agreement, the Employee agrees to immediately return all tangible embodiments of the Intellectual Property, including but not limited to data, drawings, documents, and notes developed during the course of the Employee’s employment. The Employee will not make copies or attempt to recreate the tangible embodiments.
Assignment. The Parties may not assign their rights and/or obligations under this Agreement.
Choice of Law. This Agreement will be interpreted based on the laws of the State of _____________________, regardless of any conflict of law issues that may arise. The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of _______________________.
Complete Contract. This Agreement constitutes the Parties entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties.
Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
Successors and Assigns. This Agreement will be binding upon the Employee’s successors, heirs, and assigns for the benefit of the Employer and the Employer’s successors, heirs, and assigns.
Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing. If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.
All notices pursuant to this Agreement must be sent by email with return receipt requested or certified or registered mail with return receipt requested.
All Notices shall be sent as follows:
______________________________
[ Remainder of this page intentionally left blank. Signature page follows. ]
The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
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Intellectual property (IP) is a cornerstone of innovation and creativity. It encompasses creations of the mind, from inventions and literary works to symbols, names, and images. Protecting these assets is crucial for businesses and individuals alike. Enter the Intellectual Property Agreement .
An Intellectual Property Agreement is a legally binding contract between two parties, typically an employer and an employee, that outlines the ownership, transfer, and rights associated with intellectual property. This agreement ensures that any intellectual property created or identified during the tenure of employment is rightfully owned by the employer, unless otherwise stated.
In today’s digital age, where ideas can be as valuable as tangible assets, it’s imperative to safeguard your intellectual property. Using an Intellectual Property Agreement template ensures that all essential clauses are covered, reducing the risk of disputes and misunderstandings in the future.
Protection of assets.
At the heart of every Intellectual Property Agreement is the intent to protect valuable assets. Whether it’s a groundbreaking software, a novel design, or a unique brand logo, these creations are the result of hard work and ingenuity. By using a template, you ensure that these assets are shielded from unauthorized use or claims.
Disputes over intellectual property can be costly and time-consuming. An Intellectual Property Agreement template provides a clear framework that delineates who owns what, reducing the potential for misunderstandings or conflicts in the future.
While a template provides a solid foundation, it also offers flexibility. Depending on the specific needs of the parties involved, certain sections can be modified or expanded upon to cater to unique situations or requirements.
Hiring legal professionals to draft an agreement from scratch can be expensive. Using a template as a starting point can significantly reduce these costs. However, it’s still advisable to have the final agreement reviewed by a legal expert to ensure its validity and comprehensiveness.
In the fast-paced world of business, time is of the essence. Instead of starting from square one, an Intellectual Property Agreement template provides a ready-to-use format that only requires filling in specific details. This speeds up the process, allowing parties to quickly move forward with their ventures.
A well-drafted template is designed to be in line with prevailing laws and regulations. This ensures that the agreement is not only legally sound but also compliant with current standards and practices.
Creating an Intellectual Property Agreement doesn’t have to be a daunting task. With the right guidance and a comprehensive template, you can draft an agreement that safeguards your intellectual assets. Here’s a step-by-step guide to help you navigate through the Intellectual Property Agreement template provided.
Start by clearly identifying the parties involved in the agreement. This includes the “Employee” and the “Employer,” along with their respective addresses. This section sets the stage for the entire agreement.
Here, you’ll define the transfer of all existing and future rights, titles, and interests in any intellectual property created during employment. Be specific about what types of intellectual property are included, such as trademarks, patents, copyrights, etc.
This section is crucial for protecting the employee’s intellectual property that predates the employment. List the prior creations explicitly to avoid any future disputes.
Outline the employee’s responsibility to assist the employer in obtaining patents, copyrights, and other protections. This ensures that the intellectual property is legally safeguarded.
Specify the start and end dates of the agreement. Make clear any rights the employer retains after the agreement’s termination.
Detail the process for returning all tangible representations of the intellectual property upon termination. This includes drawings, documents, data, etc.
Emphasize that neither party can transfer or delegate their responsibilities under this agreement to an external entity. This maintains the integrity of the agreement.
State the legal framework under which the agreement operates. This typically refers to the laws of a specific state or country.
Include a provision that if any part of the agreement is declared void, the rest of the agreement remains intact. This ensures the agreement’s resilience.
Affirm that this document embodies the entire consensus between the parties, superseding all previous negotiations or agreements.
Clarify that the agreement imposes obligations on the successors and heirs of both parties, ensuring its continuity.
Describe the process for making changes to the agreement, emphasizing that alterations must be in writing and endorsed by both parties.
Conclude with a space for both parties to sign and date the agreement, validating their acceptance of the terms.
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Below you can see a sample of the Intellectual Property Agreement template:
What is the primary purpose of an intellectual property agreement.
The main objective of an Intellectual Property Agreement is to clearly define the ownership, transfer, and rights associated with intellectual property created or identified during an employment tenure or collaboration. It ensures that intellectual assets are protected and reduces the potential for disputes.
Any individual or organization that creates, uses, or has rights to intellectual property should consider using this agreement. This includes employers and employees, inventors, writers, designers, and any other creators or collaborators.
Absolutely! The template provided by easylegaldocs.com is designed to be flexible. You can customize it to cater to your specific requirements.
The agreement contains a section titled "Recognition of Pre-existing Property" where intellectual property that predates the employment or collaboration is listed. This ensures that such property remains the exclusive right of its original owner.
The "Clause Integrity" section ensures that if any provision of the agreement is declared void by a competent authority, the rest of the agreement remains intact and valid.
The "Term of Agreement" section specifies the start and end dates of the agreement. However, certain rights, especially those related to intellectual property ownership, may continue beyond the termination date.
The "Amendatory Procedure" section outlines the process for making changes. Typically, any alterations require written documentation and mutual endorsement by both parties.
It's crucial to list all pre-existing intellectual property in the "Recognition of Pre-existing Property" section when drafting the agreement. If something is omitted, it's advisable to amend the agreement to include it, ensuring its protection.
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IP rights have essentially transformed intangibles (knowledge, creativity) into valuable assets that you can put to strategic use in your business. You can do this by directly integrating the IP in the production or marketing of your products and services, thereby strengthening their competitiveness. With IP assignement and IP licensing, IP owners can also use your IP rights to create additional revenue streams by selling them out, giving others a permission to use them, and establishing joint ventures or other collaboration agreements with others who have complementary assets.
Expert tip: Assignment, license and franchising agreements are flexible documents that can be adapted to the needs of the parties. Nevertheless, most countries establish specific requirements for these agreements, e.g. written form, registration with a national IP office or other authority, etc. For more information, consult your IP office .
You can sell your IP asset to another person or legal entity.
When all the exclusive rights to a patented invention, registered trademark, design or copyrighted work are transferred by the owner to another person or legal entity, it is said that an assignment of such rights has taken place.
Assignment is the sale of an IP asset. It means that you transfer ownership of an IP asset to another person or legal entity.
Learn more about the commercialization of patents, trademarks, industrial designs, copyright.
Read IP for Business Guides
You can authorize someone else to use your IP, while maintaining your ownership, by granting a license in exchange for something of value, such as a monetary lump sum, recurrent payments (royalties), or a combination of these.
Licensing provides you with the valuable opportunity to expand into new markets, add revenue streams through royalties, develop partnerships etc.
If you own a patent, know-how, or other IP assets, but cannot or do not want to be involved in all the commercialization activities (e.g. technology development, manufacturing, market expansion, etc.) you can benefit from the licensing of your IP assets by relying on the capacity, know-how, and management expertise of your partner.
Expert tip: Licensing can generally be sole, exclusive or non-exclusive, depending on whether the IP owner retains some rights, or on whether the IP rights can be licensed to one or multiple parties.
Trademark licensing agreements, copyright licensing agreements, franchising agreements, merchande licensing, joint venture agreements, find out more.
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This intellectual property agreement is between , an individual a(n) (the "Assignor") and , an individual a(n) (the "Assignee").. The Assignor has full interest in the intellectual property listed in Exhibit A and described in section 1 below.. The Assignor wishes to transfer to the Assignee, and the Assignee wishes to purchase and receive from the Assignor, all of its interest in the ...
You can use this free template and send it as a Word doc or a PDF file to smooth out all details pertaining to intellectual property. This Intellectual property agreement is entered into on (date) and will be effective from the same date, between [Sender.FirstName] [Sender.LastName] and [Employee.FirstName] [Employee.LastName] (Receiver).
Intellectual property (IP) assignment agreement: Sample template for Ontario startups. In a technology business, it is often the value of the intellectual property (IP) assets that the investor finances or the purchaser pays for. It is critical to have "clean" ownership of any intellectual property that is critical to the operation and ...
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT . This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "IP Assignment"), dated as of September 29, 2017, is made by and between VectorVision, Inc., an Ohio corporation, having a principal place of business at 1850 Livingston Road, Suite E, Greenville, Ohio 45331 and David W. Evans, a U.S. citizen ...
4.4K downloads. An intellectual property (IP) assignment agreement is a legal document to retain the intellectual property transferred from employees to their employers. Intellectual property can be copyrights, trademarks, patents, and trade secrets. Edit this legal template on Lawrina and get a complete PDF document to proceed with IP matters.
An intellectual property assignment agreement is a legal document that facilitates the transfer of IP rights from one party (the assignor) to another (the assignee). This could relate to various forms of IP, including patents, trademarks, copyrights, and trade secrets. The agreement delineates the terms and conditions under which the IP rights ...
1. Definition of Intellectual Property.As used in this Assignment, "Intellectual Property" means all of the following (directly or indirectly related to, in connection with, or resulting from Assignor's work as an independent contractor or employee for or with Assignee or any subsidiary or affiliate of Assignee, including without limitation Trace Technologies, LLC) anywhere in the world ...
Proprietary Information and Inventions Agreement Template. A PIIA agreement is a specific type of IP assignment agreement often used between an employer and employee. This particular template is a raw output of Ontra's PIIA generator built on Gavel. Free To Use. Download as.
An intellectual property assignment agreement is a contract that transfers the intellectual property rights (For example, patents, trademarks, industrial designs, or copyrights) from the creator to another entity. The intellectual property rights holder may transfer all or part of their rights. The transfer of intellectual property rights is ...
An intellectual property assignment agreement should be used whenever transferring the rights in intellectual property (IP). There are a number of situations where you may need to do this. The most common for SMEs is where an individual has done work for a company as a consultant without using a consultancy agreement with the result that the ...
Governing Law and Dispute Resolution. Drafting Your IP Assignment Agreement. Step 1 - Identify the Parties Involved. Step 2 - Specify the Assigned Intellectual Property. Step 3 - Describe the Transfer of Rights. Step 4 - Detail Compensation and Payment Terms. Step 5 - Include Confidentiality Clauses.
This Intellectual Property Contribution and Assignment Agreement (the " Agreement ") is made as of [Date] by and between [Company Name] (the " Company "), and [Assignor Name] (the "Assignor"). 1. Intellectual Property Assignment. The Assignor hereby assigns to the Company, its successors and assigns, for good and sufficient ...
by Practical Law Intellectual Property & Technology. Maintained • USA (National/Federal) A standard short-form intellectual property (IP) assignment agreement for use as an ancillary agreement to an asset purchase agreement. This IP assignment agreement can be attached as an exhibit to the asset purchase agreement and separately executed and ...
Create Document. Updated October 04, 2021. An intellectual property (IP) assignment agreement transfers the ownership of a "creation of the mind" to someone else. The giving party (assignor) will transfer the intellectual property in exchange for payment to the receiving party (assignee). Common examples would include technology and inventions.
An Intellectual Property Assignment Agreement is a contractual transfer of the ownership of IP (anything which can be 'created with the mind': registered IP such as trademarks and patents, and unregistered IP such as copyrights, designs, concepts, know-how, websites, social media accounts and source code) from the owner/ creator to the ...
Sample IP Assignment Agreement. March 30, 2023. This is a sample intellectual property assignment agreement, under which a company assigns the rights, title, and interest in and to trademarks, patents, domain names and intangible assets to another company, in connection with a corporate acquisition. This sample includes a choice of New York law.
Nail down intellectual property rights and protect your ideas, designs and secrets with an Intellectual Property Assignment Agreement. (Good to know: non-disclosure and IP are covered in our Employment Agreements.) Start free. Trusted by 50,000+ companies. ... It's fast and incredibly simple. If you need any help, chat online with our experts.
2. ASSIGNMENT AND TRANSFER OF INTELLECTUAL PROPERTY. 2.1 Assigned Intellectual Property. In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Freescale, and Freescale hereby acquires from Motorola and the members of the Motorola Group, all right, title and interest in the United States ...
Download our Intellectual Property Agreement. How you manage your intellectual property can make or break your organization. Maintaining proprietary ideas provides for a massive competitive edge, and you need the best team you can get to help execute on your ideas. That's why we've done the hard work to develop a simple intellectual ...
The intellectual property assignment agreement is the document that binds everything together. Companies traditionally use IP agreements to protect their inventions. However, in this arrangement, they are still free to transfer ownership of IP on a case-by-case basis. It is sometimes called an IP transfer agreement.
Upon termination of this Agreement, the Employee agrees to immediately return all tangible embodiments of the Intellectual Property, including but not limited to data, drawings, documents, and notes developed during the course of the Employee's employment. The Employee will not make copies or attempt to recreate the tangible embodiments.
An Intellectual Property Agreement is a legally binding contract between two parties, typically an employer and an employee, that outlines the ownership, transfer, and rights associated with intellectual property. This agreement ensures that any intellectual property created or identified during the tenure of employment is rightfully owned by ...
With IP assignement and IP licensing, IP owners can also use your IP rights to create additional revenue streams by selling them out, giving others a permission to use them, and establishing joint ventures or other collaboration agreements with others who have complementary assets. Expert tip: Assignment, license and franchising agreements are ...