deed of assignment of intellectual property

Deed of Assignment (for Intellectual Property)

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

• Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
• Date : The date on which the deed is executed should be clearly mentioned.
• Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
• Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
• Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
• Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
• Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
• Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
• Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
• Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
• Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

This site uses cookies to store information on your computer.

Some cookies on this site are essential, and the site won't work as expected without them. These cookies are set when you submit a form, login or interact with the site by doing something that goes beyond clicking on simple links.

We also use some non-essential cookies to anonymously track visitors or enhance your experience of the site. If you're not happy with this, we won't set these cookies but some nice features of the site may be unavailable.

By using our site you accept the terms of our Privacy Policy .

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 Intellectual Property.

The parties therefore agree as follows:

1. ASSIGNMENT OF INTELLECTUAL PROPERTY.

The Assignor assigns to the Assignee, and the Assignee accepts the assignment of, all of the Assignor's interest in the following in the United States and its territories and throughout the world:

• (a) the intellectual property rights related to the intellectual property listed in Exhibit A ;
• (b) all precursors, portions, and works in progress with respect to that intellectual property and all inventions, works of authorship, mask works, technology, information, know-how, materials, and tools relating to those or to the development, support, or maintenance of those;
• (c) all copyrights, patent rights, trade dress, trade names, business names, other indicia of origin, trade secret rights, trademark rights, mask works rights, and all other intellectual property rights and all business, contract rights, and goodwill in, incorporated, or embodied in, used to develop, or related to any of those; and
• (d) the registrations and applications for registrations of the foregoing (collectively, the" Intellectual Property ").

2. PURCHASE PRICE.

The Assignee shall pay the Assignor a flat fee of $ as full payment for all rights granted under this agreement. The Assignee shall complete this payment no later than .

3. RECORDATION.  

In order to record this assignment with all relevant government agencies, within hours of the effective date of this assignment, the parties shall sign the form of intellectual property assignment agreement attached as Exhibit B . The is solely responsible for filing the assignment and paying any associated fees of the transfer.

4. NO EARLY ASSIGNMENT.

The Assignee shall not assign or otherwise encumber its interest in the Intellectual Property or any associated registrations until it has paid to the Assignor the full consideration provided for in this assignment. Any assignment or encumbrance contrary to this provision shall be void.

5. ASSIGNOR'S REPRESENTATIONS.

The Assignor hereby represents and warrants to the Assignee that it:

• (a) is the sole owner of all interest in the Intellectual Property;
• (b) has not transferred, exclusively licensed, or encumbered any Intellectual Property or agreed to do so;
• (c) is not aware of any violation, infringement, or misappropriation of any third party's rights (or any claim of those) by the Intellectual Property;
• (d) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this assignment;
• (e) was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to any item of Intellectual Property.

The Assignor shall immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this assignment inaccurate.

6. INDEMNIFICATION. The Assignor shall indemnify the Assignee against:

• (a) any claim by a third party that the Intellectual Property or its use, manufacture, sale, distribution, or reproduction infringes on or misappropriates any copyrights, trade secrets, patents, or other intellectual property;
• (b) any claim by a third party that this assignment conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Assignor is a party or of which it has knowledge;
• (c) any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of any of the Intellectual Property by the Assignor; and
• (i) the Assignee promptly notifies the Assignor of that claim;
• (ii) the Assignor controls the defense and settlement of that claim;
• (iii) the Assignee fully cooperates with the Assignor in connection with its defense and settlement of that claim; and
• (iv) the Assignee stops all sales, distribution, and public use of the infringing Intellectual Property, if requested by the Assignor.
• (i) obtain the right for the Assignee to continue to use the infringing Intellectual Property;
• (ii) modify the infringing Intellectual Property to eliminate the infringement;
• (iii) provide substitute noninfringing intellectual property to the Assignee pursuant to this assignment; or
• (iv) refund to the Assignee the amount paid under this assignment for the infringing Intellectual Property.
• (c) No Other Obligations. The Assignor shall have no other obligations or liability if infringement occurs, and shall have no other obligation of indemnification or to defend relating to infringement. The Assignor shall not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability if the infringement is based on (i) any modified form of the Intellectual Property not made by the Assignor, (ii) any finding or ruling after the effective date of this assignment, or (iii) the laws of any country other than the United States of America or its states.

7. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

8. AMENDMENTS.

No amendment to this assignment will be effective unless it is in writing and signed by a party or its authorized representative.

9. ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this assignment, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this assignment, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

10. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

11. SEVERABILITY.

If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

12. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Assignor: 
• If to the Assignee: 
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

13. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

14. ENTIRE AGREEMENT.

This assignment constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this assignment. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this assignment are expressly merged into and superseded by this assignment. The provisions of this assignment may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this assignment by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this assignment. Except as set forth expressly in this assignment, there are no conditions precedent to this assignment's effectiveness.

15. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

16. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

17. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to betaken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature. 

[PAGE BREAK HERE] EXHIBIT A LIST OF INTELLECTUAL PROPERTY

[PAGE BREAK HERE] EXHIBIT B FORM OF RECORDABLE INTELLECTUAL PROPERTY ASSIGNMENT For good and valuable consideration, the receipt of which is hereby acknowledged, an individual a(n) (the " Assignor ") hereby assigns to an individual a(n) (the " Assignee ") all of the Assignor's interest in the Intellectual Property identified in Attachment A to this assignment, and the Assignee accepts this assignment.

Each party is signing this agreement on the date stated opposite that party's signature.

[PAGE BREAK HERE]

ATTACHMENT A INTELLECTUAL PROPERTY

Free Intellectual Property Assignment Agreement Template

Safeguard the sale or purchase of assets with an intellectual property assignment agreement. transfer the ownership of patents, trademarks, software, and other critical assets easily..

Complete your document with ease

What's an intellectual property assignment agreement?

Related templates

Assignment of Agreement

Transfer work responsibilities efficiently with an assignment of agreement. Facilitate a smooth transition from one party to another.

Copyright Assignment

Protect your intellectual property with a copyright assignment form. Securely transfer your copyright to another party, clearly defining ownership terms while preserving your rights effectively.

Patent Application Assignment

Transfer the ownership rights or interests in a patent application. A patent application agreement defines the terms of transfer, promotes collaboration, and mitigates risks.

Patent Assignment

Simplify the process of transferring patent rights for both buyers and sellers with a patent assignment agreement. Document the ownership transfer clearly and efficiently.

Trademark Assignment

Simplify the buying and selling of trademarks with a trademark assignment agreement. Transfer intellectual property rights and ensure a fair and smooth transaction.

Trademark License Agreement

Ensure fair use of intellectual property with a trademark license agreement. Outline the terms of usage and compensation.

IP Assignment and Licensing

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 .

IP rights assignment

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.

IP for Business Guides

Learn more about the commercialization of patents, trademarks, industrial designs, copyright.

Read IP for Business Guides

IP licensing

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.

Technology licensing agreements

Trademark licensing agreements, copyright licensing agreements, franchising agreements, merchande licensing, joint venture agreements, find out more.

• Learn more about Technology Transfer .

Assignment Of Intellectual Property Agreement

Jump to section, what is an assignment of intellectual property agreement.

An assignment of intellectual property 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 made upon a payment of a lump sum or royalties.

Employees hired for research and development roles or other technical areas sign intellectual property assignment agreements to assign to the company any ideas, work products, or inventions related to the company business that they may create during their employment.

Common Sections in Assignment Of Intellectual Property Agreements

Below is a list of common sections included in Assignment Of Intellectual Property Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Intellectual Property Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.2 5 gabriel_ex1002.htm ASSIGNMENT OF INTELLECTUAL PROPERTY , Viewed October 21, 2021, View Source on SEC .

Who Helps With Assignment Of Intellectual Property Agreements?

Lawyers with backgrounds working on assignment of intellectual property agreements work with clients to help. Do you need help with an assignment of intellectual property agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of intellectual property agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

Need help with an Assignment Of Intellectual Property Agreement?

Meet some of our assignment of intellectual property agreement lawyers.

I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.

Forest is a general practice lawyer. He provides legal advice regarding small business law, contracts, estates and trusts, administrative law, corporate governance and compliance. Forest practiced complex commercial litigation in Florida for eight years, representing clients such as Host Marriott, Kellogg School of Business, and Toyota. Since moving to Nashville in 2005, he has provided legal advice to clients forming new businesses, planning for the future, and seeking funding through the use of equity and/or debt in their businesses. This advice has included the selection of business type, assistance in drafting and editing their business plans and offering material, reviewing proposed term sheets, and conducting due diligence. Forest is a member of the Florida, Tennessee, and Texas Bars; in addition. Forest has held a Series 7, General Securities Representative Exam, Series 24, General Securities Principal, and Series 63, Uniform Securities Agent State Law.

Ramanathan C.

Dual Qualified New York Attorney & Enrolled NZ Barrister & Solicitor

Merry Kogut is a licensed attorney based in Washington State who has been a legal expert on JustAnswer since 2008 specializing in employment law, consumer protection and discrimination issues. She has been an attorney handling WA State phone consultations for Arag Legal Insurance since April, 2023. She has also been an attorney in private practice since 1986, and was in-house legal counsel for multiple WA State government agencies. She brings nearly 50 years combined legal and professional writing experience. Earlier in her career, Merry served as a law clerk for the Washington State Court of Appeals, and as a discrimination specialist, investigator and legislative liaison. She also helped establish the “Legal Writing Institute,” a national association of legal writing instructors and administrators. Merry earned her law degree from the Seattle University (formerly University of Puget Sound) School of Law.

Mr. McElvenny has extensive experience handling and developing strategy for complex commercial and real estate cases. He’s drafted hundreds of complaints ranging from simple breaches of contract to complex commercial claims including breach of fiduciary duty, constructive trusts and misappropriation of trade secrets. He has an excellent record in trial, arbitration and mediation. He also has significant experience in motion practice in both state and federal court. Through his work in corporate law, Mr. McElvenny has developed considerable experience with Limited Liability Company member disputes and general corporate governance. He’s drafted a number of industry-specific documents such as Operating Agreements (for Limited Liability Companies), commercial leases, settlement agreements and employment contracts. Mr. McElvenny has also represented criminal defendants in felony matters and assisted in the defense of civil matters arising from alleged SEC violations. He has represented individuals appearing before the Illinois Department of Professional Regulation as a result of SEC proceedings. After graduating with a B.A. in Philosophy, Mr. McElvenny proceeded from Loyola University-Chicago to DePaul University College of Law, receiving his JD from that institution in 2002. In 2010, he earned his Master’s of Science in Accounting from Loyola University-Chicago’s Graduate School of Business. Mr. McElvenny was selected to Illinois’ Super Lawyers Rising Stars in 2010, 2012 and 2013.

Marykaren R.

I provide legal advice and guidance on complex privacy laws and regulations including: Privacy Policies, incident response & state data breach notification laws, privacy risk and risk assessments, PIAs/DPIAs, contracts, and policies and procedures to help build consumer trust and ensure compliance. I am successful by encouraging collaboration with stakeholders to ensure a successful and sustainable program.

Led by Tamla N. Lloyd, Esquire, our firm prioritizes a client-centered approach and aim to provide comprehensive, personalized services to help clients achieve their legal goals.

Find the best lawyer for your project

Intellectual property lawyers by top cities.

• Austin Intellectual Property Lawyers
• Boston Intellectual Property Lawyers
• Chicago Intellectual Property Lawyers
• Dallas Intellectual Property Lawyers
• Denver Intellectual Property Lawyers
• Houston Intellectual Property Lawyers
• Los Angeles Intellectual Property Lawyers
• New York Intellectual Property Lawyers
• Phoenix Intellectual Property Lawyers
• San Diego Intellectual Property Lawyers
• Tampa Intellectual Property Lawyers

Assignment Of Intellectual Property Agreement lawyers by city

• Austin Assignment Of Intellectual Property Agreement Lawyers
• Boston Assignment Of Intellectual Property Agreement Lawyers
• Chicago Assignment Of Intellectual Property Agreement Lawyers
• Dallas Assignment Of Intellectual Property Agreement Lawyers
• Denver Assignment Of Intellectual Property Agreement Lawyers
• Houston Assignment Of Intellectual Property Agreement Lawyers
• Los Angeles Assignment Of Intellectual Property Agreement Lawyers
• New York Assignment Of Intellectual Property Agreement Lawyers
• Phoenix Assignment Of Intellectual Property Agreement Lawyers
• San Diego Assignment Of Intellectual Property Agreement Lawyers
• Tampa Assignment Of Intellectual Property Agreement Lawyers

ContractsCounsel User

IP Assignment Contract

Location: delaware, turnaround: over a week, service: drafting, doc type: ip assignment agreement, number of bids: 8, bid range: $425 - $1,550, podcast contract, location: california, turnaround: less than a week, service: contract review, page count: 8, number of bids: 9, bid range: $300 - $662.50, related contracts.

• 93a Demand Letter
• Accounting Services Agreement
• Accounts Receivable Purchase Agreement
• Ad Agency Contract
• Adhesion Contract
• Advertising Services Agreement
• Agency Agreement
• Agency Contract

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

Rajah Lehal

Overview of deed of assignment of intellectual property, march 30, 2017, what is this document.

A Deed of Assignment of Intellectual Property is an agreement between an individual or corporation transferring its intellectual property to another individual or corporation, but signed as a deed.

When would I use this document?

A Deed of Assignment of Intellectual Property can be used in a number of situations, including when a corporation is acquiring another corporation, founders are incorporating a business, and when a party is purchasing a product from another party. It can also be for the assignment of IP by employees.

A deed is a formal document and requires the signature of a witness . Deeds do not require the parties to provide consideration for the agreement, so a deed is useful if the agreement is very one-sided . A deed is also used if the laws of the jurisdiction require the contract to be in the form of a deed.

Who signs this document?

The party assigning its intellectual rights (the assignor ) and the party receiving the assigned intellectual rights (the assignee ), as well as witnesses to those signatures, will sign this document.

More details about this document.

The assignment of intellectual property rights is permanent and the assignor will have no further rights to the intellectual property. Intellectual property that may be assigned includes domain name rights; trademark rights; patent rights; an invention; a business name; copyright, source code etc.

The agreement can also include a release, where the assignor agrees to not bring any claims for rights to the intellectual property.

What are the core elements of the document?

The core elements include: Definition of Intellectual Property; No Third Party Infringement; Release, Assignment, Moral Rights, Waiver and Warranties.

Additional clauses may include: License to Non-Assignable Intellectual Property; Dispute Resolution, Disclaimer; and Compensation.

Related Documents

• Nondisclosure/Confidentiality Agreement - an agreement that protects confidential information.
• Intellectual Property Transfer, Assignment and Release - an agreement that transfers the intellectual property from one person to another eg. from a consultant/contractor or employee to the person who ‘hired’ the consultant/contractor or employee.
• Contractor/Consulting/Services Agreement - this type of agreement can have various names, and is used when a person is paid to provide services but is not hired as an employee. Payment can be flexible eg. money, shares or some other form of compensation.

1800 820 083

Deed of Assignment: Transferring Ownership Of Your IP

Are you a business owner looking to securely transfer ownership of your valuable intellectual assets? In the world of intellectual property (IP), its vital to know what a deed of assignment is and how its used.

On this page, we’ll discuss the definition of a deed of assignment of IP, explore the key benefits of having one drafted, and talk about its essential legal requirements.

Need a tailored deed of assignment drafted?

Contact Progressive Legal for expert IP legal advice.

What is a deed of assignment of IP?

A deed of assignment, often referred to as a rights agreement or IP transfer agreement, is a contractual agreement used to transfer ownership of specific intellectual property from one party to another. This is a permanent transfer and the assignor won’t have any more rights to its intellectual property.

At Progressive Legal, we emphasise the importance of legal advice in drafting the deed to safeguard your business interests.

What’s the difference between IP assignment and IP licensing?

Understanding the nuanced difference between IP Assignment and IP Licensing is crucial for business owners navigating the intellectual property sphere. While IP Licensing allows temporary usage while maintaining ownership, IP Assignment signifies an irrevocable and permanent transfer of IP.

Who are the key parties to a deed of assignment?

In this legal transaction, the party transferring the intellectual property interest is known as the assignor, while the recipient assumes the role of the assignee. This straightforward process ensures clarity and accountability throughout the assignment.

What is the scope of transferable assets in a deed of assignment of IP?

The deed of assignment is a flexible legal instrument, enabling the transfer of diverse intellectual property assets such as domain name rights , trademark rights , patent rights , inventions, business names, copyrights , and source code.

Click here for more insights into deeds of assignment of trade marks.

What are the benefits of a deed of assignment?

Clear ownership.

Eliminate ambiguity regarding intellectual property ownership through a transparent and unequivocal transfer process.

Permanent Transfer

Unlike temporary licensing, a deed of assignment ensures a lasting and irrevocable transfer, providing long-term security for the assignee.

Risk Mitigation

Clearly defining the scope of transferred assets helps mitigate the risk of disputes over ownership, protecting both the assignor and the assignee.

Enhanced Value

A well-drafted deed enhances the business’s value by solidifying ownership of key intellectual assets, making it more attractive to investors or potential buyers.

Legal Protection

The deed provides a legally binding framework, offering protection to both parties and reducing the likelihood of legal challenges related to intellectual property ownership.

What are the key legal requirements of a deed of assignment?

Proper identification of parties.

Clearly identify the assignor and assignee to avoid any confusion about the entities involved in the transfer.

Detailed Description of Intellectual Property

Provide a comprehensive description of the intellectual property being transferred to eliminate any room for ambiguity.

Consideration Clause

Clearly state the consideration or payment for the transfer of intellectual property to make the agreement legally binding.

Warranty of Ownership

The assignor should warrant that they are the rightful owner of the intellectual property being transferred, providing assurances to the assignee.

Legal Formalities

Ensure that the deed of assignment complies with all legal formalities, including the requirements of relevant intellectual property laws , to uphold its validity.

Non-Compete Clause (if applicable)

Include a non-compete clause if necessary, specifying any limitations on the assignor’s ability to compete in the same industry after the transfer.

How much does a deed of assignment of IP cost?

At Progressive Legal, transparency in legal matters is paramount. Our fixed fee for a tailored Deed of Assignment of IP is $750 + GST .

Why choose Progressive Legal for your deed of assignment?

With our expertise in IP law, we ensure that your deed of assignment is meticulously drafted to meet your specific needs. Our commitment to transparency and a fixed fee structure sets us apart, offering you a seamless experience in navigating the complexities of intellectual property transactions.

Key Takeaways

A deed of assignment facilitates the smooth transfer of intellectual property and fortifies the foundation of your enterprise. As your dedicated legal partners, our IP lawyers at Progressive Legal ensures that this critical process is not only legally sound but also strategically aligned with your business goals.

Take the first step towards securing your intellectual assets. Contact Progressive Legal today for expert guidance on Deed of Assignment and safeguard the valuable foundation of your business.

Contact us by giving us a call on 1800 820 083 or request our advice today.  

Popular IP Links

Non-Disclosure Agreement (NDA)

Copyright advice

Copyright infringement

Assignment of IP

• First Name *
• Last Name *
• Phone Number *
• Message By submitting this form, your information will be dealt with in accordance with our Privacy Policy . You agree to receive emails from us, however you can unsubscribe at any stage.
• Email This field is for validation purposes and should be left unchanged.

Hear From Happy Clients

Need intellectual property advice.

Please get in touch with us today via phone or the contact form on this page.

• Phone This field is for validation purposes and should be left unchanged.

Law delivered differently, more resolution, less confusion

Rated 5/5 based on 132 Google reviews

Request our advice

Get in touch for a no-obligation quote.

Legal packages

‘On demand’ monthly access to a lawyer.

Legal documents

We can provide you with tailored Legal Documents.

801, Level 8/100 William St, Woolloomooloo NSW 2011

Mail: PO BOX 7544 Bondi, NSW 2026

Legal Services

Trade Marks Intellectual Property Commercial Law Privacy Law Workplace Law Structure Dispute Resolution Defamation Litigation Technology

Legal Documents

Trade Mark Applications Cease and Desist Letter Website Terms and Conditions Privacy Policy Employment Agreements View all documents

Legal Guides

Your Guide to Defamation Your Guide to Trademarks Your Guide to Business Names Your Guide to Affidavits Starting a Business in Australia Checklist IP in Australia – Checklist View all guides

Company Our Partners Careers Reviews Contact Us

Sitemap Log in

Progressive Legal Pty Ltd (ACN 607 068 708) is an Incorporated Legal Practice (ILP) under the Corporations Act (2001) and Legal Profession Uniform Law (NSW).  Privacy Policy .  Terms and Conditions .

Intellectual Property (IP) Law

• Deed of Assignment of Intellectual Property

Create this legal Document

Contact us to create this legal document..

We create a bespoke document based on your instructions.

Create the document yourself with 30 mins help from a lawyer.

Lawyer Assisted is not yet available for this document.

Most Popular

Create the document instantly yourself by entering the key details.

Self Service is not yet available for this document.

Please turn your device to landscape mode to begin creating your document.

Our flexible and powerful Deed of Assignment of Intellectual Property allows for the transfer of all types (more than 10) of intellectual property rights.

Our automated Deed of Assignment of Intellectual Property solution allows not only for the assignment of existing IP rights, but it also gives the option to transfer IP rights that may arise in the future as part of a contemplated arrangement.

Examples of such contemplated arrangements include services that may be provided by one party to the other, such as under an employment or independent contractor relationship.

It is also common for intellectual property rights to be assigned as part of another transaction such as the sale of a business.

Additional Features :

✅ Can recite any consideration provisions that apply under a separate related document; and

✅ Option to include a basic pack of relevant warranties.

IPQUIZREWARD

Test your knowledge and get a discount for this document: take the Intellectual Property [IP] Law ➲ Basic Quiz .

Enter the code WHen you pay full price to Purchase one of the following Self Service documents:

Re-Enter the code at checkout each time you buy the following documents to get a discount:

• End User Licence Agreement (EULA)
• Consent to Use of Quote, Image or Recording
• IP License Agreement [Commercialisation]
• Confidentiality Agreement [Australia]

What clients say

An illegal website is trying to use our name [a US-hosted duplicate of the entire business eCommerce Website] to gain advantages and scam customers. All the major search engines ignore it. James has initiated a DMCA takedown and will resolve the issue within one week. [Details Added for Clarity]. He understands how things work and knows the reason behind the issue.

Alex Ch. | DMCA Takedown Notice ➲ U.S. Online Copyright Infringment

Great service by james, very quick and minimal charges, glad to find Blue Ocean Law Group online. Definitely recommend to anyone and everyone for online law services. Thanks JAMES.

Mohar Singh

After having received outrageous quotes from other firms, and wasting my money paying what I wasn't meant to pay, I finally found Blue Ocean Law Group online. Real people, solved my problem with empathy, communication, honesty and above all, professionality. A special thanks to James Ford. I will definitely keep this law firm in mind for any further issues, and highly recommend them if you want problems solved!! Thank you.

Wally Trotta

James is very helpful and patient with explaining the details. I look forward to working with you again in the future.

Ribbon Hime

blueocean.law has awesome legal docs + legal wizards/services on its website! Especially its FREE U.S. Non-Immigrant Visa Application Legal Wizard [Global] which is right on point for my current business needs.

Aadeel Khan | U.S. Based SaaS Entrepreneur

Meeting with James was a pleasure, I experienced something truly exceptional, and I can't help but share my enthusiasm through this review. The service I received was impeccable. James was not only highly professional but also genuinely friendly, making me feel like a valued client throughout that moment.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [1 of 3]

blueocean.law's website is an incredible treasure trove of information! The depth and clarity of the content provided are truly impressive. It's evident that a lot of effort and expertise has gone into curating such a valuable resource. Thank you for creating a platform that’s engaging and very informative. Highly recommended.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [2 of 3]

They were very knowledgeable and provided me with valuable information. Attention to detail was not limited, yet without sacrificing substance for style. In conclusion, our meeting provided an unforgettable experience, and the knowledge that I received was something truly remarkable. Highly recommended.

Ashraf Said | Justice of the Peace ➲ Accountant in Ingleburn (NSW) [3 of 3]

This thought-provoking article underscores the often overlooked yet profoundly important aspect of estate planning – the ethical will or legacy letter – adding depth and significance to the process of passing down not just assets, but personal values and wisdom.

Penny McCreery | Lember & Williams | Lawyers In Caboolture #2

General faq, faq about this document, what is a force majeure clause.

A force majeure clause is a method of allocating the risk of a disruptive event. It is a broad catch-all provision whereby the parties list categories or specific instances of otherwise frustrating events, together with the party or parties to bear the risk of the event occurring.

The clause can also grant options to vary, suspend or terminate the contract to one or more of the parties. [1]

Force majeure clauses form part of a contract’s express terms, subject to the conventional methods of construction.

Absent a force majeure clause, it is unlikely a contract’s commercial purpose would suggest that such a provision is so apparent that it goes without saying [2] , meaning a court is likely to refuse to imply it.

Further Reading:

For a more detailed discussion please refer to our blog article “ Force Majeure Clauses & Frustration: Why the COVID-19 Pandemic is a Wake-Up Call " by Shakvaan Wijetunga | Virtual Intern at Blue Ocean Law Group℠.

[1] Eg., Yara Nipro P/L v Interfert Australia P/L [2010] QCA 128, [26].

[2] BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1977) 180 CLR 266, 283.

Important Notice: ‍

This FAQ is intended for general interest + information only.

It is not legal advice, nor should it be relied upon or used as such.

We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.

Need documents regularly?

Subscribe for FREE access to our growing list of [350+] personal and/or business legal documents.

Champion Law

Intuitive legal solutions for dynamic business

Assignment of Intellectual Property Rights

This article is intended to facilitate a basic understanding of intellectual property (which will be referred to as IP throughout this article) and some of the most pertinent aspects to look out for when drafting or reviewing an assignment agreement.

Intellectual property is created all the time, whether in business or your personal life, and can stem from Copyright, for example, which is the most frequent, and typically exists in original artistic work, from drawings and songs, to articles, like this one. Copyright exists automatically upon creation, and lasts for the lifetime of the author, plus 70 years from the end of the year of their death.

Trademarks are another form of IP, and are typically used to distinguish the names and logos of one business from another, but can extend to associated sounds, like jingles and tunes, and even a smell. Trademarks exist automatically, but need to be registered in the UK, and then internationally to offer the monopolistic protection needed worldwide.

Patents are something that protect the functionality of an invention, like a mechanism in a machine, but has strict registration requirements. For example, it must be new, inventive, and capable of industrial application. It must also not be excluded from protection, like a scientific theory, artistic work, a process of doing something, or a presentation of information.

Design Rights

Design Rights are something similar to Patents, but their registration requirements are far less stringent. In fact, like a lot of IP, they can exist automatically, and are more applicable to shape and configuration. Essentially, Design Rights are used when a Patent cannot be. Interestingly, it’s important to note that domain name registrations are not normally classed as IP, but are typically dealt with under assignment agreements.

Most common types of assignment

Now that we’ve covered the absolute basics of the different types of IP, let’s look at one of the most common scenarios of a transfer of IP for small businesses. This can exist when the assignee (the body receiving the IP) has instructed the assignor (the body who creates the IP) to create something capable of attracting IP rights, such as a graphic designer working on a logo, for a fee. As this is an artistic design, it would be classed as Copyright. Most transfers of IP should be embodied in a carefully worded contract, or a deed (we’ll get on to this later) and should expressly refer to the type of IP to be assigned on the face of it. Moreover, it should also be used to assign any IP associated with any asset purchased from another business, like a unique machine, which may carry a Patent, or a Design Right. The agreement must then expressly refer to that asset purchase agreement. 

What exactly are you assigning?

Be clear about exactly what different types of IP are being assigned, and make reference to the schedules that will set them out in full. These schedules will feature at the end of the agreement, so we’ll go over these in more detail later on. 

Who are the parties?

Ensure the agreement also clearly identifies all parties to the agreement who currently hold rights, and all those to which the rights will be transferred, so consider joint ownership in both instances. Also, the section under the heading ‘background’, whilst important for clarity, is only a prelude and not legally binding, so any fundamental aspects must be clearly set out in relevant clauses and subsections. 

What about Brexit?

Also, in lieu of Brexit, although the outcomes are generally uncertain, when it comes to IP, it is likely that statutory instruments will ensure that protection and enforcement between registered right holders in the UK and EU, and vice versa, remains unchanged. However, to avoid uncertainty, anything relating to the interpretation of definitions, and particularly statute, should be ‘as at the date’, instead of ‘from time to time’, to avoid unanticipated rights and obligations in the future. 

And the rest of the world..?

Whilst on the topic of Brexit, although many assignment agreements should cover IP rights worldwide, it’s important to look into the requirements of the jurisdiction of a particular country, should you or the other party intend using the IP outside of the UK, and particularly outside of the EU. 

Know what you’re dealing with

Beware of any trusts or other covenants attached to the IP rights on assignments. ‘Full title guarantee’ will ensure the IP rights are free of adverse encumbrances (to the assignor’s reasonable knowledge). On the other hand, ‘limited title guarantee’ will mean that, although the assignee is free to sell, the assignor can only guarantee that no encumbrances have been made within their period of ownership, but not before, even if they are aware of prior encumbrances. 

You got a licence for that..?

Following on, although this article primarily concerns assignments of IP, it’s also important to acknowledge licences, and how they relate to assignments, as it may be the case that the assignee or assignor to be, actually holds the IP rights under a licence, which excludes assignments. It is therefore important that when granting assignments or licences, close consideration is given to the extended rights to third parties that the ability to licence IP can create. 

What about tech?

Coming back to an assignment of Copyright, which, if not the sole purpose of the agreement, will likely form a large part of it, it is important to note that in this growing age of technology, Copyright is the primary category of computer software and databases. Also, if databases include personal data, it is also important to include warranties that best practice for data protection is observed. 

All together now

Moving on to Design Rights, it’s important to note that these, whether registered, unregistered, or partial, if they relate to the same material, they cannot be assigned separately. 

Registered or unregistered?

When it comes to Trademarks, do not underestimate the distinction between registered and unregistered Trademarks, as one of the main purposes of registration is to deter passing-off (the act of a third party using the Trademark, typically to benefit from the associated goodwill without the authority of the rights holder) and to make the process of achieving a remedy against the third party simple and inexpensive, as the opposite can be said for remedies under unregistered Design Rights, as goodwill is more intangible and abstract. It is therefore important to note that all IP capable of subsisting unregistered, should ideally be registered prior to assignment, or that the assignment at least includes the goodwill, as this is the only value in an unregistered Trademark. Whilst this article does not cover registration processes, these can be found on the relevant government website pages – links to which can be found below:

Patenting Your Invention (UK Government Website)

Registering Design Rights (UK Government Website)

Apply to Register a Trademark (UK Government Website)

Automatic right to sue..?

Once the assignee is the rights holder, they of course have the right to sue for infringement. However, the right to sue for infringements prior to their assignment must be expressly provided for in the agreement. 

Contract or deed?

In establishing whether the assignment document should be a contract or a deed, whilst a simple contract will suffice in any instance where the assignment is for consideration (i.e. a fee is paid), if no consideration is given, or there is a power of attorney granted by the assignor for the assignee to deal with an element of the IP rights on the assignor’s behalf (such as executing registration documents to give full effect to the agreement), then the agreement must be a deed, meaning that it must clearly be stated as such, and be signed in the presence of witnesses, who attest the signatures. 

Consideration

If the agreement is to be a contract, and the assignment attracts a fee, then firstly, any VAT must be clearly set out as being separate from the amount payable for the IP rights. Secondly, even if there is an element of consideration, to avoid any future disputes over proportionality, a deed would be highly advisable – not least for this purpose, but also because adding a power of attorney would prevent the need for enforcement action against the assignor for any further assistance required from them. If, however, further assistance is nevertheless needed, or document execution is anticipated to be an expense the assignee cannot justify, then a clause must be added to bind the assignor to provide future assistance at their expense.

Unlike many contractual arrangements, the furthest extent liability can be excluded for the assignor includes death and personal injury, which can be applied generally to IP, but is especially applicable for patents for machinery, for example. 

The importance of schedules

Returning to the need for schedules at the end of the agreement, Patents, Trademarks, and Design Rights, would each be listed in separate schedules. Assignment of particular materials, like specific documents and physical items, would be classed as Copyright and unregistered Design Rights, and require their own schedule. There may also be other unregistered rights, like domain names, which, as touched on earlier, are not classed as IP, but can be just as important to expressly assign, and can include confidential information, like trade secrets and financials, or rights in get-up (the whole appearance), goodwill (reputation), and know-how (which is especially important to be transferred under a written document, as both equitable and statutory requirements necessitate this) and should be listed in a separate schedule. 

You’re almost there…

Once the agreement has been executed, it is imperative that the assignee registers as the new rights holder. 

If you’re in need of some additional guidance with drafting or reviewing an assignment agreement, or you need some IP advice generally, then we’d be happy to help, so feel free to contact us for a free 30 minute consultation . Alternatively, you can submit your queries to us by commenting on our Topic of the Week post on LinkedIn.

If you found this article useful, you’ll be pleased to know that we’ll be posting loads more like this. Be one of the first to find out about new additions by signing up to our monthly newsletter (on the right hand side of this page) which has some great offers in as well!

Published by Fergus Thompson

View all posts by Fergus Thompson

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

Save my name, email, and website in this browser for the next time I comment.

Solid Legal Protection Without the Expense

• Business Contracts
• People and Relationship Contracts
• Real Estate Contracts
• Assignment of Benefit of Option to Purchase
• Assignment of Lease Agreement
• Commercial Property Lease
• Commercial Lease – ACT
• Commercial Lease – NSW
• Commercial Lease – NT
• Commercial Lease – QLD
• Commercial Lease – SA
• Do you need a Commercial or Retail Lease in South Australia?
• Commercial Lease – TAS
• Commercial Lease – VIC
• Do you need a Commercial or Retail Lease Agreement in Victoria?
• Commercial Lease – WA
• Commercial Sublet Agreement
• Manufacturing Area Licence Agreement
• Option to Buy Real Estate
• Shared Office Space Licence
• Storage Space Licence
• Vacant Commercial Land Lease
• Variation of Lease
• What is a Binding Financial Agreement?
• Before Cohabitation or De Facto
• During Cohabitation or De facto
• After De Facto – Separation
• Before Marriage – Prenuptial
• During Marriage – Post Nuptial
• After Marriage – Separation
• Same Sex Cohabitation
• Financial Agreement Legal Review Package
• Child Support
• Shared Parenting Plan Agreement
• Western Australia De Facto Agreements
• Casual Employment Contract
• Employment Contracts in General
• Contractor Agreement Value Pack
• Employee Non Compete and Non Disclosure Agreement
• Employee Onboarding Documents
• Employee Performance Management Template and Guidelines
• Fixed Term Contract
• Full Time Agreement
• Incorporated Contractor Services Agreement
• Independent Sole Trader Contractors Agreements
• Individual Flexibility Employment
• Labour Hire Agreement
• Management Services Agreement
• My Growing Business Employment Contract Bundle
• Permanent Part Time Employment Agreement
• Recruitment Agency Agreement
• Social Media Policy Template
• Workplace Policy
• Last Will and Testament Kit
• Power of Attorney and Guardianship
• Shareholder Buy Sell Agreement
• Blog Legal Articles
• Commercial Leasing Checklist
• Free Stat Dec
• Glossary of Legal Terms
• Heads of Agreement
• Legal Resources
• Types of IP Agreements
• Deed of Assignment of Intellectual Property Rights
• Confidentiality Agreement – Non Disclosure Agreement
• Mutual Confidentiality Agreement
• Employee Non Compete and Non Disclosure
• Intellectual Property Licence
• Licence to use Copyright Material
• Manufacturing and Development Rights Agreement
• Trademark Licence Agreement
• Associate Lease Agreement
• Credit Application
• Deed of release
• Division 7A Company Loan
• Indemnity Agreement
• Instalment Agreement
• Loan secured by Mortgage
• Secured Loan Agreement
• Simple Loan Agreement
• Unsecured Loan Agreement with Caveat
• Unsecured Loan Agreement with Guarantee
• Co Ownership Agreement Aircraft / Boat / Marine Vessel
• Deed of Appointment and Removal of Trustee
• Discretionary Trust – Deed of Settlement
• Joint Venture (JV) Agreement
• Partnership Agreement (General)
• Partnership Dissolution Agreement
• Property Trust Unit Holders
• Shareholders Agreement
• Camper Trailer Rental
• Car Parking Space Licence
• Co Ownership Aircraft / Marine Vessel
• Commercial Equipment Lease
• Equipment Rental or Hire
• Motor Vehicle Rental
• Room Rental Agreement
• Storage Space
• Truck Rental Agreement
• Agreement between Tenants in Common
• Granny Flat Agreement
• Residential Tenancy – ACT
• Residential Tenancy -NT
• Residential Tenancy – SA
• Residential Tenancy – TAS
• Residential Tenancy – WA
• Share House Licence / Lodgers Agreement
• Assignment of Lease
• NSW Retail Tenancy Leasing Kit
• Qld Retail Tenancy Leasing Kit
• Retail (Commercial) Lease Victoria
• Victorian Retail Tenancy Leasing Kit
• Western Australia Retail Tenancy Lease
• Agricultural Land Lease
• Horse Agistment
• Livestock Agistment Contract
• Contract For Sale Of Business
• Sale of Business Agreement on Vendor terms
• Business Lease Agreement
• Sale Of Website Agreement
• Agreement for Supply of Product
• Distribution Agreement
• Event Release and Indemnity
• Referral Agreement
• Sales Agency Agreement
• Web Marketing Consultants Service Agreement
• What is a Binding Financial Agreement (BFA)?
• De Facto Separation Agreement
• Divorce Settlement Agreement
• Separation Agreement Template (Married)
• Using a Separation Agreement Template in Australia
• Superannuation Agreement
• Child Support Agreement Pack inc Shared Parenting Plan
• Shared Parenting Plan Template Agreement
• Consulting Services
• Contractor Value Pack
• Exclusive Agency Agreement
• Incorporated Contractor
• Recruitment Agency
• Sales Agency
• Sole Trader Contractor
• Web Marketing Consultants
• About RP Emery
• Check Out / Cart
• FAQ’s
• Members Area
• RP Emery Refund Policy
• Testimonials
• Commercial Lease - ACT
• Commercial Lease - NSW
• Commercial Lease - NT
• Commercial Lease - QLD
• Commercial Lease - SA
• Commercial Lease - TAS
• Commercial Lease - VIC
• Commercial Lease - WA
• After De Facto - Separation
• Before Marriage - Prenuptial
• During Marriage - Post Nuptial
• After Marriage - Separation
• Residential Tenancy - ACT
• Residential Tenancy - SA
• Residential Tenancy - TAS
• Residential Tenancy - WA

Deed of Assignment of Intellectual Property (IP) Rights

You can use this agreement whenever you wish to transfer the ownership of intellectual property from one entity (the Assignor) to another (the Assignee) in exchange for valuable consideration.

Consideration may take the form of

• a one off cash payment
• an ongoing Royalty
• the transfer from the owner to a company in exchange for shares in the company.

Or any other arrangement deemed fit by the parties involved.

Buy Deed of Assignment of Intellectual Property Rights Only $99.00

This agreement is different to an Intellectual Property License Agreement which provides the licensee a right to use, but not to own, certain intellectual property rights.

This Deed facilitates the Sale of IP rights

A Deed of Assignment involves a complete and exclusive sale of the rights , thus giving the assignee complete ownership to exploit the intellectual property rights in whatever way, shape, or form it likes, subject to any limitations listed in the agreement.

Provisions included in Deed of Assignment of Intellectual Property Rights

• the Parties
• Definitions
• Consideration
• Assignees further rights
• Further Assurances
• Liability for expenses
• Governing Law

Document Excerpt of Deed of Assignment of Intellectual Property Rights

Immediate Download – Editable Word Document

The document comes to you as a Microsoft Word template that can be used as often as you like . Simply insert the correct information in the appropriate spaces, save and print.

Your ready-to-use kit includes everything you need

• Professionally drafted Deed of Assignment of Intellectual Property Rights
• Friendly customer support

Our fully secured ecommerce system allows you to purchase and download your Agreement safely . In just a few minutes you can have everything you need to protect the interests of all the parties involved.

Australian Law

Our Agreements are drafted to comply with Australian Law

Professionally Drafted

The agreements are professionally drafted by Australian Law Experts

Instant Download

No Need to Wait. Download the Agreements Instantly

Easy to use

Plain English - No Legalese. Your Agreement is easy to use, edit and understand

• Practical Law

Assignment of intellectual property rights (pro-assignee)

Practical law uk standard document 0-500-7124  (approx. 29 pages).

• Trade Marks
• General Commercial

404 Not found

Deed of Assignment: Everything You Need to Know

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. 3 min read updated on January 01, 2024

Updated October 8,2020:

A deed of assignment refers to a legal document that records the transfer of ownership of a real estate property from one party to another. It states that a specific piece of property will belong to the assignee and no longer belong to the assignor starting from a specified date. In order to be valid, a deed of assignment must contain certain types of information and meet a number of requirements.

What Is an Assignment?

An assignment is similar to an outright transfer, but it is slightly different. It takes place when one of two parties who have entered into a contract decides to transfer all of his or her rights and obligations to a third party and completely remove himself or herself from the contract.

Also called the assignee, the third party effectively replaces the former contracting party and consequently assumes all of his or her rights and obligations. Unless it is stated in the original contract, both parties to the initial contract are typically required to express approval of an assignment before it can occur. When you sell a piece of property, you are making an assignment of it to the buyer through the paperwork you sign at closing.

What Is a Deed of Assignment?

A deed of assignment refers to a legal document that facilitates the legal transfer of ownership of real estate property. It is an important document that must be securely stored at all times, especially in the case of real estate.

In general, this document can be described as a document that is drafted and signed to promise or guarantee the transfer of ownership of a real estate property on a specified date. In other words, it serves as the evidence of the transfer of ownership of the property, with the stipulation that there is a certain timeframe in which actual ownership will begin.

The deed of assignment is the main document between the seller and buyer that proves ownership in favor of the seller. The party who is transferring his or her rights to the property is known as the “assignor,” while the party who is receiving the rights is called the “assignee.”

A deed of assignment is required in many different situations, the most common of which is the transfer of ownership of a property. For example, a developer of a new house has to sign a deed of assignment with a buyer, stating that the house will belong to him or her on a certain date. Nevertheless, the buyer may want to sell the house to someone else in the future, which will also require the signing of a deed of assignment.

This document is necessary because it serves as a temporary title deed in the event that the actual title deed for the house has not been issued. For every piece of property that will be sold before the issuance of a title deed, a deed of assignment will be required.

Requirements for a Deed of Assignment

In order to be legally enforceable, an absolute sale deed must provide a clear description of the property being transferred, such as its address or other information that distinguishes it from other properties. In addition, it must clearly identify the buyer and seller and state the date when the transfer will become legally effective, the purchase price, and other relevant information.

In today's real estate transactions, contracting parties usually use an ancillary real estate sale contract in an attempt to cram all the required information into a deed. Nonetheless, the information found in the contract must be referenced by the deed.

Information to Include in a Deed of Assignment

• Names of parties to the agreement
• Addresses of the parties and how they are binding on the parties' successors, friends, and other people who represent them in any capacity
• History of the property being transferred, from the time it was first acquired to the time it is about to be sold
• Agreed price of the property
• Size and description of the property
• Promises or covenants the parties will undertake to execute the deed
• Signatures of the parties
• Section for the Governors Consent or Commissioner of Oaths to sign and verify the agreement

If you need help understanding, drafting, or signing a deed of assignment, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Define a Deed
• Contract for Deed California
• Contract for Deed in Texas
• Assignment Law
• Deed Contract Agreement
• Assignment Of Contracts
• Legal Assignment
• Deed vs Agreement
• Assignment Legal Definition
• Contract for a Deed

• MSL Curriculum
• MSL with Corporate Compliance Specialization
• MSL with Health Care Compliance Specialization
• MSL with Human Resources Law Specialization
• MSL with International Business Law Specialization
• MSL with Sports, Entertainment and Arts Law Specialization
• Certificates Curriculum
• Corporate Compliance Certificate
• Health Care Compliance Certificate
• Human Resources Law Certificate
• International Business Law Certificate
• Sports, Entertainment and Arts Law Certificate
• Application Requirements
• Tuition and Financial Aid
• Online Experience
• Content Library
• Schedule a Call

Contract Law: Property Law in Contractual Obligations

In the complex world of legal frameworks, the interplay between contract law and property law is both fascinating and crucial for professionals navigating the fields of real estate, intellectual property, and beyond. Understanding this relationship not only empowers legal practitioners but also entrepreneurs, investors, and anyone involved in the drafting, negotiating, or executing of contracts related to property.

Property law addresses the rules and statutory requirements related to the ownership and transfer of property. This can include real property, like land and buildings, and personal property—both tangible items like goods and intangible ones like intellectual property rights.

Contract law governs how agreements between parties are formed, interpreted, and enforced. It's the backbone of commercial dealings, ensuring that parties can rely on the commitments they make to each other. Contracts can range from simple purchase agreements to complex multi-party joint ventures, each with its nuances and legal requirements.

This post explores how contract law and property law work together and the different ways they interact.

Common Property-Related Provisions in Contracts

Contracts are often used to set the terms and record the understanding of property transactions. These include the sale of property, restrictions on the use of property, the lease of property and more. However, the rules of property law differ in small areas from the rules of contract law. You can particularly see this when the eternal nature of property meets contractual obligations in breach of contract.

Sale and Purchase Agreements and Penalties Such as Specific Performance

Under the Statute of Frauds, most states require the “sale and purchase agreements” for real estate to be in writing. This makes their contractual nature easy to see. This document finalizes the terms and conditions of the sale and assignment of contract rights. It also lays out the terms and conditions that apply after they sign the document but before they complete the sale. Realtors are careful when drawing up contracts to cover most contingencies. If the matter goes to court over breach of contract, the parties may be required to perform their contractual obligations, including specific performance, if that is just. 1

Property Use and Restrictions

Parties often contract for property use and restrictions on it. Deeds record these non-possessory interests as restrictive covenants. Covenants, such as home color restrictions and landscape requirements, are listed in homeowners association documents as contractual obligations. The contract may list specific performance as the remedy, and your client may have to repaint their house or re-landscape their yard.

The city can exercise contracts, as with zoning laws and building codes. Easements may offer another party a pathway through your property, such as a utility easement running electric lines to your house. A lien is a loan, the payment of which is tied to the sale of your property. They write these limitations into the land deed.

Changing or eliminating deed restrictions is difficult to nearly impossible. A few will expire over time, but most will not. The seller has to disclose deed restrictions as part of the sales contract, and the buyer should look over them carefully. 2 These restrictions can outlive the parties who originally signed the contract, and as such, they become subject to property law and are not simply contracts. 3

Landlord-Tenant Contracts and Lease Terms

You can contract leases, as well, in both residential and commercial forms. Leases are contracts, contractual obligations, between landlords and tenants that set the terms upon which the parties share the property. Common residential lease terms (the assignment of contract rights) include the names of all the parties leasing the property, limits on occupancy, term of the tenancy, rent, deposits and fees, repairs and maintenance, entry to rental property, restrictions on tenant illegal activity and pet clauses. 4 Commercial lease terms can also include exclusive use, improvements, taxes, covenants, obligation to repair, transfer structure and personal exposure. 5

Key Considerations for Property Law in Contracts Avoiding Breach of Contract

Because property and contract law interweave, lawyers must be at the top of their game when examining sales and purchase agreements, leases, and land-use restrictions. Anything less could lead to contract disputes and potential breach of contract.

Legal Counsel and Contract Review Meeting Contractual Obligations

During the process of selling or buying a home, a real estate attorney works for the seller or the buyer, but not both. Some states even require parties to use an attorney. During real estate transactions, lawyers can draft and complete contracts, write amendments to standard contracts, complete title searches, and conduct closings. 6 Out of all of this, the lawyer’s most important function is to review the contract to ensure that the terms are favorable to the party they represent and that there are no surprises.

Due Diligence in Property Transactions To Avoid Contract Disputes

Legal due diligence is a process by which the contracting parties make certain that they have all the information and need no more documents. In property transactions, this means that they have the original deed and all the covenants and restrictions attached to it, including homeowners association agreements.

The due diligence period is the time between the signing and the closing when the purchaser’s team must verify that everything is right. This is the time for inspections, title checks, appraisals and surveys. 7 This is the time to lay out all the documents together and confirm that you have a full understanding of the home or building your client is purchasing.

Regulatory Compliance and Zoning Laws in Assignment of Contract Rights

The property will also have to comply with all zoning laws and other regulations that apply to the property based on its location. They may include these with the deed, or they may not. Zoning may affect a client’s plans if they want to run a business from home, add a mother-in-law suite to their garage or even park an RV in their driveway. 8

Elevate Your Legal Career With an Online Master of Studies in Law

The intricate dance between contract law and property law underscores the complexity of legal dealings in property transactions. As the backbone of many commercial and personal agreements, a thorough understanding of their interplay is essential for anyone involved in drafting, interpreting, or executing property-related contracts. For legal practitioners, investors, and business professionals alike, mastering this interplay is not just about preventing disputes—it’s about unlocking opportunities and facilitating seamless transactions in a legally compliant manner.

The evolving nature of both contract law and property law, driven by changes in technology, society, and the economy, means that the landscape is continually shifting. Staying abreast of these changes through dedicated study and professional growth is crucial for anyone looking to thrive in these intersecting realms of law.

If you are a professional looking to grow your understanding of the law, but not practice it as an attorney, consider the University of Pittsburgh School of Law’s Online Master of Studies in Law (MSL) program . Property and contracts are just two of the courses included in the core curriculum for the MSL program.

The Online MSL courses are completely asynchronous and taught by world-renowned Pitt Law faculty and industry experts. You will also go through the program with a cohort of like-minded professionals, which maximizes opportunities for collaboration, support, networking, and more. Set yourself apart as a leader when you choose to pair the core MSL curriculum with one of our in-demand specializations to learn what matters most to your career. Choose from Health Care Compliance , Human Resources Law , International Business Law , Corporate Compliance , and Sports, Entertainment, and Arts Law .

Schedule a call with an admissions outreach advisor to discuss how our Online MSL aligns with your goals and interests.

• Retrieved on March 11, 2024 from nar.realtor/magazine/real-estate-news/law-and-ethics/avoid-legal-snafus-around-canceled-contracts
• Retrieved on March 11, 2024 from rocketmortgage.com/learn/purchasing-a-deed-restricted-house
• Retrieved on March 11, 2024 from lincolninst.edu/publications/articles/easements-covenants-servitudes
• Retrieved on March 11, 2024 from americanbar.org/groups/public_education/resources/law_issues_for_consumers/everydaylaw0/real_estate/renting_a_home/lease_clauses/
• Retrieved on March 11, 2024 from businessnewsdaily.com/15101-commercial-lease-guide.html
• Retrieved on March 11, 2024 from rocketmortgage.com/learn/real-estate-attorney
• Retrieved on March 11, 2024 from nationwide.com/lc/resources/home/articles/real-estate-due-diligence-period
• Retrieved on March 11, 2024 from smallbiztrends.com/2023/05/home-business-zoning.html

Return to Pitt Law Online Blog