TL;DR: An IP assignment permanently transfers ownership of intellectual property from one party to another. Unlike a licence (which grants permission to use IP while the owner retains ownership), an assignment is a complete transfer of rights. Assignments must be in writing, properly executed, and in many countries, registered with the relevant IP office to be effective against third parties.
MmowW Scrib🐮 is a document preparation service, not a law firm. We do not provide legal advice. Consult a lawyer for guidance on your specific situation.
Intellectual property — copyright, trademarks, patents, designs, trade secrets — is often a company's most valuable asset. IP assignments arise in many common business situations:
Getting IP assignment wrong can leave ownership in the wrong hands — with the original creator retaining rights they can later assert against your business.
Protects original creative works: software, written content, designs, photographs, music, databases. Copyright arises automatically on creation (no registration needed in most countries). Assignment must be in writing.
Protects brand identifiers: names, logos, slogans, distinctive get-up. Registered and unregistered trademarks can both be assigned. Registered trademark assignments should be recorded at the relevant IP office.
Protects inventions for a limited period (typically 20 years). Patent assignments must be in writing and should be registered at the patent office to affect third parties.
Protects the appearance of a product. Similar formalities to patents — written assignment, registration recommended.
In some jurisdictions (UK, EU), unregistered design rights arise automatically. Can be assigned, but registration of the assignment is not available.
Cannot be "assigned" in the same way as registered IP, but can be transferred as part of a business sale by contract. Confidentiality obligations follow the information.
Use our free tool: Cost Calculator
Try it free →| Feature | Assignment | Licence |
|---|---|---|
| Effect on ownership | Transfers ownership permanently | Original owner retains ownership |
| Reversibility | Generally not reversible without a new transfer | Can be terminated per licence terms |
| Consideration | Usually a lump sum or milestone payment | Usually ongoing royalties or fees |
| Duration | Permanent (or for remaining IP life) | For a defined period or indefinitely |
| Exclusivity | N/A — owner no longer retains rights | Can be exclusive or non-exclusive |
| Sub-licensing | Assignee can deal with IP freely | Depends on licence terms |
| Registration | Should be registered for registered IP | Usually does not require registration |
Be specific. Rather than "all intellectual property," describe precisely:
Vague assignments are harder to enforce and may leave gaps in ownership.
Use full legal names and registered addresses. For companies, confirm the entity is the correct legal entity — not a trading name or a related company.
The price or other value exchanged. This can be:
In some jurisdictions, a nominal consideration may not be sufficient for copyright assignment in certain categories. Consult a lawyer if in doubt.
The operative clause must be clear: "The Assignor hereby assigns to the Assignee with full title [or limited] guarantee, all intellectual property rights in [description]..."
"Full title guarantee" (UK) or equivalent implies the assignor has the right to assign and that no third parties have prior claims. "Limited title guarantee" restricts these implied covenants.
In civil law countries and many common law countries, authors retain moral rights (right of attribution, right of integrity) even after assigning economic rights. In some jurisdictions, moral rights can be waived; in others (France, for example) they are inalienable. Address moral rights expressly in the agreement.
The assignor should warrant that:
The assignor should agree to sign any additional documents needed to complete registration of the assignment at the relevant IP office.
Specify which country's law governs the assignment and which courts have jurisdiction.
| Country | Copyright assignment formality | Trademark assignment | Patent assignment | Moral rights |
|---|---|---|---|---|
| UK | Must be in writing, signed by assignor | Register at UKIPO for effect against third parties | Written; register at UKIPO | Waivable; not inalienable |
| France | Written; specific rules for software and audio-visual works | Register at INPI | Written; register at INPI | Inalienable — cannot be waived |
| Sweden | Written recommended; Copyright Act (URL 1960:729) | Register at PRV | Written; register at PRV | Strong moral rights; waiver limited |
| Australia | Written; Copyright Act 1968 s. 197 | Register at IP Australia | Written; register at IP Australia | Waivable under Copyright Act 1968 |
| New Zealand | Written; Copyright Act 1994 s. 113 | Register at IPONZ | Written; register at IPONZ | Waivable |
| Canada | Written; Copyright Act R.S.C. 1985 c. C-42 s. 13(4) | Register at CIPO | Written; register at CIPO | Moral rights exist; waivable |
| USA | Written; 17 U.S.C. § 204(a) (copyright) | Record at USPTO | Written; record at USPTO | Limited moral rights (VARA for visual art only) |
Sources:
In most countries, IP created by an employee in the course of their employment is automatically owned by the employer (work-made-for-hire doctrine in the USA; s.11(2) CDPA 1988 in the UK). However:
IP created by independent contractors is generally not automatically owned by the party that commissioned it (except in the USA for certain "work made for hire" categories). Without a written assignment, the freelancer retains ownership and the client merely has an implied licence.
Always include an IP assignment clause in freelancer and contractor agreements.
IP created before a company is incorporated belongs to the individual founders. When the company is formed, founders should execute IP assignment agreements transferring their relevant pre-incorporation IP to the company. Investors expect this in due diligence.
Too broad or too vague: Assigning "all IP" without specifying what IP exists creates uncertainty. List it specifically.
Missing moral rights: Failing to address moral rights, particularly for French IP or artistic works in other jurisdictions, leaves a residual right with the creator.
Not registering the assignment: For registered IP (trademarks, patents), failing to record the assignment at the IP office means the transfer may not be effective against third parties.
Contractor IP not assigned: Assuming the client owns the output of contractor work automatically, without a written assignment.
Partial assignments: Assigning copyright in one territory but not another, or assigning some IP but not all, creates complex ownership structures. Be deliberate about scope.
Q: Can I assign IP that has not been created yet?
Yes — contracts can include assignments of "future IP" that will arise from a specified project. This is common in development agreements and research contracts. The assignment takes effect when the IP comes into existence.
Q: Does an IP assignment need to be notarised?
For domestic transactions, generally no. For international transfers — particularly if the assignment needs to be recorded in a foreign IP office — notarisation or apostille may be required. Requirements vary by country.
Q: If I sell my business, are IP assignments automatic?
In a share sale, IP owned by the company stays with the company (it is the shares that change hands). In an asset sale, each piece of IP must be separately assigned. Business sale agreements should include a comprehensive IP schedule.
MmowW Scrib🐮 helps you prepare and organise IP assignment documentation across 7 countries, including:
Use our free tools:
Cost Calculator — Estimate document preparation costs across jurisdictions.
Name Checker — Check business name availability when rebranding following an IP acquisition.
Director Checker — Verify director details when preparing IP assignment resolutions.
Filing Deadlines — Track registration deadlines at IP offices following an assignment.
Employment Checker — When IP assignments arise in employment contexts, check country-specific requirements.
Loved for Safety. MmowW Scrib🐮 — Document preparation made simple across 7 countries.
Free tools to help you get started:
MmowW Scribe prepares your formation documents, compliance filings, and business paperwork across 7 countries.
Start 14-Day Free Trial →No credit card required. From $149/month.
Loved for Safety.
Não deixe a regulamentação te parar!
Ai-chan🐣 responde suas dúvidas de conformidade 24/7 com IA
Experimentar grátis