How to Use This Checklist
Click each checkbox to mark items as complete. Your progress is automatically saved to your browser. Use this checklist to:
✅ Three Ways to Use This Tool
1. Draft new IP assignment agreements: Ensure you don't miss any essential UK IP law requirements
2. Review existing agreements: Audit your current IP assignments against all 42 compliance points
3. Prepare for IP transfers: Verify your agreement is legally compliant before signing
⚠️ What Makes a Valid IP Assignment?
📋 Legal Status: IP assignments must be in writing to be effective in the UK. Copyright assignments require a signed written document (Copyright, Designs and Patents Act 1988 s.90). Patent and trademark assignments must be registered with the IPO.
⚖️ Key Requirements: Clear identification of the IP being assigned, proper consideration (payment), warranties from the assignor, and appropriate execution by both parties.
🎯 Essential Terms: Parties' names and addresses, description of IP rights, effective date, consideration, scope/territory, warranties, moral rights waiver, and signatures.
💼 Common Issues: Vague IP descriptions, inadequate warranties, missing moral rights waiver, failure to register transfer, no confidentiality provisions
⚠️ Understanding Importance Levels
🔴 Critical: Must have - statutory requirement or creates serious legal risk if omitted
🟡 Important: Should have - best practice and strong legal protection
🔵 Recommended: Nice to have - enhances clarity and prevents disputes
Assignor's Full Legal Name
The full legal name of the person or company assigning the IP rights. Must be accurate for copyright assignment validity under CDPA 1988. For companies, use registered name exactly as at Companies House.
🔴 Critical
Assignor's Full Address
Complete address of the assignor including postcode. Required for service of legal notices and identifying the correct party. Essential for any subsequent disputes or registration requirements.
🔴 Critical
Assignee's Full Legal Name
The full legal name of the person or company receiving the IP rights. Must match exactly for IPO registration of patents and trademarks. For companies, include registered name and company number.
🔴 Critical
Company Registration Number (if applicable)
Companies House registration number if the assignee is a limited company. Not legally required but strongly recommended for verification and to demonstrate due diligence. Confirms the company's legal existence.
🔵 Recommended
Assignee's Full Address
Complete address of the assignee including postcode. Required for legal notices, registration purposes, and identifying where the IP rights now reside. Include registered office address for companies.
🔴 Critical
Agreement Date
The date the agreement is signed by both parties. Critical for determining when obligations begin and for calculating limitation periods. Must be a specific date, not "to be confirmed".
🔴 Critical
Effective Date
The date when the IP rights transfer actually takes effect. Can be the same as the agreement date or a future date. Important for determining ownership at any point in time. Must be clearly stated.
🔴 Critical
Type of IP Being Assigned
Clearly specify the type of IP: copyright, patent, trademark, trade secret, registered design, or multiple types. Different IP types have different legal requirements for valid transfer. Be explicit about each type included.
🔴 Critical
Detailed Description of IP Rights
Comprehensive description of what is being assigned. For software: source code, object code, algorithms, documentation. For creative works: specific works, dates of creation. Must be specific enough to identify exactly what transfers.
🔴 Critical
Patent Application/Registration Number (if applicable)
For patents: include the UK patent number (GB), European patent number, or application number. Required for IPO registration of the transfer. Without this, you cannot update the patent register.
🔴 Critical
Patent Filing Date (if applicable)
The date the patent application was filed. Important for determining priority dates and patent term. Helps verify which specific patent is being assigned if multiple applications exist.
🟡 Important
Trademark Registration Number (if applicable)
For trademarks: include the UK trademark registration number or application number. Required for updating the IPO trademark register. Format: UK00003XXXXXX for UK marks.
🔴 Critical
Trademark Classes (if applicable)
The Nice Classification classes in which the trademark is registered. Important for defining the scope of the trademark rights being transferred. Specify all relevant classes (e.g., Class 9, 42 for software).
🟡 Important
⚡
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Payment Type Specified
Clearly state whether payment is: one-off lump sum, ongoing royalties, or nominal consideration (£1). Each has different legal and tax implications. Nominal consideration often used in employment contexts.
🔴 Critical
Payment Amount
The exact monetary value being paid for the IP rights. Must be clearly stated in numbers and words for legal certainty. Include currency (GBP/£). Essential for contract validity - consideration must be real.
🔴 Critical
Payment Terms and Timeline
When and how payment will be made: within 30 days, on execution, in instalments. Include bank transfer details or method. Clarity prevents disputes and cash flow issues for both parties.
🟡 Important
Royalty Percentage (if applicable)
For royalty arrangements: specify the exact percentage (e.g., 5% of net revenue). Must be clear what the percentage applies to. Common in creative industries and ongoing commercial exploitation of IP.
🟡 Important
Royalty Basis and Frequency
Define what royalties are calculated on: net revenue, gross revenue, or net profit. Specify payment frequency: monthly, quarterly, annually. Include audit rights and reporting obligations.
🟡 Important
Minimum Guarantee (if applicable)
For royalty deals: minimum annual payment regardless of sales. Protects assignor if IP is not commercially exploited. Common in publishing, music, and software licensing arrangements.
🔵 Recommended
Rights Being Transferred
Specify exactly what is being assigned: all rights, title and interest (full ownership), exclusive rights only, or non-exclusive rights. Each has different legal consequences for both parties. Full assignment is most common.
🔴 Critical
Geographic Territory
The geographical scope of the assignment: worldwide, United Kingdom only, European Union, or custom territory. IP rights are territorial - be specific about which jurisdictions are covered.
🔴 Critical
Custom Territory Specification (if applicable)
If territory is not standard (worldwide/UK/EU), list all specific countries or regions covered. Essential for multi-jurisdictional businesses. Each jurisdiction may require separate registration.
🟡 Important
Term of Assignment
Whether assignment is perpetual (forever) or for a fixed term. Perpetual is most common for full assignments. Fixed term means rights revert after the period. Must be clearly stated to avoid ambiguity.
🔴 Critical
Post-Term Arrangements (if fixed term)
For fixed-term assignments: specify what happens when term ends. Options: rights revert to assignor, option to extend, automatic renewal. Critical for planning and protecting both parties' interests.
🟡 Important
Warranty Level Specified
State the level of warranties: Standard (ownership and right to assign), Enhanced (includes non-infringement), or Limited/As-Is. Determines liability if problems emerge later. More warranties = more assignor risk.
🔴 Critical
Ownership Warranty
Assignor warrants they are the legal owner of the IP and have full authority to assign it. Fundamental warranty - without this, the entire transaction is at risk. Must be unambiguous.
🔴 Critical
Non-Infringement Warranty (if enhanced)
Assignor warrants the IP does not infringe third-party rights. Important protection for assignee but significant risk for assignor. Often negotiated in commercial deals. May include indemnity.
🟡 Important
Moral Rights Waiver Decision
Under UK law (CDPA 1988), creators have moral rights including attribution and integrity rights. These cannot be assigned but CAN be waived. Must specify whether assignor waives or retains moral rights.
🔴 Critical
Written Moral Rights Waiver (if waiving)
If waiving moral rights, the waiver must be in writing to be effective. Common in commercial contexts to allow assignee to modify work without crediting creator. Waiver is irrevocable once given.
🔴 Critical
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Confidentiality Period Specified
How long confidentiality obligations last: perpetual, 5 years, 3 years, or no obligations. Trade secrets require perpetual protection. Other confidential information typically 3-5 years. Must be explicitly stated.
🟡 Important
Confidentiality Exceptions
Standard exceptions to confidentiality: already public information, received from third parties, required by law/court order, was already known. Important to include to avoid unreasonable obligations.
🔵 Recommended
Further Assurances Clause
Assignor agrees to sign additional documents and take actions needed to perfect the transfer. Essential for IPO registrations, foreign filings, and resolving any ownership issues that emerge later.
🔴 Critical
Cooperation with Proceedings
Assignor agrees to assist assignee in any legal proceedings relating to the IP: infringement actions, validity challenges, licensing disputes. Reasonable assistance should be provided at assignee's cost.
🟡 Important
Governing Law Specified
Which country's laws apply: England & Wales, Scotland, or Northern Ireland. IP laws differ between jurisdictions. For UK IP, English law is most common. Must be expressly stated.
🔴 Critical
Dispute Resolution Method
How disputes will be resolved: courts (litigation), arbitration, or mediation first then courts. Arbitration is often preferred for IP disputes due to confidentiality. Choose based on complexity and value.
🟡 Important
Entire Agreement Clause
States this agreement supersedes all prior negotiations and agreements. Prevents parties from claiming "but you promised..." based on earlier discussions. Standard boilerplate but important for certainty.
🟡 Important
Amendment Clause
Specifies that changes must be in writing and signed by both parties. Prevents verbal modifications and "he said/she said" disputes. Essential for contract certainty.
🟡 Important
Severability Clause
If one provision is invalid, the rest of the agreement continues. Protects the overall agreement if a court strikes down any particular clause. Standard protective provision.
🔵 Recommended
Assignment of Agreement Clause
Whether the agreement itself (not the IP) can be assigned to third parties. Typically: assignee can assign freely, assignor needs consent. Prevents IP from being transferred again without control.
🔵 Recommended
Notices Provision
How formal notices should be delivered: hand delivery, registered post, email. Include addresses for both parties. Important for enforcement and communication of rights under the agreement.
🔵 Recommended
Signature Blocks for Both Parties
Proper signature blocks with space for signature, printed name, position (for companies), and date. Both parties must sign for the assignment to be valid. Electronic signatures are valid under UK law (Electronic Communications Act 2000).
🔴 Critical
Witness Signatures
Independent witnesses for both parties' signatures. While not always legally required, witnessing strengthens evidence of valid execution. Witnesses should include name, address, and occupation.
🟡 Important
⚡
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Next Steps
Now that you've reviewed the compliance checklist, you have three options:
✅ Use Our Ready-Made Template (Recommended)
Save hours of legal research and drafting. Our professionally-crafted IP assignment agreement covers all 42 compliance points with legally-sound wording. It includes options for different IP types (copyright, patents, trademarks), payment structures (lump sum, royalties, nominal), moral rights waivers, and proper execution clauses. Available in both Interview Mode (guided) and Editor Mode (direct editing) for just £10.
📝 Draft Your Own Agreement
Use this checklist as your guide, but remember: getting the legal wording correct is complex. IP descriptions must be precise, warranties need careful drafting, moral rights waivers must comply with CDPA 1988, and registration requirements vary by IP type. A single error can invalidate the transfer or expose you to liability.
⚖️ Book a Legal Consultation
For complex IP transfers, high-value transactions, or situations involving multiple IP types or jurisdictions, consider booking a consultation with our legal professionals for personalized advice tailored to your specific circumstances.
Need personalized legal advice? Book a consultation →