Intellectual Property Assignment Template (UK)
Create Your Professional Contract in Minutes

A valid IP assignment agreement must include essential elements satisfying Copyright, Designs and Patents Act 1988 requirements:

Core Assignment Requirements:

• Parties identification - Assignor (current owner) and Assignee (new owner) full legal names, addresses, company numbers
• IP description - Specific identification of intellectual property being assigned (copyright works, trademarks, patents, designs)
• Assignment language - "Assignor hereby assigns to Assignee all right, title, and interest in the IP" (clear transfer language essential)
• Consideration - Payment or other valuable consideration (required for valid contract - cannot be gratuitous unless deed)
• Scope of assignment - Geographic territories (worldwide vs. UK only), duration (full term vs. limited period), exclusivity
• Signature and date - Both parties sign (assignor signature critical), dated for effective date
• Writing requirement - MUST be in writing and signed - Copyright, Designs and Patents Act 1988 s.90(3) requires written assignment

Detailed IP Description:

• Copyright works - Specific works (software code, written content, photographs, designs, music, videos), creation dates, descriptions
• Trademarks - Trademark text/logo, registration numbers (if registered), classes, goods/services covered
• Patents - Patent titles, application/registration numbers, filing dates, invention descriptions
• Design rights - Registered designs (registration numbers) and unregistered design rights, design specifications
• Database rights - Database descriptions, compilations of data
• Trade secrets - Confidential information, know-how, proprietary processes (though these typically licensed not assigned)
• Domain names - Specific domain names being transferred
• Future creations - IP created during employment/contract period (if assignment covers future works)

Consideration (Payment/Value):

• Monetary consideration - Specific payment amount (£X,000), payment terms, when due
• Non-monetary consideration - Shares in company, services rendered, other valuable benefits
• Nominal consideration - £1 consideration valid (establishes contract), commonly used for employee assignments
• "Receipt acknowledged" - Statement that consideration received (prevents future disputes)
• Alternative: Deed - If no consideration, execute as deed (requires witness, different formalities)

Assignor Warranties and Representations:

• Ownership warranty - Assignor owns all rights in IP being assigned, free from encumbrances
• Right to assign - Has full power and authority to assign IP, no conflicting agreements
• No infringement - IP doesn't infringe third-party rights, no pending claims
• Valid and subsisting - Copyright/patents/trademarks valid, in force, properly maintained
• No licences - No existing licences granted to third parties (or disclosure of existing licences)
• Disclosure of prior assignments - If partial rights previously assigned, disclosure of chain of title

Assignee Rights Granted:

• Full ownership - "All right, title, and interest" transferred completely
• Economic rights - Reproduction, distribution, public performance, adaptation, licensing rights
• Moral rights waiver - Assignor waives paternity (attribution) and integrity rights where possible (note: UK moral rights partially inalienable)
• Enforcement rights - Right to sue for past and future infringements
• Registration rights - Right to record assignment with IPO, USPTO, trademark offices
• Derivative works - Right to create modifications, adaptations, improvements

Geographic and Temporal Scope:

• Territory - Worldwide assignment typical, or specific territories (UK, EU, US, etc.)
• Duration - Full remaining term of IP (copyright life+70 years, patent 20 years, trademark renewable indefinitely) or limited period
• Exclusivity - Exclusive (assignee sole owner) vs. non-exclusive (assignor retains rights to assign to others)

Assignor's Continuing Obligations:

• Further assurances - Execute additional documents needed to perfect assignment (IPO recordation forms, trademark transfer documents)
• Cooperation - Assist with enforcement actions, provide testimony, produce evidence
• Non-compete (optional) - Covenant not to create competing works (if appropriate for context)
• Delivery of materials - Provide original works, files, documentation, registration certificates

Special Provisions:

• Assignment of past infringement claims - Transfer right to sue for infringements occurring before assignment date
• Indemnification - Assignor indemnifies assignee for breaches of warranties (infringement claims, ownership disputes)
• Confidentiality - Assignment terms confidential (if commercially sensitive)
• Governing law - English law typically for UK IP
• Registration provisions - Who handles registration/recordation, costs allocation

Our IP assignment agreement includes all essential provisions for valid and enforceable intellectual property transfers.

Legal and Commercial Risks:

• Ownership disputes costing £50,000-£500,000+: Without written IP assignments, original creators retain ownership - companies wrongly believe they own IP created by contractors, employees (pre-employment), or collaborators. When relationships sour, creators claim ownership demanding £100,000-£500,000 licensing fees, preventing product sales, or suing for infringement. Startups discover during investment due diligence that founders never assigned IP to company - deals collapse. Cost: 6-12 months delays, £50,000-£200,000 renegotiating assignments, or complete deal failure losing £1,000,000-£50,000,000 investment. Verbal agreements worthless - Copyright, Designs and Patents Act 1988 s.90(3) requires WRITTEN signed assignment.
• Cannot enforce IP rights: Only registered owners can sue infringers. Company thinks it owns software copyright, but developer never assigned - company cannot stop competitor copying £200,000 product because it lacks legal standing to sue. Or trademark registered in individual's name not company - company cannot stop copycats using brand worth £500,000. Without proper assignments, £100,000-£1,000,000 IP investments unprotectable. Competitors copy freely knowing victim cannot sue. Assignment essential for enforcement.
• Due diligence failures killing deals: Investors, acquirers, and partners conduct IP due diligence before £500,000-£50,000,000 transactions. Discovery that company doesn't own its core IP (missing founder assignments, contractor work unassigned, unclear ownership chain) creates "fatal flaw" killing deals. 30-50% of M&A transactions involve material IP issues. Cost: 6-12 months deal delays while scrambling to obtain retroactive assignments, 20-40% valuation reductions reflecting IP risks, or complete deal abandonment. Proper assignments at inception prevent these catastrophic failures.
• Employee/contractor disputes costing £50,000-£200,000: Employees/contractors depart claiming ownership of work created during employment/engagement. Without IP assignment agreements signed at hire, companies face £50,000-£200,000 litigation establishing ownership. Courts hold: employees' work during employment owned by employer (Copyright, Designs and Patents Act 1988 s.11), BUT contractors retain copyright unless written assignment. Many "employees" actually contractors (IR35 issues) - their work unassigned. Result: critical software, designs, content owned by ex-contractors demanding £100,000+ licensing fees or prohibiting use. Obtain assignments BEFORE work commences, not after relationships deteriorate.
• Licensing revenue losses £10,000-£100,000+ annually: Cannot license IP you don't own. Company wants to license software to multiple customers generating £50,000-£200,000 annual revenue, but developer never assigned copyright - developer claims all licensing revenue. Or trademark owned by individual not company - individual demands 50% of licensing fees. Without ownership, cannot monetize £100,000-£1,000,000 IP assets through licensing. Lost opportunities cost £10,000-£100,000+ annually in foregone licensing revenue.
• Investment unfundability: VCs and angels refuse to invest £500,000-£10,000,000 in companies with unclear IP ownership. "Show us IP assignments from all founders, employees, and contractors" standard due diligence request. Missing assignments = deal-breaker. Startups spend 3-6 months pre-funding scrambling to obtain retroactive assignments (many refuse), burning runway and missing investment opportunities. Some deals die entirely - investors walk away. Proper founder and employee IP assignment agreements at inception make companies fundable. Cost of missing assignments: £1,000,000-£10,000,000 lost funding.
• Co-founder disputes destroying companies: Tech startup founded by 3 people, no written IP assignments, 2 founders leave after 6 months taking "their IP." Remaining founder discovers company owns nothing - departing founders own code, designs, business plans. Company worthless without IP. Litigation costs £100,000-£300,000 over 2 years resolving ownership, often resulting in forced shutdowns or fire-sale valuations. Founder IP assignments at incorporation (with vesting schedules) prevent these disasters. Every day of operations without assignments creates £10,000-£100,000 unassigned IP liabilities.
• International expansion blocked: Expanding to US, EU, China requires IP ownership proof. US investors demand chain of title showing clean IP assignments from all contributors. EU trademark registrations require proof of ownership. Without proper assignments documenting ownership history, international expansion stalls. Cost: 6-12 months delays, £50,000-£200,000 legal fees reconstructing ownership chain, or permanent inability to expand internationally. Assignment documentation enables global growth.
• Valuation destruction in exits: Company sells for £10,000,000 but discovered during due diligence that half the IP lacks clear assignments. Buyer demands £3,000,000-£5,000,000 valuation reduction reflecting IP risks, escrows £2,000,000 pending resolution, or walks away entirely. Sellers forced to obtain retroactive assignments (many ex-employees demand £50,000-£200,000 payoffs) or accept massive haircuts. Proper assignments maintain full £10,000,000 valuation. Missing assignments cost 30-50% of exit value = £3,000,000-£5,000,000 losses.
• Moral rights complications: UK law grants authors moral rights (paternity and integrity) partially inalienable - cannot fully assign. Without moral rights waivers, original authors can: object to modifications (integrity right), demand attribution (paternity right), causing £20,000-£100,000 complications when companies want to adapt works without attribution. Moral rights waivers (to extent permitted by law) in assignments prevent these issues. Especially important for software, designs, and creative works.

Common IP Assignment Problems:

Verbal assignment attempts (invalid - must be written), missing signatures, inadequate IP descriptions ("all IP" too vague), no consideration (makes contract unenforceable unless deed), no warranties (assignee gets no protection), missing moral rights waivers, forgetting contractor work (developers, designers, writers), no founder assignments (company doesn't own founders' contributions), pre-employment work unaddressed (employees claim prior creations), and no further assurances clause (prevents obtaining supplementary documentation). These errors cost £100,000-£10,000,000 in disputes, deal failures, and enforcement losses.

A £10 professional IP assignment prevents £100,000-£10,000,000+ in ownership disputes, deal failures, and enforcement losses.

Comprehensive IP Assignment:

• ✓ Parties Identification
  • Assignor (current owner) full legal details
  • Assignee (new owner) full legal details
  • Company registration numbers
  • Registered addresses
• ✓ IP Description
  • Copyright works specification (software, content, designs)
  • Trademark details (names, logos, registration numbers)
  • Patent information (titles, numbers, filing dates)
  • Design rights (registered and unregistered)
  • Database rights
  • Domain names
  • Creation dates and descriptions
  • Future works provisions (if applicable)
• ✓ Assignment Language
  • "Assignor hereby assigns to Assignee"
  • All right, title, and interest
  • Clear and unambiguous transfer language
  • Present tense assignment (effective immediately)
  • Absolute assignment (not conditional)
• ✓ Consideration
  • Monetary payment specification
  • Payment terms and timing
  • Nominal consideration (£1) option
  • Non-monetary consideration provisions
  • Receipt acknowledgment
  • Alternative deed execution (if no consideration)
• ✓ Scope of Assignment
  • Geographic territory (worldwide or specific)
  • Duration (full term of IP rights)
  • Exclusivity (exclusive vs. non-exclusive)
  • All media and formats
  • Known and future technologies
• ✓ Assignor Warranties
  • Ownership warranty (owns all assigned IP)
  • Right to assign (full authority)
  • No encumbrances (free of liens, claims)
  • No infringement (doesn't violate third-party rights)
  • Valid and subsisting (IP rights in force)
  • No existing licences (or disclosure)
  • No litigation (no pending or threatened claims)
  • Full disclosure (all material information provided)
• ✓ Rights Granted
  • Full ownership transfer
  • Economic rights (reproduction, distribution, performance)
  • Adaptation and modification rights
  • Licensing and sublicensing rights
  • Enforcement rights (sue infringers)
  • Registration rights (record with IPO)
  • Past infringement claims assignment
• ✓ Moral Rights Provisions
  • Paternity right waiver (to extent permitted)
  • Integrity right waiver (to extent permitted)
  • Consent to modifications
  • Consent to use without attribution
  • UK law limitations acknowledgment
• ✓ Assignor Obligations
  • Further assurances (execute additional documents)
  • Cooperation with registration
  • Assistance with enforcement
  • Delivery of original materials
  • Provision of documentation
  • Testimony and evidence support
• ✓ Indemnification
  • Assignor indemnifies for breach of warranties
  • Infringement claims coverage
  • Ownership dispute indemnification
  • Legal costs reimbursement
  • Damages and settlements coverage
• ✓ Registration Provisions
  • IPO recordation obligations
  • Trademark assignment recordation
  • Patent assignment recordation
  • Cost allocation
  • Cooperation requirements
• ✓ Confidentiality
  • Assignment terms confidentiality
  • Consideration amount confidentiality
  • Permitted disclosures
  • Commercial sensitivity protection
• ✓ Delivery of materials and documentation
• ✓ Entire agreement clause
• ✓ Severability provisions
• ✓ Amendment requirements (in writing)
• ✓ Notices provisions
• ✓ Governing law (English law)
• ✓ Jurisdiction (English courts)
• ✓ Counterparts execution permitted
• ✓ Options for various IP types:
  • Copyright (software, content, designs, photographs)
  • Trademarks (word marks, logos, slogans)
  • Patents (inventions, processes)
  • Design rights (registered and unregistered)
  • Database rights
  • Domain names
  • Combined IP assignments (multiple types)
  • Employee IP assignments
  • Contractor IP assignments
  • Founder IP assignments

Professional, legally-compliant IP assignment ensuring valid transfer of intellectual property rights.

Don't Make These Critical Errors:

• Verbal assignments: "You verbally agreed to assign copyright" - WORTHLESS. Copyright, Designs and Patents Act 1988 s.90(3) requires copyright assignments be IN WRITING and SIGNED by assignor. Verbal assignments completely invalid - original creator retains ownership. Same for trademarks and patents. Result: £50,000-£500,000 ownership disputes when creator claims they never assigned rights. ALWAYS use written signed assignments. No exceptions.
• Vague IP descriptions: "All IP created by Employee" too vague - what specific IP? Courts require reasonable certainty identifying assigned property. Instead specify: "All copyright in software code, documentation, designs, and materials created by Employee during employment relating to Company's business." List specific works if possible. Vague descriptions create disputes costing £50,000-£200,000 over what was actually assigned.
• Missing consideration: "Employee assigns all IP to Company" with no payment/value = unenforceable contract (no consideration). Must include: "In consideration of £1 (receipt acknowledged)" or "In consideration of Employee's salary and benefits" or "In consideration of equity grants." Without consideration, assignment fails as simple contract - must execute as DEED (requires witness, different formalities). £1 nominal consideration sufficient and commonly used.
• No signatures: Unsigned IP assignment = invalid - not binding on assignor. Copyright Act requires signature. Both parties should sign but assignor signature CRITICAL. Electronic signatures generally acceptable (Electronic Communications Act 2000) but wet signatures safer for valuable IP. Without signature, assignment worthless in disputes. Creator claims "I never signed that" and retains ownership.
• Forgetting contractor work: Developers, designers, writers, consultants as contractors (not employees) retain copyright unless written assignment. Companies wrongly assume "we paid them so we own it" - FALSE. Copyright Act gives ownership to creator unless employed or written assignment. Result: £100,000+ software owned by ex-contractor who demands licensing fees. ALWAYS obtain written IP assignments from ALL contractors BEFORE work commences. After-the-fact assignments difficult (contractors demand £50,000+ retroactive payments).
• No founder assignments: Tech startup founded, 3 co-founders build product, no written IP assignments to company. 2 founders leave - they own their contributions. Company owns nothing. Remaining founder cannot raise investment (due diligence reveals missing IP ownership). Business effectively worthless. Cost: £1,000,000-£10,000,000 lost valuation. Founder IP assignments at incorporation ESSENTIAL with vesting schedules (if founder leaves early, unvested IP reverts). Never operate single day without founder IP assignments.
• Missing moral rights waivers: UK authors have moral rights (paternity - attribution, integrity - no derogatory treatment) partially inalienable. Without waivers, authors can object to modifications or demand attribution even after assignment. Software company wants to modify code, merge products, rebrand - original developer objects under integrity right causing £50,000 complications. Include: "Assignor waives all moral rights to extent permitted by law and consents to any treatment of the works." Protects assignee's freedom to modify.
• No warranties: Assignment without warranties leaves assignee unprotected if IP infringes third-party rights or assignor doesn't own what's assigned. Company pays £100,000 for IP, later discovers it infringes patents - gets sued for £500,000. Assignor provided no infringement warranty - assignee has no recourse. Include warranties: ownership, right to assign, no infringement, no encumbrances. Shifts risk to assignor where it belongs. Assignee can recover from assignor if warranties breach.
• Inadequate future works provisions: Employee IP assignment covers "IP created to date" but not future work. Employee creates valuable invention next year - not covered by assignment, employee owns it. For employment/contractor relationships, include: "All IP created during term of employment/engagement relating to Company's business." Covers past, present, and future creations. Prevents employees claiming later inventions unassigned.
• Wrong assignment type: Attempting to "assign" trade secrets or confidential information - these cannot be assigned, only licensed. Trade secrets require confidentiality agreements not assignments. Or attempting to assign unregistered trademarks without goodwill transfer (trademarks must be assigned with goodwill). Use appropriate mechanisms: assignments for copyright/patents/registered rights, licences for trade secrets, trademark assignments with goodwill. Mismatched documents invalid.
• No further assurances clause: Assignment executed but assignor refuses to sign IPO recordation forms, trademark transfer documents, or cooperation with enforcement. Without "further assurances" clause obligating assignor to execute supplementary documents and cooperate, assignee cannot perfect ownership. Include: "Assignor agrees to execute all documents and take all actions reasonably necessary to perfect and record this assignment." Essential for trademark/patent assignments requiring office filings.
• Missing territorial scope: "Assignor assigns copyright" - worldwide or UK only? Ambiguity creates disputes. Specify: "Assignor assigns all rights throughout the world" or "Assignor assigns rights in the United Kingdom only." Worldwide typical for modern digital IP (software, websites). Limited territory assignments rare except international licensing contexts. Clear scope prevents disputes.
• Forgetting joint authors: Work created by 3 people collaboratively - copyright owned jointly. Assignment from 1 author insufficient - need assignments from ALL joint authors. Company gets assignment from lead developer but not 2 other contributors - doesn't own full rights, cannot stop joint authors from exploiting work. Identify all authors/inventors/creators and obtain assignments from EACH. Otherwise own only partial rights.
• Pre-employment work unaddressed: Employee joins company having created prototype software before hire. Employment IP assignment purports to assign "all IP created during employment" - doesn't cover pre-existing work. Employee retains ownership of prototype. Later employee claims product infringes their pre-existing IP demanding £200,000. Address pre-employment creations explicitly: either exclude or include with consideration. Prevents retroactive ownership claims.
• No indemnification: Assignor assigns IP warranting they own it. Turns out they don't - third party sues assignee for £300,000 infringement. Assignor breached warranty but no indemnification - assignee cannot recover from assignor. Include: "Assignor indemnifies Assignee against all claims, damages, and costs arising from breach of warranties including infringement claims." Protects assignee from assignor's misrepresentations.

Our template prevents these errors with compliant language, comprehensive warranties, and proper assignment provisions.