Assignment Deeds for Intellectual Property

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.

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.

There are several important provisions that an IP lawyer should draft into the Assignment Clause, some of them are as following:

1. The actual assignment– In consideration of $_, the Assignor assigns, transfers and conveys to the Company/Individual any and all current or future rights, title, and interest in the Property.
2. The timing of assignment – In consideration of $_, the Assignor agrees to assign all future rights to the Company/Individual immediately upon their creation. The Assignor will do all things necessary to assign any Intellectual Property it creates or obtains to the Company/Individual.
3. Previously owned IP – The assignment includes any and all rights that the Company/Individual has with respect to infringement of the Intellectual Property in the Property before the date of this Agreement.
4. “All things necessary” – The Assignor must do all things necessary (including signing documents) to ensure that the Company obtains full ownership of the Property.
5. Moral Rights – The Assignor consents to the infringement by the Company of any Moral Rights that the Assignor may have in any of the Property.
6. Third Party Confidentiality/Trust – To the extent any rights held by the Assignor under third party confidentiality agreements cannot be assigned, the Assignor agrees to hold such rights on trust for the benefit of the company.

To guarantee the safety of your business’ IP, advice from an IP lawyer should be obtained. An IP lawyer will ensure the safety of your valuable intellectual property.

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