Overview of Deed of Assignment of Intellectual Property
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.
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.