Overview of Intellectual Property Release Agreement

What is this document?

An IP Release Agreement is an agreement where a person (the ‘Releasor’) releases all claims it might have in relation to the intellectual property described in the agreement.

When would I use this document?

An IP Release Agreement can be used when a person is transferring or assigning its intellectual property to another person.

Who signs this Agreement?

An IP Release Agreement is signed by the person releasing their claims, (the “Releasor”), and the party receiving the release (the “Releasee”).

More details about this document

An IP Release Agreement is usually drafted in favor of the Releasee. The agreement can be used in situations where an owner of intellectual property must transfer its intellectual property to another party. This can be common in employment relationships, mergers and acquisitions, sales and purchases of assets, and in software development agreements.

An IP Release Agreement can be entered into along with an IP Transfer Agreement or an IP Assignment.

The Releasor will want to ensure that it has received consideration (payment) for the release, and that the release does not apply to the release itself or to the underlying obligation to pay for the intellectual property. The Releasor will want to have the intellectual property defined as narrowly as possible.

The Releasee will want to ensure that the release is unconditional, that it applies to all of the Releasor’s rights in the defined intellectual property, and that the Releasor will indemnify the Releasee for any third party claims brought against the Releasee in connection with the Releasor’s intellectual property.

What are the core elements of this document?

The core elements of an IP Release Agreement include: Definition of Intellectual Property, Release from Claims; Indemnity; and Assignment.

Some additional clauses may include: Compensation; Limitations to Release; and No Waiver.

Related Documents

Software Development Agreement – an agreement between the developer of software and the customer who hires the developer to create the software

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.

Nondisclosure/Confidentiality Agreement – an agreement that protects confidential information

Employment Agreement – an agreement that sets out the terms of an employment relationship

 

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