Overview of IP Transfer Agreement
What is this document?
An IP Transfer Agreement is an agreement between an individual or corporation transferring its intellectual property (IP) to another individual or corporation.
When would I use this document?
An IP Transfer Agreement 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.
Who signs this document?
The party transferring its intellectual rights and the party receiving the transferred intellectual rights will both sign this document.
More details about this document
The party transferring its intellectual property rights will often be called the “Transferor” and the party receiving the transferred intellectual property rights will often be called the “Transferee”.
The transfer of intellectual property rights is a permanent transfer and the Transferor will not have any more rights to its intellectual property. Intellectual property that may be transferred include: Domain name rights; trademark rights; patent rights; an invention; a business name; copyright and source code.
An IP Transfer Agreement can also include a release, where the Transferor agrees to not bring a claim against the Transferee for rights to the intellectual property.
An IP Transfer Agreement is in favor of the Transferee, since the Transferee will be receiving the rights to the Transferor’s intellectual property forever.
What are the core elements of the document?
The core elements of an IP Transfer Agreement include: Definition of Intellectual Property; No Third Party Infringement; Release and Assignment.
Additional clauses may include: License to Non-Assignable Intellectual Property; Disclaimer; and Compensation.
Employment Agreement - an agreement setting out the terms of an employment relationship.
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 (e.g. money, shares or some other form of compensation).
Joint Venture Agreement - an agreement for a joint business undertaking.
Software Development Agreement - an agreement for developing software.
Asset Purchase Agreement - an agreement for the sale of the assets of a business.