What is IP Assignment Agreement Drafting?
An IP (Intellectual Property) assignment agreement is a legal contract that transfers ownership of creative content or inventions from the creator (who could be a contractor, founder, or employee) to another party, the assignee.
To ensure you protect your rights, you need to consider some important things when drafting an IP assignment agreement. Let’s explore what information should be in an IP assignment agreement, how to draft it, and how a lawyer can assist you with the process.
What Key Terms Should You Include in an IP Assignment Agreement?
Your IP assignment agreement should be clear and precise to avoid disputes. Here are some essential terms to include:
- IP identification. Provide specifics about the type of IP, such as patents, software code, or copyrights.
- Consideration. This refers to the compensation that will be given in exchange for the IP. It can include a flat fee or stock options.
- Moral rights waiver. The creator or assignor states that they give up the right to be seen as the owner or author of the work.
- Warranties. The creator guarantees to the assignee that they are the legal owner of the IP and have the rights to assign or transfer it.
- Governing law. The agreement should include the jurisdiction and laws governing it. This will serve to help them should legal disputes arise in future.
What are Tips for Drafting an IP Assignment Agreement?
When drafting an IP assignment agreement, there are some things to bear in mind. Consider these points before you start compiling it.
Include Future IP
If applicable, the agreement should include a clause in which the creator or assignor agrees to transfer any updates or future IP that will be associated with the original content being transferred.
Be Clear
Make sure that the language used in the IP assignment agreement is clear and legally valid so that you state all the rights and interests being transferred. You don’t want to leave any room for confusion or misinterpretation.
Consider Pre-Existing IP
It might be the case that the assignor has previous content that they don’t want to transfer. The agreement should include a clause that avoids pre-existing IP. If this pre-existing IP is going to be used under the agreement, the other party might be able to get a license to use it.
Mention Assurances
The assignor might have to make further assurances to show that they will cooperate should they need to perform certain tasks, such as sign patent applications or provide declarations. It can be worth including a power of attorney clause so the company you’re working with can act on the assignor’s behalf should they not be available for assistance.
Do You Need a Lawyer for IP Assignment Agreement Drafting?
While you can draft your own IP assignment agreement, working with a lawyer can save you time and money. Here’s how a lawyer can help you.
- They’ll legally transfer IP ownership. By understanding all the legal and technical nuances, a lawyer will make sure the agreement transfers all IP properly. This minimizes your risk of disputes.
- They’ll customize the agreement. Instead of relying on a generic template, a lawyer will make sure every clause in the IP assignment agreement is tailored to your specific working relationship, such as if you’re working with a partner or independent contractor.
- They’ll evaluate future and pre-existing IP. This serves to prevent gaps or missing information which can put your ownership and rights at risk.
- They’ll consider the laws and regulations. IP assignment rules vary in different jurisdictions. A lawyer has strong legal knowledge to keep you compliant and your agreement enforceable.
- They’ll guide you through the process and answer your questions so you feel confident about the agreement.
- They’ll support your future business opportunities, such as if you want to license your IP.
- They’ll review an existing IP assignment agreement, giving you peace of mind that it’s clear and legally sound.
- They’ll help you with disputes and remedies should there be a contract breach. For such situations, they’ll be able to include provisions, such as injunctive relief or indemnification.
Where to Find a Lawyer for IP Assignment Agreement Drafting
If you need to hire a lawyer to help you with the drafting of an IP assignment agreement, you don’t have to struggle to find the most suitable one in your networks. Online legal platforms such as ContractsCounsel enable you to access a network of qualified lawyers who are experienced to help you.
ContractsCounsel is one of the largest online legal marketplaces that gives you access to a network of vetted lawyers in your location. By working with one of the lawyers on the platform, you’ll benefit from their years of experience and stellar credentials to have a strong, clear agreement.
To request that a reputable lawyer on the platform drafts your IP assignment agreement, here are the steps to follow online:
- Go to the ContractsCounsel marketplace, where you can post your request (or project) for free.
- You should include a few details to help you find the most suitable lawyer, such as the type of IP you’re transferring.
- Wait for lawyer bids. You’ll receive multiple bids from lawyers directly on the platform who can help you with contract drafting.
- Review the lawyers’ profiles. Although lawyers will send you bids, you’re in control of who you work with. Review the platform’s lawyer data, such as their location, client ratings for previous projects, expertise, and credentials.
- Once you’ve selected a lawyer, connect with them and hire them to draft an IP assignment agreement for a flat fee.
