Home Contract Samples A Assignment Of Intellectual Property Agreement
Trustpilot

Assignment of Intellectual Property Agreement: Definition, Terms, Example

Create Assignment Of Intellectual Property Agreement
Review Assignment Of Intellectual Property Agreement
ContractsCounsel Free Pricing Report

Jump to Section

Quick Facts — Assignment Of Intellectual Property Agreement Lawyers

What is an Assignment Of Intellectual Property Agreement?

An assignment of intellectual property agreement is a contract that transfers the intellectual property rights (For example, patents, trademarks, industrial designs, or copyrights.) from the creator to another entity. The intellectual property rights holder may transfer all or part of their rights. The transfer of intellectual property rights is made upon a payment of a lump sum or royalties.

Employees hired for research and development roles or other technical areas sign intellectual property assignment agreements to assign to the company any ideas, work products, or inventions related to the company business that they may create during their employment.

Common Sections in Assignment Of Intellectual Property Agreements

Below is a list of common sections included in Assignment Of Intellectual Property Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Intellectual Property Agreement Sample


Exhibit 10.2
 
ASSIGNMENT OF INTELLECTUAL PROPERTY

THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into effective as of July 1, 2006 (the “Effective Date”), by and between ALLAN D. ANGUS, an individual (“Assignor”), on the one hand, and GABRIEL TECHNOLOGIIES CORPORATION, a Delaware corporation (“Assignee”), on the other hand.

WHEREAS, Assignor owns certain Intellectual Property (the “Assigned Intellectual Property”); and

WHEREAS, Assignor has agreed to assign, convey, and set over unto Assignee all of Assignor’s right, title, and interest in and to the Assigned Intellectual Property and certain Intellectual Property developed by Assignor after the Effective Date of this Assignment, all in accordance with the terms and conditions of this Assignment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration (including without limitation the execution of that certain Employment Agreement entered into as of July 1, 2006 between Assignee and Assignor (the “Employment Agreement”)), the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definition of Intellectual Property. As used in this Assignment, “Intellectual Property” means all of the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor or employee for or with Assignee or any subsidiary or affiliate of Assignee, including without limitation Trace Technologies, LLC) anywhere in the world and all legal rights, title, or interest in the following (directly or indirectly related to, in connection with, or resulting from Assignor’s work as an independent contractor or employee for or with Assignee or any subsidiary or affiliate of Assignee, including without limitation Trace Technologies, LLC) arising under the laws of the United States, any state, or any other country or international treaty regime, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired, including all renewals:

(a) all patents and applications for patents and all related reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part, including but not limited to the patents and patent applications listed in Appendix A (attached hereto and hereby incorporated by reference into this Assignment);

(b) all copyrights, copyright registrations and copyright applications, copyrightable works, and all other corresponding rights;

(c) all mask works, mask work registrations and mask work applications, and all other rights relating to semiconductor design and topography;

1
(d) all industrial designs, industrial models, utility models, certificates of invention and other indices of invention ownership, and any related registrations and applications;

(e) all trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions, all other indicia of commercial source or origin, and all goodwill of any business associated with any of the foregoing;

(f) all inventions (whether patentable or not and whether or not reduced to practice), invention disclosures, invention notebooks, file histories, know how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer, distributor, reseller and supplier lists and information, correspondence, records, and other documentation, and other proprietary information of every kind, including but not limited to the inventions and invention disclosures listed in Appendix A (attached hereto and hereby incorporated by reference into this Assignment);

(g) all computer software including but not limited to all source code, object or executable code, firmware, software compilations, software implementations of algorithms, software tool sets, compilers, software models and methodologies, development tools, files, records, technical drawings, and data relating to the foregoing;

(h) all databases and data collections and all rights in the same;

(i) all rights of paternity, integrity, disclosure, and withdrawal, and any other rights that may be known or referred to as “moral rights,” in any of the foregoing;

(j) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property;

(k) all tangible embodiments of any of the foregoing, in any form and in any media;

(l) all versions, releases, upgrades, derivatives, enhancements and improvements of any of the foregoing; and

(m) all statutory, contractual and other claims, demands, and causes of action for royalties, fees, or other income from, or infringement, misappropriation or violation (including past infringement, misappropriation or violation) of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after, the Effective Date.

2
2. Intellectual Property Assignment. Assignor hereby assigns, transfers and conveys, unto Assignee, and Assignee accepts the assignment by Assignor of, all of Assignor’s right, title, and interest, in and to the Assigned Intellectual Property, the same to be held and enjoyed by Assignee for its own use and benefit, and for the use and benefit of its successors, assigns, or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made.

3. Future Intellectual Property Assignment. Assignor hereby further assigns, transfers and conveys unto Assignee all of Assignor’s right, title, and interest in and to any Intellectual Property and other assets developed by Assignor after the Effective Date of this Assignment. For the avoidance of doubt, Assignor and Assignee acknowledge and agree that no assignment, transfer, or conveyance is contemplated under this Section of this Agreement of Assignor’s right, title, and interest in and to any intellectual property conceived or developed by Assignor after the effective date of the termination of Assignor’s work as an independent contractor or employee for or with Assignee; provided, however, that nothing in this sentence shall be interpreted to change or modify the definition of “Intellectual Property” in this Agreement or the terms and conditions of the Employment Agreement.

4. Covenants. Assignor hereby covenants and agrees that he will, at any time upon request, consistent with the terms and conditions of the Employment Agreement, execute and deliver any and all papers that may be necessary or desirable to perfect title to the Assigned Intellectual Property, and all other rights, title, and interests assigned hereunder, to Assignee, its successors, assigns, or other legal representatives. Assignor further covenants and agrees that he will, at any time upon request, consistent with the terms and conditions of the Employment Agreement, communicate to Assignee, its successors, assigns or other legal representatives, such facts as requested by Assignee relating to the Assigned Intellectual Property.

5. Representations and Warranties. To induce Assignee to enter into this Assignment with Assignor, the Assignor, jointly and severally, represents and warrants the following:

(a) Assignor has all requisite capacity and authority to execute and deliver this Assignment and any and all other instruments and agreements required to be executed and delivered by such Assignor pursuant to this Assignment. This Assignment and any other agreements executed in connection herewith by Assignor represent valid and binding obligations of Assignor enforceable against Assignor in accordance with their terms.

(b) Neither the execution and delivery by Assignor of this Assignment, nor the consummation by Assignor of the transactions contemplated herein, will violate, or be in conflict with, or constitute a default (or an event or condition that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt, liability, contract, agreement, or other arrangement to which Assignor is a party.

3
(c) Assignor has not assigned, transferred, or conveyed, and will not hereafter attempt to assign, transfer, or convey, the Assigned Intellectual Property, or any other rights, title, and interests assigned hereunder, or any interest or right therein, to any person or entity other than to Assignee pursuant to this Assignment. Assignor has no knowledge of any claim of ownership by any other party in and to the Assigned Intellectual Property assigned hereunder.

6. Indemnification. To further induce Assignee to enter into this Assignment, Assignor agrees and covenants to indemnify, defend, and hold harmless Assignee, and Assignee’s partners, successors, assigns, agents, and attorneys (collectively, the “Indemnitees” or, each individually, an “Indemnitee”) from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively, “Damages”), asserted against, assessed upon, resulting to, imposed upon, or incurred by an Indemnitee by reason of or resulting from a breach or threatened breach of any representation, warranty, covenant, obligation, or agreement of Assignor contained in or made pursuant to this Assignment or any facts or circumstances constituting such a breach, or any such Damages accruing prior to the Effective Date of this Assignment or otherwise arising as a result of Assignor’s ownership, usage, or handling of the Assigned Intellectual Property, as well as all other rights, title, and interests assigned hereunder, prior to the Effective Date of this Assignment.

7. Assumption of Liabilities. Assignee assumes any and all liabilities, if any, associated with the Assigned Intellectual Property accruing after the Effective Date.

8. Severability. If any provision of this Assignment is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then (a) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable; and (b) the legality, validity, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

9. Confidentiality. Assignor acknowledges and agrees that this Assignment, the Assigned Intellectual Property, and all other rights, title, and interests assigned hereunder, as well as any and all information pertaining to the business of Assignee is Confidential Information (herein so called) which is the sole and exclusive property of Assignee. Assignor agrees that it will not, at any time after the Effective Date of this Assignment, disclose any such Confidential Information to any third party or use such Confidential Information in any other way adverse to Assignee without Assignee’s consent. Provisions of this Section shall not apply to information which is or becomes available to the general public through no fault or actions taken by Assignor or which is required by law to be disclosed by Assignor, provided that Assignor shall give Assignee written notice of such requirement prior to disclosure so that Assignee may seek a protective order or other appropriate relief.

4
10. Termination; Survival of Certain Provisions. This Agreement shall terminate on the effective date of the termination of Assignor’s work as an independent contractor or employee for or with Assignee, subject to the survival of certain provisions as set forth in this Section. All representations, warranties, covenants, and obligations of Assignor shall survive the termination, expiration, or cancellation of this Assignment.

11. Successors. The provisions of this Assignment will be binding on the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

12. GOVERNING LAW AND VENUE. THIS ASSIGNMENT HAS BEEN EXECUTED IN, AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA. FURTHERMORE, EACH PARTY AGREES THAT EXCLUSIVE VENUE FOR ANY ACTION, PROCEEDING OR SUIT ARISING FROM OR OUT OF, EITHER DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT SHALL BE IN A FEDERAL OR STATE COURT IN THE STATE OF NEBRASKA.

13. Amendment. This Assignment may only be amended by the written consent of all of the parties to this Assignment at the time of such proposed amendment.

14. Entire Agreement; Counterparts. This Assignment contains the entire understanding among the parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Assignment, which are not fully expressed in such documents. This Assignment may be executed in one or more counterparts, all of which taken together will be considered one and the same agreement.

15. Headings. The section headings contained in this Assignment are for convenience only and should not be construed as part of this Assignment.

16. Waiver. The waiver by any party hereto of a breach of any provision of this Assignment does not operate as, and should not be construed as, a waiver of any subsequent breach by any party.

[remainder of page intentionally left blank - signature page follows]
 
5
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their duly authorized officers or agents, if applicable, effective as of the Effective Date.

ASSIGNOR:
 
 
/s/ Allan D. Angus                  11/29/06 
Allan D. Angus, individually



ASSIGNEE:

GABRIEL TECHNOLOGIES CORPORATION


By: /s/ Keith R. Feilmeier
Keith R. Feilmeier
Chief Executive Officer
 


[remainder of page intentionally left blank - Appendix A follows]
 
6
APPENDIX A

INTELLECTUAL PROPERTY OF ALLAN D. ANGUS


PATENT APPLICATIONS

 
1)
Provisional Patent No. 60/754,436, filed Dec. 28, 2005, entitled “Apparatus and Method for Controlling Autonomous and Assisted GPS Modes in a Wireless Mobile Terminal”; and

 
2)
Provisional Patent No. 60/754,350, filed Dec. 28, 2005, entitled “Wireless Mobile Terminal Using Sensors for Controlling Autonomous and Assisted GPS Modes”.


INVENTIONS AND INVENTION DISCLOSURES

 
1)
One or more inventions disclosed in the invention disclosure document entitled “RF Mesh-based Assisted Location Elements”;

 
2)
One or more inventions disclosed in the invention disclosure document entitled “ReFLEX Campus Operations For aGPS”; and

 
3)
Method of Interoperation Between Wireless LAN (802.11/WiFi) and Public Data Networks (ReFLEX and Others) c/w Support for Assisted GPS”.

 
 
7


Reference:
Security Exchange Commission - Edgar Database, EX-10.2 5 gabriel_ex1002.htm ASSIGNMENT OF INTELLECTUAL PROPERTY, Viewed October 21, 2021, View Source on SEC.

Who Helps With Assignment Of Intellectual Property Agreements?

Lawyers with backgrounds working on assignment of intellectual property agreements work with clients to help. Do you need help with an assignment of intellectual property agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of intellectual property agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

See Real IP Assignment Agreement Projects

California intellectual property contract agreement Drafting
  • California
  • 7 lawyer bids
  • $200 - $1,200
View Details
Florida IP Protection for Product Development Drafting
  • Florida
  • 5 lawyer bids
  • $250 - $750
View Details
Montana Licensing Agreement for Physical Therapy Code Drafting
  • Montana
  • 2 lawyer bids
  • $350 - $500
View Details
California Revenue Share Agreement Drafting
  • California
  • 6 lawyer bids
  • $350 - $2,500
View Details
California Revenue Share Agreement Drafting
  • California
  • 6 lawyer bids
  • $350 - $2,500
View Details
Colorado Employment Contract Review Review
  • Colorado
  • 3 lawyer bids
  • $385 - $475
View Details

See all IP Assignment Agreement projects


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need help with an Assignment Of Intellectual Property Agreement?

Create a free project posting
Draft Contract
Review Contract
Clients Rate Lawyers 4.9 Stars
based on 20,452 reviews

Meet some of our Assignment Of Intellectual Property Agreement Lawyers

Leonid G. on ContractsCounsel
View Leonid
5.0 (14)
Member Since:
February 22, 2024

Leonid G.

Principal
Free Consultation
Baton Rouge, Louisiana
8 Yrs Experience
Licensed in LA, MA, NY
New York University School of Law

I have been practicing law since 2018. I used to be a litigator at a nationwide practice before going in-house at a fintech company. I have experience drafting NDAs, SaaS contracts, service agreements, and stock purchase agreements.

Recent  ContractsCounsel Client  Review:
5.0

"Leonid was amazing. He understood the company ethos, our mission, and how to best update our contracts to serve both. He communicated with me on his progress and stayed within the budget I relayed to him. Will hire again for the next project."

See all Leonid's reviews
Donya G. on ContractsCounsel
View Donya
4.9 (61)
Member Since:
July 11, 2020

Donya G.

Contract, M&A, E-Commerce Attorney; Contract Dispute and Dispute Resolution Specialists
Free Consultation
United States
26 Yrs Experience
Licensed in CT, NY
Pace University School of Law

I am a New York and Connecticut–licensed contracts attorney with over 25 years of legal and business experience. I focus on drafting, reviewing, and negotiating commercial agreements, advising small businesses and international brokerage firms — particularly in eCommerce acquisitions. My practice includes asset purchase agreements, master services agreements, operating agreements, employment agreements, and a broad range of commercial contracts, as well as merchant services defense, breach of contract matters and arbitration. I have served as General Counsel to small businesses, a Vice President at an investment bank, a Civil Court Arbitrator and Hearing Officer, and a Judicial Clerk to a Civil Court Judge. My combined legal and business background enables me to deliver practical, strategic counsel tailored to each client’s objectives.

Recent  ContractsCounsel Client  Review:
5.0

"Thank you for all your help and advice I apprentice your time."

See all Donya's reviews
Morgan S. on ContractsCounsel
View Morgan
4.9 (17)
Member Since:
July 31, 2023

Morgan S.

Attorney
Free Consultation
Austin, Texas
5 Yrs Experience
Licensed in NY, TX, WV
University of Pittsburgh Law School

Corporate Attorney that represents startups, businesses, investors, VC/PE doing business throughout the country. Representing in a range of matters from formation to regulatory compliance to financings to exit. Have a practice that represents both domestic and foreign startups, businesses, and entrepreneurs. Along with VC, Private Equity, and investors.

Recent  ContractsCounsel Client  Review:
5.0

"Morgan was very detailed in his response and explanations. He showed me red flags, potential solutions, and where problems may occur. He explained some high risk clauses that did not make sense and I should not accept. Overall, Morgan saved me from bad business deal when I flagged his concerns to the counterparty. Thanks Morgan!"

See all Morgan's reviews
Allan K. on ContractsCounsel
View Allan
5.0 (6)
Member Since:
May 7, 2025

Allan K.

Litigator
Free Consultation
Westchester County, NY
28 Yrs Experience
Licensed in NJ, NY
University of Pennsylvania Law School

After graduating Columbia University and The University of Pennsylvania Law School, Allan Kassenoff spent 25 years as a litigator representing Fortune 100 companies, first at Kaye Scholer, LLP and then as a partner at Greenberg Traurig, LLP. Amongst the many awards he has received over the years, Allan has been named one of the “Leading Litigators in America” by Lawdragon 500 and a “Local/National Litigation Star” by Benchmark Litigation.

Recent  ContractsCounsel Client  Review:
5.0

"Allan was easy to work with, sharp and responsive. Highly recommend."

See all Allan's reviews
Elisher W. on ContractsCounsel
View Elisher
3.8 (3)
Member Since:
May 6, 2025

Elisher W.

Attorney
Free Consultation
Newport, Kentucky
5 Yrs Experience
Licensed in KY, OH
Northern Kentucky University, Salmon P. Chase College of Law

Attorney licensed in Kentucky and Ohio with four years experience in real estate transactional law (commercial and residential), litigation, construction law, and IP licensing. I have substantial experience in drafting and reviewing contracts as complex as billion dollar mining financing down to simple settlement agreements.

Chloe S. on ContractsCounsel
View Chloe
Member Since:
May 10, 2025

Chloe S.

Attorney
Free Consultation
Washington, DC
7 Yrs Experience
Licensed in DC
Georgetown School of Law

Chloe was born in Texas and graduated from the University of Houston, where she earned a Bachelor of Science in Political Science. Following undergrad Chloe relocated to the D.C. area where she worked as a special education teacher before attending law school at Howard University School of Law where she received her J.D. and Georgetown Law Center where she received an L.L.M. in taxation.

Cory B. on ContractsCounsel
View Cory
Member Since:
May 14, 2025

Cory B.

Attorney
Free Consultation
Seattle, WA
11 Yrs Experience
Licensed in FL, NJ, WA
Barry University School of Law

Over 10 years as a practicing attorney. Experience in both transactional and litigation matters, with a strong focus on commercial and residential real estate, contract law, business law, estate planning, and probate. Proven success in managing complex legal matters such as title disputes, real estate transactions, business and property acquisitions and sales, due diligence, property management, commercial leasing, evictions, probate disputes, and estate planning. Known for exceptional written and verbal communication, sound judgment, and the ability to guide clients through intricate and high-pressure situations. Ability to analyze and resolve issues efficiently and effectively with a strong focus on client relations and efficient resolution of legal matters.

Find the best lawyer for your project

Browse Lawyers Now

Lawyer Reviews for Assignment Of Intellectual Property Agreement Projects

Employment Contract Review

5.0
Kristen R.

"Kristen was great. She was very prompt and timely with emails even on a Friday night and over the weekend with a time-sensitive contract review. Her turnaround was quick and her advice confirmed my suspicions about the contract and the changes that needed to be made for the deal to work for me."

Colorado
Review
IP Assignment Agreement
ContractsCounsel User

Software Developer Agreement

5.0
Gregory B.

"Would recommend and hopefully will work together in the future, great explanations, great contract, great guy."

Drafting
IP Assignment Agreement
ContractsCounsel User

Attorney Needed: Structure Sale of Non-Transferable Upwork Agency Cash Flows (ToS-Compliant, SBA-Backed)

5.0
Ramanathan C.

"Great working with you"

Wyoming
Premium
Drafting
IP Assignment Agreement
ContractsCounsel User

intellectual property contract agreement

5.0
Donya G.

"Thank you for all your help and advice I apprentice your time."

California
Drafting
IP Assignment Agreement
ContractsCounsel User

Design IP assignment, circumvention, Manufacturing Agreements

5.0
Benjamin E.

"Took less than 1 hour to get a call from Benjamin after I submitted the inquiry. I was in a rush to get 3 documents in a day since I had a deadline. He listened to my concerns well and he assured me he got all my documents ready to move forward. Although I was a bit worried about the results, as it was my first time using contractscounsel and Benjamin, I got my documents done the next day. I am actually very happy and grateful the high quality and prompt work. I will get Benjamin's help again and he well deserves my 5 star review."

California
Drafting
IP Assignment Agreement
ContractsCounsel User
IP Assignment Agreement
5.0
75 active lawyers

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with an Assignment Of Intellectual Property Agreement?

Create a free project posting
Draft Contract
Review Contract
Clients Rate Lawyers 4.9 Stars
based on 20,452 reviews
Intellectual Property lawyers by top cities
See All Intellectual Property Lawyers
Assignment Of Intellectual Property Agreement lawyers by city
See All Assignment Of Intellectual Property Agreement Lawyers

ContractsCounsel User

Recent Project:
MedoSync
Location: Texas
Turnaround: A week
Service: Contract Review
Doc Type: IP Assignment Agreement
Page Count: 3
Number of Bids: 4
Bid Range: $185 - $700

ContractsCounsel User

Recent Project:
Review Pre-Incorporation IP Assignment Agreement (CA, 6 contributors)
Location: California
Turnaround: Less than a week
Service: Contract Review
Doc Type: IP Assignment Agreement
Page Count: 5
Number of Bids: 7
Bid Range: $250 - $999

Need help with an Assignment Of Intellectual Property Agreement?

Create a free project posting
Draft Contract
Review Contract
Clients Rate Lawyers 4.9 Stars
based on 20,452 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city