Assignment of intellectual property rights

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A range of intellectual property rights (such as copyright, trade marks and design rights) can be transferred with this template.

Author: Alasdair Taylor
Updated: 10 January 2023
Length: 6 pages
Notes: 7 pages
Format: MS Word (.DOCX)

This document may be used to assign or transfer intellectual property rights from one person or entity (the assignor) to another (the assignee).

It is a relatively straightforward document, and is easy to adapt for different types of intellectual property.

The template assignment of intellectual property rights may be used in relation to both registered intellectual property rights (such as registered trade marks and registered design rights) and unregistered intellectual property rights (such as copyright and unregistered design rights).

Identification of IPR

Because intellectual property rights are intangible, it is very important that they are properly identified in any assignment. A failure to properly identify rights may lead to the assignment covering too many rights, or too few. Registered rights are to be identified by reference to their registration particulars, such as registration numbers. Unregistered rights, by contrast, are to be identified by reference to the work or other matter in which they subsist. The two classes of right are combined in the "Assignment IP" definition used in the document.

Particular rights may be carved out from the definition of "Assignment IP", using an optional definition of "Excluded IP". "Excluded IP" might apply if, for example, you were using this document to assign all the rights in a short story, but wanted to exclude certain trade mark rights in the title.

Guarantees from the assignor

The assignment itself may be "with full title guarantee", ie with guarantees that the assignor owns all the relevant rights, the assignor can dispose of them as contemplated, the assignor will do all it can to complete the transfer, and the rights are transferred without encumbrances. Alternatively, the assignment may be limited to those rights that the assignor does in fact own.

Consideration: a quid pro quo

A special consideration clause is included. This should be used to identify whatever is being exchanged for the rights. This could be a sum of money, and may be nominal (eg GBP 1.00). It is important to identify consideration in an assignment, as the assignment may not be effective at law without consideration (unless contained in a deed).

Further assurance

An optional further assurance clause is also included. This provides that the assignor will do anything required by the assignee to perfect the assignee's ownership of the assigned rights. Where the assignment is made with "full title guarantee", there will be some cross-over, but it is generally better to spell out exactly what obligations the assignor has in this connection. The clause also allows you to specify whether the assignor has an obligation to assist the assignee with disputes relating to the assigned intellectual property.

Official records

An assignment of registered rights should itself be registered with the appropriate authorities. For example, an assignment of UK registered trade marks should be registered with the UK Intellectual Property Office.

  1. Definitions
  2. Consideration
  3. Assignment
  4. Moral rights
  5. Warranties
  6. Indemnity
  7. Limits upon exclusions of liability
  8. Further assurance
  9. General
  10. Interpretation

Can I use this template for assigning copyright where there are no other rights involved?

If are only assigning copyright, or only assigning trade mark rights, we recommend that you use a more specific template. The mixture of registered and unregistered rights in this assignment make it a little more awkward and a little less easy to use than the copyright assignment template and the trade mark assignment template.

What warranties are included in this document?

The suggested warranties (all of them optional) are as follows: a warranty that the assignor has the legal right and authority to enter into and perform its obligations under the assignment; a warranty that the assignor is the sole owner of all right, title and interest in the IP being assigned; a warranty that there are no subsisting licences of any rights in the assigned IP, and no subsisting agreements for the licensing of any rights in the assigned IP; and a warranty that, to the extent that the assigned IP constitutes registered IP, those registrations have been maintained and all renewal fees paid.

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Assignment of IP
05 October 2022  | 

Very helpful template covering all the required areas, sensibly laid out and easy to amend to suit the particular assignment