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Home/Templates/NDAs, confidentiality & IP/Intellectual property assignment agreement
Signable template

Intellectual property assignment agreement

Assigns work-product intellectual property to the company, with definitions, a moral-rights waiver, a prior-inventions schedule, and further-assurances duties. Use it with employees or contractors creating work for the business.

  • Made forEmployers
  • Reading time~3 min
  • What's includedFillable fields, signature blocks, and e-signature delivery through Diiirect.
Use this templateSign in or create a free account to customize and send for e-signature.

The template

This agreement transfers ownership of intellectual property created for the company to the company, and records what the creator made before and keeps out of the assignment. It is meant to be signed alongside an employment or services agreement.

1. Parties

This agreement is between Company name (the "Company") and Assignor full name (the "Assignor"), engaged as Engagement role or title. It takes effect on Effective date.

2. Definitions

  1. "Work product" means everything the Assignor creates, alone or with others, in the course of the engagement or using the Company's resources, confidential information, or direction β€” including inventions, software, designs, documentation, content, data models, processes, and improvements.
  2. "Intellectual property rights" means all rights in patents, copyrights, trademarks, trade secrets, database rights, design rights, and similar protections anywhere in the world, including applications and renewals.

3. Assignment

  1. The Assignor assigns to the Company, fully and irrevocably, all right, title, and interest in the work product and its intellectual property rights, effective on creation of each item.
  2. To the extent any right cannot be assigned in advance, the Assignor agrees to assign it as soon as it comes into existence, and assigns it now to the maximum extent the law allows.
  3. To the extent any right cannot be assigned at all, the Assignor grants the Company an exclusive, perpetual, irrevocable, worldwide, royalty-free license β€” with the right to sublicense β€” to use that right for any purpose.

4. Moral rights

To the maximum extent the law allows, the Assignor waives, and agrees not to enforce against the Company or its successors, any moral rights in the work product β€” including rights of attribution and integrity. Where a waiver is not permitted, the Assignor consents to the Company's acts and omissions that would otherwise infringe those rights.

5. Prior inventions

  1. The Assignor lists here everything they created before the engagement that they wish to exclude from this assignment ("prior inventions"): Prior inventions list. If the field is blank or says "none", the Assignor confirms there are none to exclude.
  2. Prior inventions remain the Assignor's property. If the Assignor incorporates a prior invention into work product, the Assignor grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license β€” with the right to sublicense β€” to use it as part of the work product.

6. Disclosure and cooperation

  1. The Assignor will promptly disclose to the Company all work product covered by this agreement.
  2. During and after the engagement, the Assignor will sign documents and take reasonable steps the Company requests β€” at the Company's expense β€” to obtain, register, defend, or enforce the assigned rights.
  3. If the Company cannot obtain the Assignor's signature after reasonable effort, the Assignor appoints the Company as attorney-in-fact solely to execute such documents on the Assignor's behalf.

7. Assignor commitments

  1. The work product will be original to the Assignor, except for properly licensed third-party or open-source materials disclosed to the Company in advance.
  2. The Assignor will not incorporate any third party's confidential information or any material that would impose license obligations on the Company without prior written approval.
  3. The Assignor has no conflicting obligation β€” to a former employer or anyone else β€” that would prevent full performance of this agreement.

8. General

  1. This agreement benefits the Company's successors and permitted assigns; the Assignor may not assign it without the Company's written consent.
  2. It supplements the employment or services agreement between the parties; if the two conflict on IP ownership, this agreement controls.
  3. Amendments must be in writing and signed by both parties. If any provision is unenforceable, it will be enforced to the maximum permitted extent and the rest remains in effect.

Signatures

Assignor: ✍ Assignor signature Date: Assignor signature date

For the Company: ✍ Company signature Date: Company signature date

Highlighted fields are filled in when you customize and send this document on Diiirect.

Jurisdiction note

How intellectual property can be assigned β€” including whether moral rights can be waived, whether future works can be assigned in advance, and any mandatory inventor compensation β€” varies significantly by jurisdiction. Have local counsel review before use.

Not legal advice

This template is provided for general informational purposes only and is not legal advice. Laws differ by jurisdiction and change over time β€” have a qualified professional review any document before you rely on it.

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