Intellectual property assignment agreement
When work was created before a contract existed, or under a contract without a clear IP clause: one document that transfers the rights, with the formalities that make it valid in each country.
This Agreement is made on [date] between [Assignor name], [an individual / a company incorporated in [country], registered number [number]], of [address] (the "Assignor"), and [Assignee name], a company incorporated in [country], registered number [number], of [address] (the "Assignee").
Background. The Assignor has created the works and materials described in the Schedule (the "Works") [under the agreement dated [date] / independently]. The Assignee has paid, or will pay on signature, the consideration set out in clause 2.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, rights in software, databases, designs, trade marks, domain names, know-how and trade secrets, whether registered or not, and all similar rights anywhere in the world, including applications, renewals and extensions, and the right to sue for past infringement.
In consideration of [the sum of [amount] / the fees paid under the agreement dated [date]], the receipt and sufficiency of which the Assignor acknowledges, the Assignor makes the assignment in clause 3.
3.1 The Assignor assigns to the Assignee, with full title guarantee, all its right, title and interest in the Intellectual Property Rights in the Works, worldwide, for the full duration of those rights and any renewals, together with the right to sue and recover damages for past infringements.
3.2 The assignment covers in particular the rights to reproduce, represent and communicate to the public, distribute, rent, adapt, translate, arrange, modify, integrate into other works, and commercially exploit the Works, in any form, on any medium and by any means, known now or developed later where the law allows it, for any purpose.
3.3 The Assignor delivers to the Assignee the source files, source code, documentation and all materials needed to use and modify the Works.
To the extent permitted by law, the Assignor unconditionally and irrevocably waives all moral rights in the Works. Where moral rights cannot be waived, the Assignor consents to modifications, adaptations and uses without attribution needed for the normal exploitation of the Works and undertakes not to object to them unreasonably.
5.1 Materials owned by the Assignor before [date] and incorporated in the Works are listed in Part 2 of the Schedule. The Assignor grants the Assignee a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence, with the right to sub-license and transfer, to use them as part of the Works.
5.2 Third-party and open-source components are listed in Part 3 of the Schedule with their licences.
The Assignor warrants that: (a) it is the sole author and owner of the Intellectual Property Rights in the Works, or has acquired them in writing from their authors; (b) it has not assigned, licensed or encumbered them; (c) the Works are original and their use will not infringe any third-party rights; (d) no claim has been made or threatened in respect of them.
7.1 The Assignor shall, at the Assignee's cost, sign the documents and do the acts reasonably needed to register, perfect or enforce the Assignee's rights.
7.2 [Where permitted: The Assignor appoints the Assignee as its attorney to sign such documents if the Assignor fails to do so within [10] Business Days of a written request.]
This Agreement is governed by the law of [country or state], and the courts of [place] have exclusive jurisdiction.
Signed by the Assignor: name, signature, date ______________________
Signed for the Assignee: name, title, signature, date ______________________
Schedule. Part 1 – Works (title, description, date, format). Part 2 – Pre-existing materials. Part 3 – Third-party and open-source components and licences.
Step by step
- 1Copy the document and complete every [bracket].
- 2Read the practice notes for the countries concerned and adapt the clauses they mention.
- 3Have the signatories read it, then sign it electronically.
Watch-outs
What changes from one country to another, with the legal source.
In writing, signed by the assignor; moral rights waived in writing.
CDPA 1988, s 87 and 90(3)Signed writing needed; recording gives constructive notice.
17 U.S.C. §§ 204(a), 205Grant exclusive rights of use instead of an assignment; authors keep a right to fair remuneration.
UrhG §§ 29, 31, 32Each right listed with extent, purpose, place and duration.
CPI L131-3The rights of adaptation and derivative works (art. 27 and 28) are presumed not assigned unless expressly mentioned.
Japanese Copyright Act, art. 61(2)Copyright assignment contracts must be in writing and list the rights assigned.
PRC Copyright Law, art. 27Legal references checked on 15 Oct 2026. Rules change: check the source before you rely on it.
Questions people ask
Is it free?
Yes. Every template is free to read and copy: no sign-up, no email, no download.
Is this legal advice?
This template is for information and does not constitute legal advice; adapt it to your situation and local law.