Assignment of Intellectual Property Rights - Jonathan Lea Network

Assignment of Intellectual Property Rights



This product constitutes an easily adaptable and comprehensive IP assignment letter agreement, together with a guide that aims to set out how to correctly fill-out the intellectual property assignment letter template and explain all significant provisions so as to allow you to put into effect a valid and legally binding confirmation of intellectual property assignment letter.

A form of this document was originally produced to give comfort to an institutional investor before making a £1 million investment in a UK startup and will be useful when giving notice to an assignee that IP rights have been transferred, providing both parties with peace of mind and a document to refer to as proof of assignment.

The detail below represents the start of the guidance document you will also receive on paying for the template letter agreement.


Clause breakdown

Clause 1 (Agreement to Execute the Letters Contents)
Clause 1 confirms that the assignor of the IP rights has agreed to execute the assignment of their IP rights in accordance with the terms of the letter and the terms of any prior engagement between the assignor and assignee.

Clause 2 (Definitions)
Clause 2 defines key terms of the letter that will apply throughout the process of assigning IP rights to another legal person. The definitions of intellectual property rights, intellectual property, and materials are all standard interpretations that are widely used in most IP agreements.

Clause 3 (Assignment of Current IP Rights)
This clause relinquishes the assignor of any IP rights that have not already been provided to the assignee over the course of a contract of employment or consultancy.

Clause 4 (Assignment of Future IP Rights)
This clause confirms that any future IP rights arising from any materials created by the assignor during their contract of employment or consultancy with the assignee are relinquished.

Clause 5 (Disclosure of Materials)
Clause 5 requires the assignor provides the assignee with all materials and data which the assignee deems necessary for the effective use of the assigned IP rights.

Clause 6 (Waiver of Moral Rights)
This clause relinquishes any of the moral rights creators of copyrighted works are entitled to for the result of allowing the assignee to freely use the works for any purpose.

Clause 7 (Compulsion to Act for the Fulfilment of This Letter)
Clause 7 compels the assignor to take any and all actions to pursue the fulfilment of the clauses within this agreement, whether these actions are necessary or merely desirable, and to ensure that the IP rights transferred in this agreement are vested absolutely with the assignee or the assignee’s successors.

Clauses 8-9 (Boilerplate clauses)
Clauses 8-9 are called “boilerplate” clauses. These kinds of provisions are repeated in all kinds of contracts and are responsible for regulating the operation of the contract.

Boilerplate clauses are often standard, and most are not typically heavily negotiated. They are nevertheless important as many contractual disputes depend on the drafting of boilerplate clauses such as entire agreement clauses.

All of the boilerplate clauses contained within this template use standard wording and are drafted as they would be for most agreements.

Where your input is required on the template

All areas that require your input have been highlighted in yellow within the template (except for the execution page). By way of summary, you will need to insert or amend the following information:

  • Date the agreement has been validly executed (please see page one);
  • Name of assignee company (please see page one);
  • Address of the assignee company (please see page one).

Clause 1

  • The nature of the individual’s engagement with the company (please see page one).

Execution page (please see page three)

  • The signature and name of the assignor;
  • The signature of the witness to the agreement;
  • The printed name of the witness;
  • The address of the witness; and
  • The Witness’s occupation.
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