Intellectual Property (IP) refers to intangible creations of the human mind. There, you can learn more about the Intro.

Since we cannot physically possess intangible creations, the ownership of IP rights is decided according to the law. Generally, the IP is initially owned by its creator.

Any owned IP (or future-to-be-created-and-owned IP) can be assigned by its owner to a third-party. The assignment can encompass all rights or a determined part of the rights (e.g., right to commercialize). Following the assignment, the assignee can benefit from the assigned rights as if they were the initial owner of these IP rights.

Not being able to prove ownership rights (or licensing rights if your product uses licensed IP) will raise questions from investors and contractual partners and may ultimately result in a failed exit or a missed commercial opportunity.

You should have a 'paper trail' ensuring your ability to prove the validity of your rights on your IP, and, when needed, that those rights were transferred to you in the proper form.

Owning IP is a key element for companies. This is usually assessed in detail during a due diligence and can be a deal-breaker for investors if it turns out a company does not own all its IP.

If you do not own the IP, but a third party (e.g., employee, freelancer, service provider, ex-co-founder, etc.) does, this third party must assign the IP to your company. This is notably highly relevant when an employee or a service provider (e.g., freelancer, software developer company, content creator, R&D agreement, etc.) works on IP during the contractual relationship. This can mean writing some software code, participating in the invention process, drawing the trademarks or other brand elements of the company, etc. If such IP is not assigned, the owner retains all rights on the work and can prevent you from using it at any time.

An assignment is made formally by contract, in which the assignor assigns and transfers a defined set of IP to the assignee.

It can either be a separate agreement (generate our standard agreement here for free), or a clause of a bigger agreement (e.g., employment agreement, services provider agreement, software developer agreement etc.).

It can also be assigned implicitly (e.g., if a developer creates specific IP for a client). However, it is not recommended to rely on implicit assignment, and an agreement should always be entered into.

We recommend ensuring that all IP assignments are validly signed and stored so that you can easily prove ownership of all your key IP assets.

In some jurisdictions, some IP rights (or some parts thereof) cannot be assigned. To cover for that, and avoid having a foreign law potentially applicable to a service provider stop your company from owning all relevant IP, an assignment clause should contain a backup license clause where the assignor grants a wide and irrevocable license to the assignee for all non-assignable IP.

You also want to make sure that the assignor waives their rights to the assigned IP. This notably includes all moral rights. Without entering into the details, IP rights are split between moral rights (e.g., the right to be called the author of a book) and economic rights (e.g., the right to sell copies of a book). Moral rights (as well as some others) cannot be assigned, and the assignee ideally needs the assignor to waive them to ensure a peaceful use of the assigned IP.

Finally, some IP rights need to be registered (see for example Patents). Sometimes, only the author can register such rights. Therefore, you want to make sure that the assignor undertakes to assist you in the registration process.

Generate an IP assignment for free here. On the same link, you can also generate a standard employment agreement, including an IP assignment clause for employees, as well as a NDA.

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