IP Assignment Agreement

IP assignments transfer ownership, whereas licences grant permission to use. The drafting needs to be precise about what is being assigned (which rights, in which works, registered or unregistered), and the assignment of registered rights typically needs to be recorded with the relevant registry to be effective against third parties.

Why IP assignments matter so much in practice

The most common context for assignments in the SME world is contractor work: copyright in work created by an independent contractor vests in the contractor unless assigned, and if you want the IP to belong to the business, the assignment needs to be in writing and signed.

Equivalent issues arise on acquisitions and on transfers within group structures. The drafting is technical, but the consequences of getting it wrong are not subtle: the business does not own what it thinks it owns.

Without a formal written assignment, ownership can be disputed. And IP disputes are among the most expensive and damaging commercial disputes.

Example: a typical scope and fixed fee

For a single IP assignment between two parties, the typical scope looks like this.

What's included

• A consultation to understand the IP being transferred and the context
• Drafting of an IP assignment agreement covering the IP to be assigned, warranties, further assurance obligations, and any ongoing licence-back arrangements
• One round of revisions based on your feedback
• Final version ready to execute

What's outside this scope

• Negotiation with the other party beyond the scope described above
• IP registration or filing at the IPO or other registry
• Tax advice

Fixed fee: £395, no VAT.

How I will approach your matter

Once you have instructed me, I will arrange a consultation to understand the IP being transferred and the context before drafting. The drafting will be precise about what is and is not being assigned.

Common questions

When do I need an IP assignment?

Common situations include: a founder transferring IP created before incorporation into the company, a contractor assigning IP created during an engagement, or a business acquiring IP as part of a transaction. Without a formal assignment, ownership may be disputed.