Free IP Assignment Agreement Template | ContractMaker.ai

What's inside

Sections, vetted by counsel

01

Definitions

Precisely defines 'Intellectual Property' and 'Assigned IP,' setting the scope of what is being transferred — patents, copyrights, trademarks, trade secrets, software, and more.

02

Assignment Clause

The core transfer provision — irrevocably conveys all right, title, and interest in the Assigned IP to the Assignee, including work-made-for-hire language and future improvement rights.

03

Consideration

Documents the payment, services, or other value exchanged for the assignment, establishing that the transfer is legally supported by adequate consideration.

04

Representations & Warranties

Assignor warrants clear ownership, no prior liens or licenses, and no known third-party infringement claims — protecting Assignee from hidden title defects.

05

Further Assurances

Obligates Assignor to sign any additional documents needed to record the assignment with patent offices, copyright registries, or other agencies worldwide.

06

Indemnification

Assignor indemnifies Assignee against losses arising from warranty breaches or pre-closing infringement claims; mutual indemnification covers negligence.

07

Governing Law & Dispute Resolution

Specifies the controlling state law and binding arbitration process for resolving any disputes over the assignment.

How it works

From prompt to contract in 4 steps

1

Describe the IP being transferred

Tell the AI the type of IP (patent, copyright, software, etc.), the parties involved, and any consideration being paid.

2

AI drafts your agreement

ContractMaker generates a complete IP assignment agreement with all standard clauses, including Exhibit A for the asset description.

3

Review with Track Changes

Every AI customization appears as a tracked change so you can accept, reject, or modify each clause in Word or Google Docs.

4

Export and execute

Download as a DOCX, obtain signatures, and file with the relevant IP registry to perfect the transfer.

Build My IP Assignment Agreement

About

An IP assignment agreement is a written contract that permanently transfers all ownership rights in intellectual property — including patents, copyrights, trademarks, and trade secrets — from one party (the Assignor) to another (the Assignee). Unlike a license, which merely grants permission to use IP while the original owner retains title, an assignment is an outright sale of the IP itself. Typical use cases include founders transferring IP to their startup, developers assigning software to a client after a project, or companies buying out a contractor's creative work. A valid assignment requires clear identification of the IP being transferred, adequate consideration, and the Assignor's signature. Recording the assignment with the USPTO or U.S. Copyright Office is not legally required but provides public notice and protects against competing claims.

FAQ

Frequently asked questions

What is an IP assignment agreement?

An IP assignment agreement is a legal contract that permanently transfers ownership of intellectual property — such as a patent, copyright, or trademark — from one party (Assignor) to another (Assignee). Once signed, the Assignee holds full title to the IP.

Does an IP assignment need to be in writing?

Yes. Under U.S. law, assignments of patents, federally registered trademarks, and copyrights must be in writing to be legally effective. A written agreement also provides clear evidence of the transfer and its terms.

Can I assign IP I created while employed?

Employee-created IP often belongs to the employer under work-made-for-hire rules or an employment agreement. Before assigning IP, confirm you own it — or that your employer has released it in writing.

What should Exhibit A include?

Exhibit A should identify the IP with enough specificity that a third party could locate it: patent numbers and filing dates, copyright registration numbers and titles, trademark registration numbers, or a functional description of trade secrets or software.

Do I need to record the assignment with a government agency?

Recording is optional but strongly recommended. Recording a patent assignment with the USPTO and a copyright assignment with the Copyright Office provides constructive notice to the public and can affect priority in disputes.

What's the difference between an assignment and a license?

An assignment permanently transfers ownership; a license grants permission to use the IP while the licensor retains ownership. Use an assignment when you want to sell the IP outright and a license when you want to retain ownership and earn royalties.