A template for a simple assignment (transfer of ownership) of intellectual property from an Assignor to an Assignee, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - List the intellectual property being transferred in the Schedule. Anything not listed is not assigned. - Formalities matter. An assignment of copyright must be in writing and signed by or on behalf of the assignor (Copyright, Designs and Patents Act 1988, s 90), and an assignment of a registered trade mark must be in writing and signed by or on behalf of the assignor (Trade Marks Act 1994, s 24). - If the Assignee is paying nothing (no consideration), executing this as a deed is often prudent (see the execution block). A deed is not invariably required to transfer existing IP rights provided the statutory assignment formalities above are met, but it puts a gift beyond doubt. - Remember to record assignments at the relevant registry (for example, the trade mark register), and have a solicitor review before signing.
---
THIS ASSIGNMENT is made [as a deed] on [DATE]
BETWEEN (1) [ASSIGNOR NAME] of [ADDRESS] (the "Assignor"); and (2) [ASSIGNEE NAME] of [ADDRESS] (the "Assignee").
Agreed terms
1. Definitions. "IP Rights" means the intellectual property listed in the Schedule, together with all rights to sue for and recover damages for past infringements.
2. Assignment. The Assignor assigns to the Assignee absolutely, with full title guarantee, all of its right, title and interest in the IP Rights, including (so far as the law allows) any future rights in them, to hold for the full term of those rights.
3. Consideration. [In consideration of £[AMOUNT] (receipt of which the Assignor acknowledges) / This assignment is made by way of gift and is executed as a deed.]
4. Warranties. The Assignor warrants that it is the sole legal and beneficial owner of the IP Rights, that they are free from any third-party rights, and that, so far as it is aware, exploiting them does not infringe the rights of any third party.
5. Moral rights. To the extent permitted by law, the Assignor waives all moral rights in any copyright works within the IP Rights. A waiver of moral rights is effective only if given in writing by the individual author(s) or director(s) who actually hold those rights; ownership of the copyright does not by itself entitle the Assignor (for example, a company or other non-author owner) to waive them, so any necessary waiver should be obtained directly from the relevant individual(s).
6. Further assurance. The Assignor will, at the Assignee's request and cost, do all things and sign all documents reasonably necessary to give the Assignee full title to the IP Rights and to record this assignment at any relevant registry.
7. Governing law and jurisdiction. This assignment is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
If signed as a simple contract (consideration paid): Signed by [ASSIGNOR NAME]: __________________ Date: [DATE]
If executed as a deed (recommended where no payment is made): Executed as a deed by [ASSIGNOR NAME] in the presence of: Signature: __________________ Witness name: [NAME] Witness address: [ADDRESS] Date: [DATE]
Schedule, The IP Rights (e.g. trade marks with registration numbers; copyright works; registered/unregistered designs; domain names; know-how)
--- This template is a starting point and not legal advice. IP assignments have formality requirements and registration steps, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.