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Intellectual property (IP) assignment agreement: Sample template for Ontario startups

In a technology business, it is often the value of the intellectual property (IP) assets that the investor finances or the purchaser pays for. It is critical to have “clean” ownership of any intellectual property that is critical to the operation and success of your business. If your products and services depend on certain key IP assets, an investor will undertake due diligence to understand your right to use such assets.

An intellectual property assignment agreement provides assurance to investors that the founders have legally transferred to the company the intellectual property required to run the business.

Make sure to engage qualified IP counsel at a very early stage of your business to ensure that you have the freedom to operate your business with your inventions and to make certain that your business can meet the due diligence requirements of investors. MaRS has created a sample template of an intellectual property assignment agreement to help streamline business for investors, founders and their respective legal advisors. While MaRS makes this document available for educational purposes and to facilitate the negotiation of terms between investors and startups, the template is yours to use at your own risk . Please see the disclaimer below.

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Intellectual Property Assignment Agreement (Assignee Friendly)

founder ip assignment agreement

An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another.

What is an Intellectual Property Assignment Agreement?

An intellectual property assignment agreement is an agreement to transfer intellectual property from one person or company to another. The agreement may also be referred to as an intellectual property transfer agreement, an IP assignment agreement or an IP transfer agreement.

When should you use an Intellectual Property Assignment Agreement?

An intellectual property assignment agreement should be used whenever transferring the rights in intellectual property ( IP ). There are a number of situations where you may need to do this. The most common for SMEs is where an individual has done work for a company as a consultant without using a consultancy agreement with the result that the consultant and not the company, owns the IP in the work. It is also necessary to transfer IP where founders create IP before incorporating or being employed by a company and, as a result, title to the IP vests in the founder.  

Why is an Intellectual Property Assignment Agreement important and why should you use it?

Investors in early stage companies will often require the company and key employees to give warranties confirming that the company owns all material IP used by the company. Any IP not owned by the company will need to be transferred to the company before the investment is completed. Failing to transfer the IP can materially impact the valuation of the company or, in extreme cases, lead investors to pull out of the transaction.

It is necessary to use a written agreement for an assignment of certain types of IP (such as copyright) to be effective. Further, it is important to ensure that the agreement is an enforceable contract. For the contract to be enforceable there must be some form of consideration paid in exchange for the IP. The amount of consideration payable will depend on the situation in which the IP is being transferred. If a consultant or founder is transferring IP that should have been owned by the company, the consideration should be a nominal amount - the PocketLaw agreement provides for a payment of £1, which is deemed to have been received by the assignor (note that some form of consideration is required for the agreement to be an enforceable contract). The IP can, however, be transferred for valuable consideration or as part of an asset sale.

An IP assignment will also include warranties to confirm that the assignor is the owner of the intellectual property being transferred and that the assignor has the right to transfer the intellectual property. Transferring intellectual property without these assurances means that your company will have limited or no recourse should it transpire that the assignor did not own or have the right to transfer the intellectual property.

What are the common pitfalls of an Intellectual Property Assignment Agreement?

Where possible, it is important to clearly describe the IP being transferred. IP by its nature is not physical so failing to accurately describe the IP can result in disputes about what has been transferred. 

Further, there are several different types of IP (copyright, patents, trade marks and designs). Certain IP rights can also be registered. Depending on what is being transferred it may be necessary to take additional steps to perfect the transfer (for example notifying the appropriate register of the transfer). The agreement should include a requirement that the assignor takes the necessary steps to perfect the transfer and specify which party is required to pay any associated costs (such as registration fees).

In addition where copyright is being transferred, the assignor should also ensure that the assignor waives their moral rights (such as the right to attribution) in respect of the copyrighted work.

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What are IP Assignment Agreements?

For the high-growth startups we represent (and into which our venture capital clients invest), intellectual property (IP) is typically the core asset driving the company’s value. Ensuring that the company’s IP is properly owned and protected can therefore be the difference between success and failure. It is somewhat surprising then, how often founders fail to ensure that their companies do, in fact, own this critical property. Founders who eschew legal representation in favor of low-cost, automated options tend to fall into this trap most often. Most automated or semi-automated providers of startup legal documentation fail to provide even a basic IP assignment and confidentiality agreement—an essential document that all company personnel (founders included) must sign to ensure that IP is both validly assigned to the Company and protected from disclosure. When used with employees and consultants, IP assignment and confidentiality clauses are typically bundled into a single contract, often called a “Proprietary Information and Inventions Assignment Agreement” or a “Confidential Information and Inventions Assignment Agreement” (though there are many names that can be used here).

What are IP assignment agreements?

IP assignment agreements are contracts between a business and its personnel that transfer ownership of IP created by the personnel during their employment or engagement with the business. IP can include patents, trademarks, copyrights, and trade secrets. The agreement ensures that the business retains ownership of any IP created by the personnel, even after they leave the business. Even if your personnel are not involved in creating IP, it’s advisable to have these agreements in place—you never know where the next great idea might come from, and in any case, it’s easier to get this agreement signed than it is to explain to an investor or acquirer why you didn’t. Without an IP assignment agreement, personnel may be able to claim personal ownership of the IP they created, which can be deadly to a business that relies on IP for its value. If you are missing these agreements, investors and acquirers will notice and it can cause your financing or acquisition to fall through, particularly if the personnel who failed to sign have left or are otherwise unwilling to sign.

What are confidentiality agreements?

Confidentiality agreements, also known as non-disclosure agreements (NDAs), are contracts between a business and its personnel that prevent the personnel from disclosing confidential information about the business. Confidential information can include trade secrets, customer information, financial information, and any other information that is not publicly available. Most founders innately understand the importance of maintaining confidentiality, so rarely fail to have an NDA in place with individuals to whom they provide sensitive information. It should be noted, though, that having confidentiality agreements with your employees and consultants has become particularly important in recent years, as states and the federal government have sought to restrict the use of noncompetition agreements. Having a strong confidentiality agreement can be the key to ensuring that your ex-employees don’t take valuable information to your competitors.

While confidentiality obligations are self-explanatory and a “must-have”, you must also remember that an NDA does not necessarily include an IP assignment agreement. NDAs, particularly those provided by automated/semi-automated document providers, are often designed for use solely during preliminary conversations with potential commercial or collaboration partners. In that context, NDAs do not (and likely should not) have any clauses providing for the transfer of IP ownership. It is therefore critical that you do not simply ask your employees and contractors to sign a “standard” NDA—yes, that agreement will likely prevent those folks from sharing your sensitive information, but if you’re paying them to create IP for you, you’ll also want language that ensures that your company actually owns the work product they create.

Please remember, have your personnel (employees, contractors and even advisers) sign an IP assignment and confidentiality agreement, ideally on the day that individual first starts working for you. File that agreement away somewhere safe (ideally with your lawyer). These agreements ensure that the business retains ownership of its IP and that confidential information is kept secret. If you need help drafting IP assignment and confidentiality agreements, consult with a qualified attorney with experience in representing high-growth startups (believe it or not, there’s “magic language” needed to ensure these agreements work properly, and even a Supreme Court case about it).

What are IP Assignment Agreements?

Wyrick Robbins Yates & Ponton LLP

For the high-growth startups we represent (and into which our venture capital clients invest), intellectual property (IP) is typically the core asset driving the company’s value. Ensuring that the company’s IP is properly owned and protected can therefore be the difference between success and failure. It is somewhat surprising then, how often founders fail to ensure that their companies do, in fact, own this critical property. Founders who eschew legal representation in favor of low-cost, automated options tend to fall into this trap most often. Most automated or semi-automated providers of startup legal documentation fail to provide even a basic IP assignment and confidentiality agreement—an essential document that all company personnel (founders included) must sign to ensure that IP is both validly assigned to the Company and protected from disclosure. When used with employees and consultants, IP assignment and confidentiality clauses are typically bundled into a single contract, often called a “Proprietary Information and Inventions Assignment Agreement” or a “Confidential Information and Inventions Assignment Agreement” (though there are many names that can be used here).

What are IP assignment agreements?

IP assignment agreements are contracts between a business and its personnel that transfer ownership of IP created by the personnel during their employment or engagement with the business. IP can include patents, trademarks, copyrights, and trade secrets. The agreement ensures that the business retains ownership of any IP created by the personnel, even after they leave the business. Even if your personnel are not involved in creating IP, it’s advisable to have these agreements in place—you never know where the next great idea might come from, and in any case, it’s easier to get this agreement signed than it is to explain to an investor or acquirer why you didn’t. Without an IP assignment agreement, personnel may be able to claim personal ownership of the IP they created, which can be deadly to a business that relies on IP for its value. If you are missing these agreements, investors and acquirers will notice and it can cause your financing or acquisition to fall through, particularly if the personnel who failed to sign have left or are otherwise unwilling to sign.

What are confidentiality agreements?

Confidentiality agreements, also known as non-disclosure agreements (NDAs), are contracts between a business and its personnel that prevent the personnel from disclosing confidential information about the business. Confidential information can include trade secrets, customer information, financial information, and any other information that is not publicly available. Most founders innately understand the importance of maintaining confidentiality, so rarely fail to have an NDA in place with individuals to whom they provide sensitive information. It should be noted, though, that having confidentiality agreements with your employees and consultants has become particularly important in recent years, as states and the federal government have sought to restrict the use of noncompetition agreements. Having a strong confidentiality agreement can be the key to ensuring that your ex-employees don’t take valuable information to your competitors.

While confidentiality obligations are self-explanatory and a “must-have”, you must also remember that an NDA does not necessarily include an IP assignment agreement. NDAs, particularly those provided by automated/semi-automated document providers, are often designed for use solely during preliminary conversations with potential commercial or collaboration partners. In that context, NDAs do not (and likely should not) have any clauses providing for the transfer of IP ownership. It is therefore critical that you do not simply ask your employees and contractors to sign a “standard” NDA—yes, that agreement will likely prevent those folks from sharing your sensitive information, but if you’re paying them to create IP for you, you’ll also want language that ensures that your company actually owns the work product they create.

Please remember, have your personnel (employees, contractors and even advisers) sign an IP assignment and confidentiality agreement, ideally on the day that individual first starts working for you. File that agreement away somewhere safe (ideally with your lawyer). These agreements ensure that the business retains ownership of its IP and that confidential information is kept secret. If you need help drafting IP assignment and confidentiality agreements, consult with a qualified attorney with experience in representing high-growth startups (believe it or not, there’s “magic language” needed to ensure these agreements work properly, and even a Supreme Court case about it).

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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Assignment of Intellectual Property Rights (IP Rights) Template

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What is an Assignment of Intellectual Property Rights (IP Rights) Template Template?

An Assignment of Intellectual Property (IP) Rights is a legal document or agreement where the owner of the intellectual properties transfers the ownership rights of the intellectual properties to another individual or entity.

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Assignment of Intellectual Property Rights (IP Rights) Template FAQ

Table of Contents

What are Intellectual Property rights?

Intellectual Property Rights (IPR) are legal rights granting creators control over their creations.

These rights allow the holders to benefit from their work or investment in a creation. Intellectual property includes patents,  copyrights ,  trademarks ,  design rights , and trade secrets.

Examples of intellectual property

  • Patents:  Protect inventions or processes for a certain period, typically 20 years.
  • Trademarks:  Protect symbols, names, and slogans used to identify goods or services.
  • Copyrights:  Protect the expression of ideas (e.g., a book or painting) and give the holders exclusive rights to reproduce their work.
  • Design rights:  Protect the visual design of objects.
  • Trade secrets:  Protect confidential and proprietary information and business processes.

Assignment of Intellectual Property rights

An Assignment of Intellectual Property Rights sets forth the transference of proprietorship between the seller and the purchaser of a company’s intellectual property, allowing the seller to receive remuneration and the buyer to commercialise the intellectual property.

Importance of clear IP assignment

Unambiguous assignment of intellectual property rights is fundamental to avoid future disputes and ensure a transparent and equitable rights transfer.

It’s crucial for a business and its stakeholders to maintain transparent records regarding the ownership of intellectual property rights.

Things to include in an IP rights template

When drafting an assignment of intellectual property rights template, consider including the following key elements:

  • Definition of Intellectual Property:  Clearly define what is being transferred.
  • Details of Parties Involved:  Include names and addresses of the assignor and assignee.
  • Transfer of Rights:  Explicitly state the rights being transferred and any limitations.
  • Warranties and Representations:  Outline any guarantees the assignor makes about the intellectual property.
  • Consideration:  Detail any payment or compensation for the assignment.
  • Governing Law:  Specify the law governing the agreement.
  • Signatures:  Include space for the signatures of both parties.

founder ip assignment agreement

Drafting notes for IP assignment agreement

While drafting the Assignment of Intellectual Property Rights, ensure that the rights to be assigned are explicitly and accurately described and that any warranties and further actions required for the effective transference of ownership are clearly outlined.

The template should presuppose various categories and consider potential infringements.

Understanding Intellectual Property rights

Intellectual Property Rights (IPR) are foundational in fostering innovation and economic development. They empower creators with exclusive rights to their innovations, providing a legal framework enabling individuals and companies to earn recognition or financial benefits from their inventions or creations.

Example of Intellectual Property

  • Apple’s Logo:  A trademarked design representing the Apple brand.
  • Harry Potter Series:  Protected by copyright, allowing J.K. Rowling exclusive rights to reproduce her work.
  • Coca-Cola Formula:  A famous example of a trade secret that is closely guarded by the company.
  • New Pharmaceutical Drugs:  Often protected by patents, granting the inventor exclusive rights to produce and sell the drug for a specified period.

The essence of assigning Intellectual Property rights

Assigning Intellectual Property Rights is an essential mechanism in corporate transactions, and it clarifies the ownership and usage rights of intellectual property between the seller and the buyer.

This process helps eliminate disputes and ensures that both parties are on the same page regarding exploiting the intellectual properties involved.

The necessity of transparent ownership

Having a transparent and concise record of intellectual property ownership is indispensable. It provides transparent information about the rightful owner and sets a solid foundation for enforcing intellectual property rights, protecting them against infringement, and utilising them for business development.

Key components of an IP Rights Assignment template

When curating an IP rights assignment template, it is pivotal to encapsulate the following elements to maintain clarity and legal integrity:

  • Assignment Details:  Clearly articulate the intellectual property being transferred and the scope of the rights being assigned.
  • Parties’ Information:  Detailed information about the assignor and the assignee.
  • Date of Assignment:  The effective date from which the assignment is valid.
  • Terms and Conditions:  Specific terms and conditions governing the assignment, including any restrictions or limitations.
  • Conflict Resolution:  Mechanisms for resolving any disputes arising from the assignment.
  • Confidentiality Clause:  Provisions for maintaining the confidentiality of sensitive information.
  • Termination Clause:  Conditions under which the assignment may be terminated.

Comprehensive drafting

In creating an Assignment of Intellectual Property Rights, meticulous attention should be paid to detailing every aspect of the intellectual property involved, including any previous licenses or assignments. Adequate descriptions and specificity are crucial to avoid potential conflicts and ensure the effectiveness of the assignment.

Create an IP Rights Assignment template

Understanding and adequately assigning Intellectual Property Rights is crucial in safeguarding the interests of creators and companies.

A well-drafted assignment stipulates both parties’ rights, obligations, and expectations, reducing the likelihood of disputes and fostering a harmonious business relationship. 

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IP Assignment Agreement

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Had help with your startup? Nail down intellectual property rights and protect your ideas, designs and secrets with an Intellectual Property Assignment Agreement. (Good to know: non-disclosure and IP are covered in our Employment Agreements .)

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FAQs - IP Assignment Agreements

What is Intellectual Property?

  • pieces of writing

What are intellectual property rights (IPRs)?

Who owns intellectual property rights?

  • If intellectual property is created by an employee as part of their job and they have an Employment Agreement in place, the IP is presumed to be owned by the employer.
  • If IP rights have been registered, the person or entity named on the register owns those rights. They are the only party with the right to transfer ownership.

What IP rights can be transferred?

  • industrial designs
  • geographical indications
  • trade secrets

What is an IP Assignment document?

Why do I need an IP Assignment Agreement?

Who should I have an IP Assignment with?

Do SeedLegals Employment Agreements include IP Assignment?

How can I write an Intellectual Property Assignment?

What's included in an Intellectual Property Assignment contract?

  • details of the assignor
  • details of the assignee
  • details of the assignment
  • any payment for the IP rights
  • indemnities against future losses or legal risk, if they apply

How is an IP Assignment different from a Founders Agreement?

How long does an IP Assignment last?

Is an IP Assignment contract legally binding?

Can I use a SeedLegals IP Assignment Agreement if my collaborators are overseas?

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IP Assignment Agreement Review

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An intellectual property (IP) assignment agreement is a legal contract between a party that transfers its intellectual property rights (assignor) to another party (assignee). This agreement outlines the specifics of the transfer, including the type of IP, the scope of the assignment , compensation, and conditions.

How Do I Review an IP Assignment Agreement?

The purpose of an IP assignment agreement is to facilitate the transfer of patents, copyrights , trademarks , and other valuable IP. For this reason, it is vital that an IP assignment agreement is thoroughly reviewed before the parties execute the contract.

To review an IP assignment agreement, follow these steps:

  • 1. Read entire contract Before agreeing to sign an IP assignment agreement, you need to read the entire document. You should familiarize yourself with the basic terms found in the contract and ensure that the provisions laid out in the contract accurately represent the agreement between the parties.
  • 2. Note key terms and provisions Identify the key terms of the agreement like the type of intellectual property and the rights and restrictions that are attached to the property. Make sure that you understand these terms and make a list of any provisions you’re unsure about or that may need to be readdressed and further negotiated.
  • 3. Verify financial terms Be sure to double-check any provisions that include financial terms.
  • 4. Be prepared to negotiate If you find any terms that need clarification, modification, or adjustments, prepare to negotiate with the other party to reach an agreement that is fair for both sides.
  • 5. Seek legal help Intellectual property assignment agreements can be complex legal documents . Before signing this contract, you should consider seeking legal advice from an experienced intellectual property lawyer . An attorney can provide guidance, review the contract for mistakes, and offer recommendations.

Reviewing an IP Assignment Agreement requires an eye for detail and a deep understanding of the legal implications of transferring intellectual property ownership rights.

When you hire an attorney to review this type of contract, you are ensured that your rights and interests are protected. An intellectual property lawyer will have experience with assignment agreements and will know what terms must be included to make the contract legally binding and enforceable.

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What Should I Look for in an IP Assignment Agreement

A comprehensive IP assignment agreement should include the following key terms:

  • Party information The names and contact information of the assignor and assignee.
  • Intellectual property description A clear and detailed description of the intellectual property being transferred, including the type of IP like whether it's a patent, copyright, trademark, or other type.
  • Scope of assignment The extent of the rights to the intellectual property being transferred like whether the assignment encompasses all rights or involves some restrictions.
  • Consideration The monetary payment, equity, royalties, or other value being exchanged for the assignment.
  • Warranties and representations Any assurances made by the assignor regarding the authenticity of the IP and its non-infringement.
  • Termination clause The circumstances under which the assignment can be terminated by either party. This section should include any required notice of termination and consequences for terminating before the contract term is up.
  • Governing law and jurisdiction The parties should agree upon what laws and jurisdiction will govern the agreement in case of a dispute.
  • Confidentiality Provisions to protect any sensitive information shared between the parties.
  • Recordation Whether the assignment will be recorded with relevant authorities like the United States Patent and Trademark Office (USPTO).

If you are unsure what provisions should be added to your agreement to best protect your interests, always consult with an experienced intellectual property attorney.

founder ip assignment agreement

Benjamin W.

How does an ip assignment agreement work.

To successful assign intellectual property to an assignee through an assignment agreement, the following process should be followed:

  • The assignor (current owner of the IP) and assignee (new owner of the IP) must negotiate and agree on the transfer, including terms like compensation and assignee rights.
  • A lawyer familiar with intellectual property assignment should draft the contract incorporating the agreed-upon terms and ensuring legal compliance.
  • Both parties are encouraged to thoroughly review the drafted agreement to ensure accuracy, clarity, and mutual understanding. Negotiations can address and fix any discrepancies.
  • Once both parties are satisfied with the agreement, they sign the contract, indicating their consent to the terms. Depending on the laws of the jurisdiction, the signatures may need to be notarized.
  • Once the contract is signed, the assignor transfers ownership rights to the assignee.
  • Depending on the jurisdiction and type of IP, the assignment may need to be recorded with a specific government agency to establish public notice.

Each step in this process is vital to transfer intellectual property rights legally and securely between parties.

What are the Three Major Methods of IP Assignment?

IP assignment typically occurs through three major methods:

  • Assignment deed A formal written agreement where the assignor expressly transfers ownership rights to the assignee.
  • Incorporation by reference An agreement refers to another document like an employment agreement , that contains IP assignment clauses .
  • Employment agreement When an employee creates intellectual property in the course of their employment, an employment agreement should include provisions that assign ownership of the created IP to the employer.

Each of these methods are used in different scenarios with different purposes. Whenever you are planning to assignment intellectual property rights, always consult with an attorney to determine which method is right for you.

Should I Hire a Lawyer to Review an IP Assignment Agreement?

Yes. Even though it is not legally required for a lawyer to draft and review an IP assignment agreement, it is highly recommended to have a legal professional create or at least review this contract.

Hiring a lawyer to review your contract provides the following benefits:

  • Legal expertise Lawyers who specialize in intellectual property will understand assignment contracts and the legal implications of IP assignment. Your lawyer can identify potential weaknesses in the agreement that non-legal professionals might overlook.
  • Customization Every intellectual property assignment agreement will be different depending on the type of IP and the needs of the parties. A lawyer can tailor the agreement to suit the goals of the parties involved.
  • Risk mitigation A lawyer's review helps identify and address potential legal risks, protecting your interests and reducing the likelihood of disputes.
  • Advocacy If certain terms need to be revised, a lawyer can negotiate more favorable terms on your behalf.
  • Confidence in the contract Knowing that a legal professional has thoroughly reviewed the agreement can provide you with confidence and peace of mind.

An IP assignment agreement can have significant legal and financial implications for the assignor and assignee. Any mistakes could lead to disputes between the parties or even an infringement lawsuit.

When you hire a lawyer to review the IP assignment agreement, the lawyer will ensure that the contract is fair, follows all applicable laws in the jurisdiction, and will be legally enforceable if a dispute arises.

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Do you need help with an IP assignment agreement? If so, post a project in ContractsCounsel's marketplace to receive bids from lawyers who are licensed to practice law in your state and can handle your project. All lawyers on the ContractsCounsel's platform are vetted by our team to make sure you are provided with top-tier service.

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Terry Brennan is an experienced corporate, intellectual property and emerging company transactions attorney who has been a partner at two national Wall Street law firms and a trusted corporate counsel. He focuses on providing practical, cost-efficient and creative legal advice to entrepreneurs, established enterprises and investors for business, corporate finance, intellectual property and technology transactions. As a partner at prominent law firms, Terry's work centered around financing, mergers and acquisitions, joint ventures, securities transactions, outsourcing and structuring of business entities to protect, license, finance and commercialize technology, manufacturing, digital media, intellectual property, entertainment and financial assets. As the General Counsel of IBAX Healthcare Systems, Terry was responsible for all legal and related business matters including health information systems licensing agreements, merger and acquisitions, product development and regulatory issues, contract administration, and litigation. Terry is a graduate of the Georgetown University Law Center, where he was an Editor of the law review. He is active in a number of economic development, entrepreneurial accelerators, veterans and civic organizations in Florida and New York.

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www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and top reviews.

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My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, Tax, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the 2024 Super Lawyers Southwest Rising Stars list. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing.

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founder ip assignment agreement

What is a Founders Agreement?

Why is a founders agreement important.

  • It identifies and sets out the role of each founder from the beginning.
  • It provides clear rules for resolving conflicts and disputes that may arise in running the startup.
  • It sets out share transfer restrictions, such as pre-emption rights and rights of first refusal.
  • Most founders agreements will include a vesting schedule. Vesting schedules protects the startup and other founders against a founder leaving without fully contributing, but keeping all their shares. It also incentivises founders to stay.
  • It sets out a set of matters that can only be decided by all founders (key matters such as capital raising, exits, capex, opex etc.).

What should you include in a Founders Agreement?

The founders      , the business      , intellectual pr operty      , transfer of ownership provisions      , contributions      , roles and responsibilities      , decision-making and dispute resolution      , vesting      , confidentiality, non-disclosure and non-competes      , dissolution and termination clauses      , governing law and dispute resolution      , ​basic steps to creating a founders agreement, choose a format,   take your time, get legal advice, get financial advice , review individually, is there a difference between founders and shareholders agreements        .

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Dear Founders: Here Are Three IP Mistakes to Watch-Out For

founder ip assignment agreement

Introduction

Over the past six months, my firm has been engaged by a number of startups with significant intellectual property (“IP”) problems.  In a couple of cases, the founders played lawyer on their own; in the other cases, the founders either used (i) a Web service that did not address IP issues or (ii) an inexperienced law firm.  The purpose of this blog post is to briefly discuss the three most common IP mistakes that founders make.

Mistake #1 –Your Prior Employer Actually Owns the IP

If any founders were employed prior to launching their startup, they must ensure that none of the prior employers have any rights to the startup’s IP.  This would arise as a result of a founder improperly “moonlighting” (i.e., working on the startup) while employed.  Even a founder’s use of a prior employer’s laptop and/or cell phone in connection with the new venture could be a problem.

Who owns the IP — the old employer or the founder/startup — is governed by state law and the terms of any agreements that the founder executed.  Accordingly, legal counsel must review all of the written agreements between the founder and his prior employer (as well as the employee handbook/manual) to determine if there are any provisions that may give the prior employer rights to the startup’s IP. 

Under California law (regardless of what the agreements or other documents say), an employee owns any “inventions” that that he developed entirely on his own time without using the employer’s equipment, supplies, facilities or trade secret information, except for those inventions that either: (i) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (ii) result from any work performed by the employee for the employer.

The nightmare scenario for founders is that they are heads-down and working on their startup for a number of years and finally get some headlines on a successful financing or exit.  Then the prior employer rears its ugly head and claims that it actually owns the startup’s IP.  Unfortunately, I was involved in such a scenario a few years back, and it cost the founders a lot of money to get the prior employer to agree to execute a waiver.

Mistake #2 – You Did Not Assign to the Company All IP Created Pre-Incorporation

Any IP created by a founder (e.g., code, designs, logo, etc.) prior to incorporation must be assigned to the company.  Usually this is done as part of the founder’s Restricted Stock Purchase Agreement pursuant to which the IP is contributed to the startup as full or partial consideration for the shares of common stock issued to him in a tax-free transaction under Section 351 of the Internal Revenue Code.

A huge problem arises if one of the founders leaves prior to incorporation and takes his rights to the IP along with him; or if the assignment of IP is not properly made and the founder leaves post-incorporation, but prior to this issue being cleaned-up.  In both cases, the company is in the difficult position of trying to negotiate with a departed founder.  (This issue is akin to trying to negotiate with a departed founder who is not subject to a vesting schedule – see post here .)

Another problem often arises with respect to IP created pre-incorporation by outside developers or contractors (i.e., non-founders), particularly if they are located outside of the United States.  The IP created often never gets assigned to the company at all either because there was no written agreement or because the company was not a party to the agreement (because it did not exist at the time).

Mistake #3 – You Did Not Assign to the Company All IP Created Post-Incorporation

Once the corporation has been formed, the ownership of the IP should be protected by requiring all of the company’s founders, employees and contractors to execute a Confidential Information and Invention Assignment Agreement (“CIIAA”).  This is a standard agreement and automatically assigns to the company any IP created by founders, employees and contractors post-incorporation.  (Note that there are three different forms depending upon who the counterparty is.)

As discussed above, any IP created pre-incorporation will typically be assigned to the company in exchange for equity.  In other words, the startup actually purchases the pre-incorporation IP.  With respect to IP created post-incorporation, the CIIAA is typically referenced in the offer letter that employees must sign or the contractor agreement that contractors must sign, and thus no separate legal consideration is necessary.  Moreover, the IP creation and assignment is forward-looking.   

Again, IP-ownership problems often arise in the context of a financing or an M&A transaction when the investors or acquiror is unable to establish a clear chain of title to the startup’s IP as part of their legal due-diligence investigation.  This is why it is critical that IP issues be addressed early on.  Indeed, the last thing a founder wants is to be chasing down (and negotiating with) old developers and/or departed founders in the mist of a transaction.

If a startup’s most valuable asset is its IP/technology, it is self-evident that reasonable steps must be taken to protect that asset and to ensure it is legally owned by the startup.  While the above mistakes should be a helpful introduction, founders must understand that IP protection comes in different forms, and one size does not fit all.  For example, for certain startups the filing for a patent may be appropriate; for other startups, a patent may be a waste of time and money.  Accordingly, the first step for founders is to sit down with experienced startup counsel and identify all of their startup’s IP.  They then need to come-up with an effective, reasonably-priced strategy to protect such IP.

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founder ip assignment agreement

Founder Ip Assignment Agreement

As a founder of a startup, protecting your intellectual property (IP) is crucial to the success of your business. One of the most important steps in this process is drafting a Founder IP Assignment Agreement.

This agreement serves as a legally binding contract between the founders of a company and outlines the ownership rights and responsibilities of the intellectual property created by each founder during their involvement with the company. It ensures that all original work and ideas developed by each founder belong exclusively to the company, rather than to the individual who created them.

The Founder IP Assignment Agreement should include several key provisions to protect the company`s intellectual property. These provisions typically include:

1. Definition of Intellectual Property:

This section should explicitly define all forms of intellectual property, including patents, trademarks, copyrights, and trade secrets, that the agreement encompasses.

2. Acknowledgment of Contributions:

Each founder should list all the ideas, products, or materials they have contributed to the company and acknowledge the company`s ownership of these assets.

3. Non-Disclosure and Confidentiality:

The document should also include a non-disclosure and confidentiality clause to prevent founders from sharing confidential company information with others.

4. Waiver of Moral Rights:

Founders should waive their moral rights to the intellectual property they have created and grant the company the right to use and modify their work as necessary.

5. Duration and Termination:

The agreement should specify the beginning and end date of the assignment and the circumstances whereby the agreement may be terminated.

Overall, a Founder IP Assignment Agreement is an essential tool that protects the intellectual property of a startup. It is important to have an experienced attorney draft this agreement to ensure that it is legally binding and meets all the necessary legal requirements. By doing so, founders can safeguard their intellectual property and ensure the long-term success of their business.

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🤯 IP Assignment Agreement

An IP assignment agreement is a contract between a company and an individual in which the company agrees to assign all of its intellectual property rights to the individual. The agreement typically covers all of the company's patents, copyrights, and trademarks. The agreement may also cover trade secrets, know-how, and other confidential information.

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COMMENTS

  1. Explicit IP Assignment Agreement for a Founder

    An explicit founder IP assignment agreement is paramount for founders in safeguarding their IP rights and establishing a solid foundation for their startups. IP assignment agreement for founder provides clarity and legal protection by explicitly transferring the founder's IP to the company. It protects the founder's innovations, instills investor confidence, mitigates legal risks, and allows ...

  2. 4 Rules for Startup Founders About Intellectual Property ...

    As such, founders should transfer all their IP to the company with an IP Assignment Agreement. As shareholders of the company, the founders will still receive value from their IP. Employees

  3. Intellectual property (IP) assignment agreement

    If your products and services depend on certain key IP assets, an investor will undertake due diligence to understand your right to use such assets. An intellectual property assignment agreement provides assurance to investors that the founders have legally transferred to the company the intellectual property required to run the business.

  4. Founder's IP Assignment

    A Founder's IP Assignment set out the transfer of ownership between the seller the buyer of a company's intellectual property. ... An Intellectual Property Assignment Agreement ensures that IP is assigned properly from one entity to another. If you're a startup, this ensures that future investors have an accurate representation of what has ...

  5. IP Assignment Agreement: Definition & Sample

    An IP assignment agreement is an agreement that designates the ownership of intellectual property. Companies often use IP assignment agreements to secure their inventions and developments but also to transfer ownership of intellectual property as needed. These assignment agreements are used for transferring intangible property like a copyright ...

  6. Intellectual Property Assignment Agreement Guide

    Secure the rights to innovations with an Intellectual Property Assignment Agreement. Explore the essentials of drafting one with Pocketlaw's comprehensive guide ... It is also necessary to transfer IP where founders create IP before incorporating or being employed by a company and, as a result, title to the IP vests in the founder.

  7. What are IP Assignment Agreements?

    Founders who eschew legal representation in favor of low-cost, automated options tend to fall into this trap most often. Most automated or semi-automated providers of startup legal documentation fail to provide even a basic IP assignment and confidentiality agreement—an essential document that all company personnel (founders included) must ...

  8. Founder IP Assignment Agreement

    A Founder IP Assignment Agreement is an agreement that transfers intellectual property rights from a founder of the company to the company itself. It also ensures that all future IP created by this founder is owned by the company.

  9. What are IP Assignment Agreements?

    IP assignment agreements are contracts between a business and its personnel that transfer ownership of IP created by the personnel during their employment or engagement with the business. IP can ...

  10. Intellectual property (IP) assignment agreement

    In these cases, the assignment of IP rights should be stipulated within the original contract or can be transferred by signing an IP Assignment document. For example, a co-founder may have built an application before the formal establishment of his company and now wishes to transfer the intellectual property rights to the company.

  11. IP Assignment

    An Intellectual Property Assignment Agreement sets out in writing that the creator or owner of the IP is transferring the ownership (the rights, title and interests) of some specific work they create to a named person or company. ... There are terms about IP assignment in the Founder Agreement so there's no need for the founders to sign a ...

  12. IP Assignment Agreement Review: Everything You Should Know

    An intellectual property (IP) assignment agreement is a legal contract between a party that transfers its intellectual property rights (assignor) to another party (assignee). This agreement outlines the specifics of the transfer, including the type of IP, the scope of the assignment, compensation, and conditions.

  13. Founder IP Assignment Agreement

    Usually, founders don't expect to profit from assigning IP to their company. It's a legal formality that benefits the company and, over the long-term, will benefit the founder too. So it's quite common for the company to pay a nominal amount, like $5 or $10, to complete the IP assignment and transfer ownership to the company.

  14. Why Should Startup Founders Consider Signing These Intellectual

    Discover why IP agreements are vital for startup founders to protect their innovative ideas and ensure a strong foundation. Learn about IP assignment and confidentiality agreements, attracting investors, and accessing automated documents. !, · Reply on Twitter 1675074019358285825 Retweet on ...

  15. IP Assignment Considerations for Emerging Companies

    The company was formed, but no founder IP assignment agreement was in place requiring the inventors to assign their rights to the company. Time passes and the co-founders have a falling out, each having a different vision for how to use the technology the company is centered around. Without an agreement in place, each joint inventor is also a ...

  16. Intellectual Property Assignment Agreement: Templates & Samples

    An IP Assignment Agreement is critical in determining who owns the rights to use the work product and keep the profit associated with that work product. An IP Assignment is particularly crucial in technology startup firms because it is the legal basis for investor funding. An IP Assignment is also necessary in any profession where an individual ...

  17. PDF Recoupling Founders with Their IP Improving Innovation by Rationalizing

    assignment of founder's intellectual property to venture capital backed startup companies. The Article shows that certain U.S. tax rules motivate founders to rush to assign their individually owned intellectual property to a startup company rather than license it to the company.

  18. Founders' IP Assignment

    Founders' IP Assignment Agreement This document transfers ownership to the company of any pre-existing intellectual property ("IP") that has been created by a Founder and which is required for the business of the Company. This document is drafted generically, so it will capture all IP the founder has created that is relevant to the Company.

  19. The Ultimate Guide to Founder Agreements: Why You Need One and What to

    A founder agreement clearly delineates the roles and responsibilities of each co-founder. This ensures you play to people's strengths and avoid stepping on toes. ... Finally, a founder agreement offers other protections like non-compete and IP assignment clauses. These prevent founders from taking ideas or leaving to start competitor ...

  20. A guide to Founders Agreements

    A founders agreement should be entered into as early as possible and can even be signed before creating a legal entity. It helps to clarify each founder's role, who owns the IP, what happens if a founder wants to exit, how disputes will be resolved, etc. ... There will typically be an IP assignment clause confirming that business-related IP ...

  21. Dear Founders: Here Are Three IP Mistakes to Watch-Out For

    Mistake #3 - You Did Not Assign to the Company All IP Created Post-Incorporation. Once the corporation has been formed, the ownership of the IP should be protected by requiring all of the company's founders, employees and contractors to execute a Confidential Information and Invention Assignment Agreement ("CIIAA").

  22. Founder Ip Assignment Agreement

    Overall, a Founder IP Assignment Agreement is an essential tool that protects the intellectual property of a startup. It is important to have an experienced attorney draft this agreement to ensure that it is legally binding and meets all the necessary legal requirements. By doing so, founders can safeguard their intellectual property and ensure ...

  23. Intellectual Property Assignment (for founders to assign IP to company

    An IP assignment agreement is a contract between a company and an individual in which the company agrees to assign all of its intellectual property rights to the individual. The agreement typically covers all of the company's patents, copyrights, and trademarks. The agreement may also cover trade secrets, know-how, and other confidential ...