Technology Companycustom

IP Assignment Agreement

Transfers intellectual property rights from contractors, founders, or employees to the company — essential for clean cap tables and investor due diligence.

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What's included

Present Assignment of Intellectual Property

Transfers all right, title, and interest in specified copyrights, patents, trade secrets, inventions, software, documentation, designs, and related IP rights to the company.

Prior Inventions and Excluded Materials

Requires the assignor to list pre-existing inventions or materials that are not transferred, while confirming that unlisted items may be treated as assigned or licensed as needed.

Originality and Non-Encumbrance Representations

Requires the assignor to represent that the assigned work is original, does not infringe third-party rights, and is not subject to conflicting assignments, liens, licenses, or obligations.

Consideration and Payment

Confirms the consideration supporting the assignment, which may include compensation, consulting fees, equity, continued engagement, or nominal payment.

Confidentiality and Trade Secret Protection

Requires the assignor to protect company confidential information, source code, product plans, customer data, trade secrets, and non-public technical materials.

Further Assurances and IP Filing Cooperation

Obligates the assignor to sign future documents and provide reasonable cooperation for patent, copyright, trademark, domain, and other IP filings or enforcement actions.

Survival After Termination or Separation

Clarifies that IP assignment, confidentiality, cooperation, and dispute-related obligations survive the end of employment, consulting, founder service, or other relationship.

Dispute Resolution, Indemnity, and Risk Allocation

Addresses governing law, venue or dispute process, and potential responsibility for losses arising from breach of IP ownership, originality, or non-infringement representations.

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Frequently asked questions

When should a technology company use an IP Assignment Agreement?

A technology company should use this agreement when founders, employees, contractors, consultants, or advisors create software, inventions, designs, documentation, or other intellectual property that must belong to the company.

Why is a prior inventions list important?

A prior inventions list helps separate pre-existing materials owned by the assignor from IP created for the company, reducing ownership disputes and supporting clean investor due diligence.

Does this agreement cover patent rights and trade secrets?

Yes. The agreement is intended to assign broad technology-related rights, including copyrights, patent rights, inventions, trade secrets, source code, documentation, and related proprietary materials.

Do IP assignment obligations survive termination?

They typically should. Assignment, confidentiality, further cooperation, and related dispute or enforcement obligations commonly survive the end of employment, consulting, founder service, or another business relationship.

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Templates/IP Assignment Agreement