Intellectual Property Transfer Agreement

The intellectual property assignment is a transfer of an owner's rights, title and interest in certain intellectual property rights. The transferring party transfers to the receiving party its property in intellectual property rights, such as patents, trademarks, industrial designs and copyrights.The owner of the intellectual property rights may transfer all or part of his rights - e.g. the copyright owner could assign only some of his economic prerogatives. The transfer of intellectual property rights is made upon a payment of a lump sum or royalties. IP can either be assigned or licensed by the owner, allowing the commercial use of the asset in various forms. Apart from this, various other commercial arrangements also lead to the creation of IP.

An assignment of IP rights involves the transfer of ownership of IP (patent, utility model, trademark, copyright, know-how protected by a trade secret, etc.) from the owner (assignor) to the assignee (physical or legal entity) with permanent effect. It is pertinent to note that, an IP Assignment Agreement is very crucial for any organisation nowadays, when everything is done through contract employment and in this scenario an independent contractor may be paid by the organisation to develop a program or to create a product and in case the organisation does not have an IP Assignment Clause in the said employment or consultant agreement all the IP rights to the said product will be vested with the said individual only.The assignment contract must accurately identify the subject matter of what is assigned.


Important Clauses of IP Assignment Agreement : 


1.Object and scope of the Agreement


2.The Assignment Clause


3.Term of Assignment


4.Territory of Assignment


5.Future transfers


6.Representations and Warranties






9.Governing Law and Dispute Resolution

Documents Required

Passport Photo

Passport photo of all parties.

PAN Card

PAN card of all parties.

Aadhar Card

Aadhar card of all parties.

Utility Bill

Utility bill of Electricity or Telephone.

Address Proof

Valid Address Proof of all the parties.


Valid Driving Licence of all the parties.

Terms and Conditions

Terms and Conditions between the parties.

Other Documents

Other documents will be intimated through e-mail.


An IP Transfer Agreement is an agreement between an individual/ corporation transferring its intellectual property (IP) to another individual or corporation.

The difference between licensing and assignment of IP is that in licensing relations the right to use the IP is temporarily transferred to the licensee, often giving the licensor the right to continue to exploit the same IP in a different field of use or territory. Under negotiated conditions a licensing agreement can be terminated and all rights transferred back to the licensor. On the other hand, an assignment of IP rights has definitive effect, like selling tangible assets, thus the former owner will be permanently divested of the ownership.

There are various formal and informal channels through which knowledge may be transferred. Among the most frequently-used formal means of knowledge transfer are- licensing,assignments,collaboration contracts,material transfer agreements,sponsored research agreements,consultancy agreements,franchising and establishment of spin-off and start-up companies.

The assignment of intellectual property rights can be made as a separate transaction of intangible assets, or it may occur as part of much larger acquisitions of assets such as sales of business assets, mergers or stock purchases. However, ownership of intangible assets is not affected by the mere acquisition of shares in a company.

Assignments should not be confused with other legal instruments, such as licence agreements and assignments of contractual rights and obligations.

There are many benefits of IP assignment like, you get immediate cash flow return, payments for assignments usually take the form of a once-off lump sum payment, contrary to a licence agreement. There is no further responsibility for the management of the IP title, including the payment of fees or the monitoring of infringements.