INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT ========================================== Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use This Intellectual Property Assignment Agreement ("Agreement") is made on [EFFECTIVE DATE] between: Assignor: [YOUR NAME / BUSINESS NAME], of [YOUR ADDRESS], email [YOUR EMAIL] (the "Assignor") Assignee: [CLIENT LEGAL ENTITY NAME], of [CLIENT ADDRESS], email [CLIENT EMAIL] (the "Assignee") ------------------------------------------------------------ 1. Background ------------- 1.1 The Assignor created the works listed in Schedule A (the "Assigned Works") for the Assignee [UNDER AN AGREEMENT DATED [DATE] / WITHOUT A WRITTEN AGREEMENT / UNDER A LICENSE DATED [DATE]]. 1.2 The parties wish to confirm that ownership of the Assigned Works belongs to the Assignee, on the terms below. 2. Assignment ------------- 2.1 With effect from the Effective Date, subject to clause 3, the Assignor assigns to the Assignee all of its right, title and interest, worldwide, in the Assigned Works, including all copyright, design rights, database rights and other intellectual property rights in them, for the full term of those rights and any renewals or extensions. 2.2 The assignment includes the right to bring proceedings and recover damages for any infringement of the Assigned Works, including infringement occurring before the Effective Date. 2.3 The assignment does not include the Background IP described in clause 4. 3. Consideration ---------------- 3.1 In return for the assignment, the Assignee will pay the Assignor [CURRENCY] [AMOUNT] [OR: the outstanding balance of invoice [INVOICE NUMBER], being [CURRENCY] [AMOUNT]] [OR: the sum of [CURRENCY] 1, the parties acknowledging that the Assigned Works were already paid for under the earlier agreement]. 3.2 [CHOOSE ONE] The assignment in clause 2 takes effect only on the Assignor's receipt of the payment in clause 3.1. / The Assignor acknowledges receipt of the payment in clause 3.1. 3.3 Until the assignment takes effect, the Assignee has a non-exclusive license to use the Assigned Works for [PURPOSE]. 4. Background IP ---------------- 4.1 "Background IP" means materials, tools, code libraries, frameworks, templates, presets, design systems, methods and know-how that the Assignor owned before creating the Assigned Works, or that it develops independently, including those listed in Schedule B. 4.2 The Assignor keeps all rights in Background IP. 4.3 Where Background IP is included in an Assigned Work, the Assignor grants the Assignee a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, copy and modify that Background IP as part of the Assigned Work, and to transfer that license with the Assigned Work. 5. Third-party materials ------------------------ 5.1 Schedule C lists third-party materials included in the Assigned Works, such as stock images, licensed fonts and open source components. These are not assigned. The Assignee's use of them is governed by their own license terms, which the Assignee accepts. 6. Moral rights --------------- 6.1 To the extent permitted by applicable law, the Assignor waives, or agrees not to assert, any moral rights it has in the Assigned Works, including the right to be identified as author and the right to object to modification. 6.2 [OPTIONAL] The Assignee will credit the Assignor as "[CREDIT LINE]" where credits are customarily given. 7. Warranties ------------- 7.1 The Assignor warrants that: (a) it is the sole author of the Assigned Works, or has obtained written assignments from every contributor, listed in Schedule A; (b) it has not previously assigned, licensed exclusively or encumbered the Assigned Works in a way that conflicts with this Agreement; (c) to its knowledge, the Assigned Works do not infringe third-party rights, except as disclosed in Schedule C. 7.2 Except as stated in clause 7.1, the Assigned Works are assigned "as is". 8. Further assurances --------------------- 8.1 The Assignor will, at the Assignee's request and cost, sign any documents and do anything reasonably needed to register, record or confirm the Assignee's ownership, including in any registry. 8.2 Reasonable time spent on requests under clause 8.1 more than [NUMBER] months after the Effective Date is billed at [CURRENCY] [HOURLY RATE] per hour. 9. Portfolio license-back ------------------------- 9.1 [OPTIONAL — DELETE IF NOT AGREED] The Assignee grants the Assignor a non-exclusive, royalty-free license to display the Assigned Works, and to describe its role in creating them, in its portfolio, website and self-promotion, [AFTER PUBLIC RELEASE / IMMEDIATELY], without disclosing the Assignee's confidential information. 10. Confidentiality ------------------- 10.1 The Assignor will keep confidential any non-public information about the Assignee received in connection with the Assigned Works. 11. General ----------- 11.1 This Agreement is the entire agreement on its subject and replaces any conflicting ownership terms in earlier agreements between the parties for the Assigned Works. 11.2 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 11.3 If any clause is unenforceable, the rest remains in force. 11.4 This Agreement may be signed electronically and in counterparts. ------------------------------------------------------------ Signatures ---------- Assignor | Assignee ------------------------------- | ------------------------------- Signature: ____________________ | Signature: ____________________ Name: [YOUR NAME] | Name: [CLIENT SIGNATORY NAME] Title: [YOUR TITLE] | Title: [CLIENT SIGNATORY TITLE] Date: [DATE] | Date: [DATE] ------------------------------------------------------------ Schedule A — Assigned Works # | Work | Description / format | Date created | Contributors - | ---------------------------------------------- | ---------------------------------- | ------------ | ----------------------- 1 | [e.g. Brand logo, primary and secondary marks] | [EPS, SVG, PNG files, version] | [DATE] | [ASSIGNOR ONLY / NAMES] 2 | [e.g. Web application source code] | [REPOSITORY, BRANCH, COMMIT RANGE] | [DATE RANGE] | [NAMES] 3 | [WORK] | [DESCRIPTION] | [DATE] | [NAMES] Schedule B — Background IP retained by the Assignor [LIST, e.g. "Assignor's component library", "deployment scripts", "custom brush set", or "None".] Schedule C — Third-party materials Material | Source | License -------------------------- | ------------ | -------------- [e.g. stock photo ID] | [PROVIDER] | [LICENSE TYPE] [e.g. open source library] | [REPOSITORY] | [LICENSE NAME] ------------------------------------------------------------ How to use this template 1. List every Assigned Work in Schedule A specifically; avoid "all work." 2. Decide in clause 3.2 whether the transfer waits for payment, and fill in the amount. 3. Write your Background IP in Schedule B, even if it's a short list. 4. Get assignments from any collaborators before you sign this one. 5. Have a professional review your completed version once for your jurisdiction. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.