Ownership questions tend to appear at the worst possible time. A startup you built an app for two years ago is raising a round, and the investor's lawyers want proof the company owns its code. A brand wants to register the logo you designed as a trademark, and the agency asks for written confirmation of transfer. Your original contract said "client owns final deliverables," or nothing at all, and now someone wants a signed document that leaves no doubt.
An IP assignment agreement is that document. It can be signed at the end of a project, years after one, or alongside a contract that needs a stronger transfer clause. This template assigns rights in specific listed work, ties the transfer to payment, and protects the tools and know-how you'll use on the next job.
TL;DR
The IP assignment agreement template transfers ownership of specifically listed work from creator to client, effective on payment, with background IP excluded and licensed back, a moral rights waiver to the extent the law allows, warranties of originality, a further-assurances clause and an optional portfolio license. Use it when a contract was silent on ownership or an investor, buyer or registry needs proof. List every assigned work in the schedule.
What's inside
- Parties and background — who created the work, for whom, and under what earlier arrangement.
- Assigned works — a schedule listing each work, its format and the date created.
- Assignment — the transfer of all rights, worldwide, including the right to sue for past infringement.
- Consideration and timing — the payment that triggers the transfer.
- Background IP and license — what you keep and the license the client gets to it.
- Moral rights — waived or not asserted where permitted.
- Warranties — original work, no conflicting grants, third-party materials disclosed.
- Further assurances — signing registration documents later.
- Portfolio license-back — optional right to show the work.
When to use it
Use it in four situations. First, after a project done without a written contract, to make ownership clear. Second, when the original contract only granted a license and the client now wants to own the work outright; price that change. Third, during due diligence, when a client's investor or acquirer asks every contributor to sign one. Fourth, alongside a software development agreement or independent contractor agreement where a separate, short confirmation of transfer is easier to hand to a third party.
If the client only needs to use the work in defined ways, a license is usually better for you. The illustration licensing agreement shows how to structure usage by medium, term and territory.
What freelancers should check before assigning
Is it paid for? Make the assignment effective on receipt of payment. If you're signing after the project for a client who still owes you, the outstanding invoice becomes the consideration.
Is the list specific? "All work created for the Client" can sweep in sketches, unused concepts and your own tools. List the final deliverables in the schedule: file names, versions, repository and commit range, or publication titles.
Is background IP carved out? Code libraries, design systems, templates, presets, fonts you made and general methods should stay yours, with a license to the client to use them inside the delivered work.
Are third-party parts disclosed? You can't assign what you don't own. Stock images, licensed fonts and open source libraries are licensed to the client under their own terms; list them.
Is there a fee for a late assignment? If you originally licensed the work and the client now wants full ownership, that's a new grant of value. Charging for it is normal.
Customize it in your COLO workspace
Store the assignment as a contract template in COLO Contracts, add your company signature, and have the client sign in the client portal with a typed name or signature image. Download the signed PDF for the client to pass to their lawyers. If payment is part of the assignment, send an invoice the client can pay by card or PayPal from the portal.
Common mistakes
- Assigning everything you've ever made for the client. Limit it to listed works.
- No payment condition. Ownership moves before you're paid, and you lose your strongest lever.
- Ignoring collaborators. If someone else contributed, they need to assign to you (or directly to the client) first.
- Waiving moral rights where the law doesn't allow it. Use "to the extent permitted by law."
- Signing for free under deadline pressure. Due diligence is urgent for the client, not a reason to drop your terms.
FAQ
Q: What is an IP assignment agreement?
It is a document that transfers ownership of intellectual property, such as copyright in designs, code or writing, from the creator to another party. After the assignment, the new owner can use, change, license and enforce the rights as their own.
Q: When do I need a separate IP assignment?
When the original contract didn't cover ownership, when work was done on a handshake, or when an investor, buyer or platform asks the client to prove they own what was built. Clients raising funding or being acquired often need one from every freelancer who contributed.
Q: What is the difference between an assignment and a license?
An assignment transfers ownership; the creator no longer owns the rights. A license is permission to use the work on agreed terms while the creator keeps ownership. Licenses can be limited by medium, term and territory; assignments generally can't.
Q: Can I keep using my own code or templates after an assignment?
Yes, if the agreement carves them out. Background IP, meaning tools, libraries and templates you owned before the project, should be excluded from the assignment and licensed to the client instead.
Q: What are moral rights and can they be waived?
Moral rights protect the creator's right to be credited and to object to distorting treatment of their work. Some countries allow them to be waived, some only allow a promise not to assert them, and some don't allow either. The agreement should waive them only to the extent the local law permits.