An intellectual property assignment agreement is a key legal document that investors look for when deciding whether to fund you.
Startup founders should have complete ownership, in writing, of all intellectual property assets during the formation of the company.
Intellectual property is legally defined as a work or invention that is the result of creativity to which one has rights and for which one may apply for a trademark, patent, copyright, or other appropriate protection to keep others from using it without permission.
Works or inventions are typically books or designs but can include ideas or a work product, which includes software programs.
“I agree that all inventions that are (a) developed using equipment, supplies, facilities, or trade secrets of the company; or (b) result from work performed by me for the company; or (c) related to the Company’s current or anticipated research and development will be the Company’s sole and exclusive property and are hereby assigned by me to the Company.” A disclosure provision requires employees to inform the employer of the existence of intellectual property that was developed according to the assignment provision.
“While I am employed by the Company, I will promptly inform the Company of the full details of all inventions, discoveries, improvements, and innovations, whether or not patentable, copyrightable, or otherwise protectable, that I conceive, complete, or reduce to practice (whether jointly or with others) and which: (a) relate to the Company’s present or prospective business, or actual or demonstrably anticipated research and development or (b) result from any work I do using any equipment, facilities, materials, trade secrets, or personnel of the Company or (c) result from or are suggested by any work that I may do for the Company.” This particular clause is fairly standard.
It is not uncommon for an individual or a business to want to assign their intellectual property (“IP”) rights to another individual or entity.
This might be in the context of employment or otherwise, but in any case, an Intellectual Property Assignment Agreement is a useful contractual agreement used to facilitate the assignment of IP.
The intellectual property assignment is a transfer of an owner's rights, title and interest in certain intellectual property rights.
The transferring party ("assignor") transfers to the receiving party ("assignee") its property in intellectual property rights, such as patents, trademarks, industrial designs and copyrights.