Intellectual Property Assignments
In an Intellectual Property (IP) assignment, the party that currently owns the IP (the assignor) agrees to transfer all or some of their rights to another party (the assignee). The assignment document outlines the specific intellectual property being transferred, the scope of the transfer, any limitations or conditions, and the compensation or consideration, if any, for the transfer.
Let's say a Flamboyance Ltd (Assignor) has created a unique software application with innovative features. They want to transfer the ownership of the software's copyright to a Flamingos Limited (Assignee) that plans to integrate the software into its products and services. In this case, the two companies would enter into an IP assignment agreement that outlines the details of the transfer, such as the rights being assigned, any restrictions on use, and the compensation (which could be a lump sum payment, royalties, or other agreed-upon terms).
What do you need to consider as the assignor?
As a licensor your primary concern will be to clearly define the IP being assigned (e.g. patents, copyright, trademarks) and specify the scope of the rights granted (e.g. exclusive, territory specific, usage restrictions). The most common benefit to the assignor is payment, in the form of an upfront fee or royalties. In return you are likely to be asked provide assurances that you are the rightful owner of the property, that it is free from encumbrances, and that you have the right to transfer the specified rights.
What do you need to consider as the assignee?
Your primary concern should be to confirm that the assignor is in fact able to grant the assignment - do your due diligence and ask to see relevant documentation or receive adequate representations under the agreement. As an assignee you will want to ensure that you clearly comprehend the scope of the assignment, including the specific rights granted and any limitations or restrictions imposed by the assignor (e.g. territory or applications). You should also consider who will own any improvements or modifications made to the IP after the assignment – Will the assignee own the improvements? Will the assignor receive a license back to the improvements?
How can we help?
IP assignments are crucial to defining and protecting the ownership and usage rights of valuable intellectual assets. You want to get it right! In need of support from IP licensing or commercial contract lawyers in the UK? Get in touch with our team.
How to get started
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