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Intellectual Property assignment agreement
I need an intellectual property assignment agreement to transfer ownership of a patent from an individual inventor to a corporation, ensuring all rights are assigned, including future improvements, with a clause for reasonable compensation and a warranty of originality.
What is an Intellectual Property assignment agreement?
An Intellectual Property assignment agreement transfers ownership of IP rights - like patents, trademarks, or copyrights - from one party to another. These contracts are common when hiring employees, working with contractors, or selling a business in Canada. They ensure that valuable creations, innovations, and creative works legally belong to the intended owner.
Under Canadian IP laws, these agreements must clearly identify the intellectual property being transferred and include proper consideration (payment or benefit) to be legally binding. Companies often use them to protect their R&D investments and maintain control over proprietary technologies. Without a proper assignment, disputes can arise about who truly owns valuable intellectual assets.
When should you use an Intellectual Property assignment agreement?
Use an Intellectual Property assignment agreement when bringing new talent into your Canadian organization - especially during hiring, contracting, or company acquisitions. These agreements become essential when employees or contractors will create valuable IP like software code, product designs, or research findings during their work.
The timing matters most at the start of any business relationship. Getting these agreements signed before work begins prevents costly ownership disputes later. They're particularly crucial for technology companies, creative agencies, and research organizations where IP forms a core business asset. Canadian courts look for clear documentation of IP ownership transfers, making these agreements vital for protecting your innovations.
What are the different types of Intellectual Property assignment agreement?
- IP Assignment Agreement: Standard comprehensive version covering multiple IP types, ideal for complex business transactions or employee agreements
- Simple IP Assignment Agreement: Streamlined version for straightforward transfers, perfect for freelance work or small projects
- Property Assignment Agreement: Broader agreement covering both intellectual and physical property transfers in business sales
- Confirmatory Patent Assignment: Specialized agreement specifically for documenting and confirming patent ownership transfers
Who should typically use an Intellectual Property assignment agreement?
- Companies and Startups: Protect their intellectual assets by requiring employees and contractors to sign these agreements, especially in tech and creative industries
- Employees and Contractors: Sign these agreements as a condition of employment or project work, transferring rights to their workplace creations
- Legal Counsel: Draft and review agreements to ensure enforceability under Canadian IP laws and protect their clients' interests
- Research Institutions: Use these agreements to secure rights to innovations developed in their labs or facilities
- Business Buyers/Sellers: Include IP assignments in acquisition deals to transfer valuable intellectual property assets
How do you write an Intellectual Property assignment agreement?
- Identify IP Assets: List all intellectual property being transferred, including patents, trademarks, copyrights, and trade secrets
- Party Details: Gather legal names, addresses, and signing authority for all parties involved in the transfer
- Consideration: Document the payment or value exchange that makes the agreement legally binding in Canada
- Scope Definition: Clarify geographical limits, usage rights, and any retained rights or licenses
- Effective Date: Determine when the transfer takes effect and any related transition timelines
- Using Our Platform: Generate a customized, legally-sound agreement that includes all required elements and minimizes drafting errors
What should be included in an Intellectual Property assignment agreement?
- Identification Section: Clear details of all parties and their legal capacity to enter the agreement
- IP Description: Specific description of intellectual property being transferred, including registration numbers
- Transfer Language: Explicit assignment terms stating the transfer of all rights, title, and interest
- Consideration Clause: Statement of payment or value exchange making the agreement legally binding
- Warranties: Confirmation that the assignor owns the IP and has right to transfer it
- Governing Law: Specification that Canadian law applies and which province has jurisdiction
- Execution Block: Dated signatures of authorized representatives from all parties
What's the difference between an Intellectual Property assignment agreement and an Intellectual Property Agreement?
An Intellectual Property assignment agreement differs significantly from an Intellectual Property Agreement. While both deal with IP rights, their core purposes and effects are quite different under Canadian law.
- Ownership Transfer: IP assignment agreements permanently transfer ownership of specific IP assets from one party to another, while IP agreements typically focus on licensing, usage rights, and protecting IP without changing ownership
- Duration and Scope: Assignments are permanent, one-time transfers, whereas IP agreements often establish ongoing relationships with defined terms and conditions
- Legal Effect: Assignment agreements change the actual ownership of IP rights in Canadian IP registries, while IP agreements create contractual obligations without transferring title
- Typical Use Cases: Assignments are common in employment, business sales, and acquisitions, while IP agreements are used for partnerships, collaborations, and licensing arrangements
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