IP assignment agreement.
A standalone IP assignment agreement — assignment of inventions and work product, moral-rights waiver where applicable, pre-existing IP carve-outs, and a clean separation from the employment relationship.
This Intellectual Property Assignment Agreement (the "Agreement") is made between [Assignor Name] (the "Assignor") and [Company Name] (the "Company"), effective as of [Effective Date]. In consideration of the Assignor's engagement by the Company and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Assignor agrees as follows. 1. Assignment. The Assignor hereby irrevocably assigns to the Company all right, title, and interest in and to all Work Product created by the Assignor…
What's inside the document.
Work product, intellectual property, pre-existing IP, derivative works, moral rights.
Present assignment of all IP made by the individual in the course of the engagement, with the company as the assignee.
Carve-out for IP brought into the engagement, listed in a schedule. Licensed back to the company only as needed.
Waiver of moral rights where the jurisdiction permits (e.g. US works-made-for-hire, AU consent under the Copyright Act).
Obligation to execute additional documents to perfect the assignment (e.g. patent assignments).
Warranty that the work product is original and does not infringe third-party rights.
Jurisdiction selection aligned with the parent employment or contractor agreement.
Signed by the individual and a company representative.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
6 steps from download to use.
- 01Open the agreement and replace the assignor (employee or contractor) and assignee (company) placeholders.
- 02List the pre-existing IP exclusions in Schedule A — open-source projects, prior inventions, personal work.
- 03Set the governing law to match the parent employment or contractor agreement.
- 04For US engagements, retain the works-made-for-hire language. For AU, retain the moral-rights consent clause.
- 05Send for signature at engagement start.
- 06File a signed copy alongside the employment or contractor agreement.
The right document at the right moment.
Use this standalone IP assignment when the engagement is not employment (contractor, consultant, advisor) or when you want the IP assignment to be a separate document from the employment contract. Employee IP assignment is often handled inside the employee NDA — use this standalone when the role warrants a dedicated document.
For high-IP-value engagements (founding engineers, lead designers, research roles), consider both the standalone IP assignment and the inventions assignment language inside the employee NDA. Belt-and-braces is justifiable here.
Honest answers before you download.
- Why standalone vs inside the employment contract?
- Two reasons. First, the IP assignment is sometimes signed before the employment relationship begins (e.g. with advisors or contractors). Second, separating the document makes the assignment harder to challenge as ancillary to employment terms.
- Does this cover patents?
- Yes — the assignment is broad enough to cover patents, but patent law requires additional filings (assignment recordation). The further-assurances clause obliges the assignor to sign whatever's needed for those filings.
- What about moral rights?
- Moral rights treatment differs by jurisdiction. In the US, works-made-for-hire vests moral rights in the company. In AU, moral rights cannot be assigned but can be consented-to non-enforcement; we use the AU consent language where applicable.
This ip assignment agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.