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Intellectual Property Agreement

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Intellectual Property Agreement

An intellectual property agreement (or IP assignment contract) allows you to license or assign the intellectual property rights (trademarks, patents, or copyrights) of something to another party.

This type of agreement ensures that both parties are clear on who owns what, for how long, and their rights as owner or licensee. 

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1. Why use an intellectual property agreement?

Having a written contract in place will help make your business relationships smoother and more straightforward. Dispute resolution and termination clauses have ridden to the rescue for many freelancers and consultants over the years when relationships have broken down.

The same can be said of an IP agreement. In essence, it will help smooth any disagreements over who owns what at the end of a project, and should, in theory, safeguard against the need for costly litigation.

2. What’s the difference between licensing and assigning IP?

Licensing intellectual property refers to an agreement between the owner of the IP (the licensor) and another party (the licensee). This type of agreement sets out the specific terms around which the licensee can use the form of IP. This might be a logo, a photograph, a tagline, etc.

By licensing instead of assigning IP, ownership is not transferred.

Assigning IP, therefore, works a little differently. The clear difference between the two is that when assigning IP, ownership is transferred from the assignor to the assignee.

3. What’s included in an intellectual property agreement?

Your IP agreement should include the following:

  • Identification of the parties involved
  • An explanation of the IP being licensed or assigned
  • Terms of the agreement
  • The assigned rights 
  • The amount to be paid
  • Liability and warranties
  • Any excluded rights (optional)
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Here are a few considerations when creating an IP agreement:

4. Understand who owns the IP in the first place

Typically, the individual who created the IP is the owner. However, this isn’t always the case. 

  • When IP is created by an employee during the course of their job (and it’s understood to have been their job to do so), the IP is presumed to be owned by the employer;
  • And if the IP is already registered, the named person or entity on the register is the official owner of the IP. They are, therefore, the only person or entity with the right to transfer ownership or issue licenses.

Note: In some countries, the transfer of IP from employee to employer is not automatic.

5. Determine what’s being transferred

Most IP can be transferred, including trademarks, copyright, patents, and registered and unregistered design rights. But whether you’re assigning ownership or simply licensing the right to use your IP, you must consider what else needs to be shared as part of the transfer.

Licensing a logo, for instance, may require sharing specific sizes and color-variations, but you would retain the master files. But if you were transferring ownership outright, you would need to assign everything related to the IP. 

Furthermore, you may need to disclose confidential information when transferring ownership, but in the case of licensing, you may not. Information is not classified as property, but if the information is necessary to the successful implementation of the IP, it should be included in the agreement.

6. Determine how much you wish to transfer

Even though IP is intangible, you can, in fact, specify precisely how much of it you wish to transfer.

Take, for example, a novel. You could assign the rights to the film version of your book, but retain the rights to the television and video game adaptations. As the creator and owner of the IP, it’s up to you to decide how your creation is utilized. 

Follow these tips when you create your intellectual property agreement and you’ll be armed with a contract that protects your rights and safeguards your IP.

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Intellectual Property Agreement

Create your own

Intellectual Property Agreement

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