Free Intellectual Property Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Intellectual Property Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

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Intellectual Property Agreement

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Intellectual Property Agreement

Contractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.


This Intellectual Property Agreement (the "Agreement") is between Client (the "Company") and Acme LLC, a company (hereafter referred as the "Contractor"), both individually referred to as a "Party", and collectively referred herein as "Parties". This Agreement shall be effective on the date of signing this Agreement (the "Effective Date").

RECITALS

WHEREAS, the Company provides certain services in [SERVICE INDUSTRY];

WHEREAS, the Company engaged Contractor to provide services for the Company as an independent contractor;

WHEREAS, the Parties desire to set forth the terms and conditions that will govern the intellectual property and copyright of the work created by the Contractor for the Company during the service relationship ("Service Relationship");

WHEREAS, the Parties hereby represent and warrant to have full legal capacity to enter into this Agreement and execute all obligations provided herein; and that they have complied with all applicable laws;

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the Parties to this Agreement, the Contractor and the Company covenant and agree as follows:

CLAUSES

1. PURPOSE

1.1 The Parties agree that the purpose of this Agreement is to set forth the terms and conditions that will apply to the intellectual property and copyright of the work created or developed by the Contractor for the Company under the Service Relationship.

2. COMPANY OWNERSHIP

2.1 Each and every intellectual property right and copyright held by the Company in relation to its commercial name; trademark; trade name; trade dress; designs, logos; trade secrets; business secrets; products; services; marketing campaigns; marketing strategies and techniques; technical data; formulas; customers and suppliers listings; software and hardware; source codes; websites; domain names; contact information; documents (physical and electronic); e-mails; memorandum; notes; reports; products information; production processes; service information; computer and system technology; texts, images, photos and contents of any kind; designs, blueprints, projects, and any information related to customers; policies and price listings; connections; know-how; use license; Confidential Information (as defined in Section 6 below); and any other tangible and intangible asset, among others, that currently exist and/or that have existed in the past and/or that may exist in the future with respect to the Company, including any right related to and/or derived therefrom (hereinafter referred to as "Company Intellectual Property"), are of the exclusive property of, and belong solely to the Company. Likewise, the Contractor accepts that all moral and patrimonial rights to Company Intellectual Property belong solely and exclusively to the Company.

2.2 All intellectual property rights owned or controlled by the Company at the commencement of this Agreement, including any other ownership right, shall remain under the ownership or control of the Company throughout the term of the Service Relationship and this Agreement and thereafter.

2.3 The Contractor expressly undertakes not to copy, reproduce, publish, or disclose or use, for their own benefit or for the benefit of any third parties, in any way, whether directly or indirectly, the Company Intellectual Property and/or not to claim any right or interest of any kind on thereof.

3. CONTRACTOR OWNERSHIP

3.1 Each and every one of the copyright and intellectual property rights, corresponding to any technical and professional knowledge, as well as any work or deliverable created by the Contractor for its own use or for any third party, before, during or after the termination of this Agreement, including but not limited to any idea; text; image; photo; graphic; design; blueprint; material; information; document; report; know-how; marketing campaigns; marketing strategies and techniques; process; and advice; among others, including any right related to and/or derived therefrom (hereinafter referred to as "Contractor Intellectual Property"), are of the exclusive property of, and belong solely to the Contractor. Likewise, the Company accepts that all moral and patrimonial rights to Contractor Intellectual Property belong solely and exclusively to the Contractor.

3.2 Subject to Section 4 below, all intellectual property rights owned or controlled by the Contractor at the commencement of this Agreement, including any other ownership right, shall remain under the ownership or control of the Contractor throughout the term of the Service Relationship and this Agreement and thereafter.

3.3 Notwithstanding Section 4 below, the Company expressly undertakes not to copy, reproduce, publish, or disclose or use, for their own benefit or for the benefit of any third parties, in any way, whether directly or indirectly, the Contractor Intellectual Property and/or not to claim any right or interest of any kind on thereof.

4. INTELLECTUAL PROPERTY ASSIGNMENT

4.1 The Parties agree that any work and/or deliverable created or developed by the Contractor for the Company under the Service Relationship, including but not limited to any improvement, modifications, derived, or similar related thereto and/or the Company's business was created or developed as "work for hire" ("Deliverable(s)") and are exclusively property of the Company, and all rights, title and interest therein shall vest in the Company and shall be deemed to be part and made in the course of the Service Relationship. To the extent that title to any such deliverables may not, by operation of law, vest in the Company or such Deliverables may not be considered as part of the Services, all rights, title and interest therein are hereby irrevocably assigned to the Company by the Contractor.

4.2 The Contractor agrees and acknowledges that the decision whether or not to commercialize or market any Deliverable created by the Contractor under the Service Relationship is within the Company's sole discretion and for the Company's sole benefit and that no royalty will be due to the Contractor as a results of the Company's efforts to commercialize or market any such Deliverables.

4.3 The Contractor hereby grants to the Company a non exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have mad, exploit, market in any way, use, sell and modify any Intellectual Property owned by the Contractor o in which the Contractor has a interest, which is incorporated by Contractor into any Deliverable created or developed by Contractor under the Service Relationship.

4.4 Upon the request of the Company, or upon the expiration or termination of the Service Relationship and this Agreement, the Contractor will execute any and all documents requested by the Company to transfer to the Company all intellectual property rights of any Deliverable created or developed under this Agreement.

5. COPYRIGHTS REGISTRATIONS

5.1 The Contractor agrees to assist the Company, at the Company's expense, in every proper way to secure the Company's intellectual property rights and copyrights, in all Deliverables created or developed under the Service Relationship, including all patents and other intellectual property rights relating thereto in any and all countries, including the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors and assigns the sole and exclusive rights, title and interest in and to such Deliverables, and any copyrights, patent, and other intellectual property rights relating thereto.

5.2 The Contractor further agrees that its obligations to execute or cause to be executed, when it is the Contractor ́s power to do so, any instrument or document shall continue after the termination of the Service Relationship and this Agreement. If the Company is unable because the Contractor's mental or physical incapacity or for any other reason to secure the Contractor's signature to apply for or to pursue any application for any country patents or copyright registrations covering Deliverables or original works of authorship assigned to the Company in accordance with this Agreement, then the Contractor hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as the Contractor's agents and attorneys in fact, to act and in the Contractor behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecutions and issuance of patent or copyrights registrations thereon with the same legal force and effect as if executed by the Contractor.

6. CONFIDENTIALITY

6.1 The Contractor acknowledges that it has received and will continue to receive confidential information and trade secrets ("Confidential Information") from the Company in the course of the Service Relationship, and otherwise carrying out the actions provided in this Agreement. Confidential Information includes any material, data and/or information to which the Contractor has access during the performance of the Service Relationship, including but not limited to, any Company Intellectual Property right and any information regarding the Company's business and customers lists, business strategies, business processes, business plans, financial data and information, reports, statements, technology and software Information, as well as all information collected by the Contractor during the Service Relationship and all documents and files that contain Confidential Information, except for anything designated as not confidential.

6.2 The Contractor agrees that the Confidential Information must be used by it only and exclusively to comply with the services provided to the Company under the Service Relationship.

6.3 The particular terms and conditions of this Agreement are confidential and shall not be disclosed to any third party by the Contractor without the prior, written consent of the Company.

7. TERM AND TERMINATION

7.1 This Agreement shall become effective as of the Effective Date indicated at the beginning of this document and shall remain in force as long as the Service Relationship is in effect.

7.2 Upon any termination or expiration of this Agreement, all Sections and Clauses to this Agreement which by their nature should survive termination or expiration of this Agreement, including but not limited to this Clause 7.2 and Clauses 7.3 and 9.2 as well as Sections 2, 3, 4, 5, 6, 8, 10, 12, 17, 19, 22 and 23 of this document, which shall survive and continue in effect following termination or expiration of this Agreement at any time for any reason or no reason.

7.3 The expiration or termination of this Agreement shall not relieve the Parties of any obligations due at the time of such expiration or termination, nor shall such expiration or termination prejudice any claim of either Party accrued on account of any default or breach by the other.

8. RETURNING COMPANY DOCUMENTS AND INFORMATION

8.1 The Contractor agrees that at the time of termination of the Service Relationship and this Agreement, the Contractor will immediately return the Company or destroy (and will not keep in its possession, re-create, or deliver to anyone else) any and all information, records, data, notes, reports, proposals, lists, document, correspondence, specifications, drawings, blueprints, and materials belonging to the Company, including any Confidential Information and Company Intellectual Property, and any other documents, files or property, or reproductions of any Deliverable created or developed by the Contractor under the Service Relationship or otherwise belonging to the Company, its successors or assigns.

9. DELIVERABLES RECORDS

9.1 The Contractor undertakes to keep and maintain adequate and updated written records of all Deliverables created or developed by the Contractor during the term of the Service Relationship ("Records").

9.2 The Records shall be available and shall remain the sole property of the Company at all times during and after the termination of the Service Relationship and this Agreement.

10. EQUITABLE REMEDIES

10.1 The Contractor agrees that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of this Agreement.

10.2 Accordingly, the Contractor agrees if it breaches any provision of this Agreement, the Company will have available, in addition to any other remedy available, the right to obtain an injunction from a court of competent jurisdiction protecting Company Intellectual Property, including the Confidential Information, and restraining any breach or threatened breach and to specific performance of any such provision of this Agreement.

10.3 The Contractor agrees that no bond or other security shall be required in obtaining such equitable relief and the Contractor hereby consent to issuance of such injunction and to the ordering of specific performance.

11. WARRANTIES AND REPRESENTATIONS

11.1 The Contractor warrants and represents to the Company that:

  1. The Contractor has the legal right and authority to enter into this Agreement and to perform the obligations under this Agreement;
  2. Neither the execution of this Agreement, nor the compliance with the obligations hereunder, will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, and/or instrument to which the Contractor be a party; and
  3. The Contractor shall not violate and shall comply with all applicable laws and regulations.
12. INDEMNITY

12.1 The Contractor agrees to indemnify, defend, and protect the Company including its respective owners, shareholders, founders, officers, directors, managers, employees, successor and assigns ("Related Persons") from and against all lawsuits, claims, actions, damages, losses, expenses and costs of every kind (including paying all reasonable attorney fees and costs of litigation) relating to this Agreement due to (a) the Contractor's infringement of any applicable law or regulation, including any intellectual property and/or any other right of any third party; (b) arising out of the Contractor's breach of any provision of this Agreement; (c) arising from the negligence or willful misconduct from the Contractor; and/or (d) arising from any claims or lawsuits arising out of any local and/or international legislation.

13. INDEPENDENT CONTRACTORS

13.1 The relationship of the Parties agreed under the Service Relationship and this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (a) give either Party the power to direct and control the day-to-day activities of the other; (b)constitute any of the Party as an employee, agent and/or representative of the other Party; and/or (c) constitute the Parties as partners, shareholders, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

13.2 The Parties agree that nothing in this Agreement is intended to allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever, unless as expressed in this Agreement or or is expressly agreed upon in writing between the Parties.

14. NO ASSIGNMENT

14.1 The Contractor may not assign the rights and obligations under this Agreement to any third party, without the prior written consent of the Company.

15. ENTIRETY

15.1 This Agreement, including any other agreement or document entered into or signed between the Parties under the Service Relationship, constitutes a single, individual and entire agreement between the Parties and shall supersede and supersede all prior written or oral agreements.

16. AMENDMENTS

16.1 This Agreement may only be modified in writing and by mutual agreement between the Parties.

17. SEVERABILITY

17.1 If any of the provisions of this Agreement is considered invalid, illegal or impossible to execute, the other clauses shall not be affected by such invalidity, illegality or impossibility of execution, and therefore, shall remain valid and in force.

18. BINDING EFFECT

18.1 This Agreement is binding between the Parties and shall inure to the benefit of the Parties and their respective successors and assigns.

19. INTERPRETATION

19.1 The headings in this Agreement do not affect its interpretation. The use of any gender includes all genders. The singular includes the plural and vice-versa. This Agreement was originally prepared in the English language and such English version will be the governing version of this Agreement in case of any conflict, claim, dispute or discrepancy. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the terms and conditions of this Agreement will be construed as having been drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavouring any Party by virtue of the authorship of any clause and/or provision of this Agreement.

20. NOTICES

20.1 Any communication or notification that is necessary between the Parties, due to this Agreement, must be sent to the following mailing and/or email addresses:


The Company 

Client

[MAILING ADDRESS]

[EMAIL ADDRESS]

The Contractor  

Acme LLC

[MAILING ADDRESS]

[EMAIL ADDRESS]


20.2 The Parties by mutual consent may modify the notification addresses described above.

21. COUNTERPARTS

21.1 This Agreement may be executed in any number of counterparts and delivered electronically with the same effect as if the signature to each counterpart were original and on the same document, and all such counterparts will be deemed one and the same agreement; however, this Agreement shall be of no force or effect until executed by both Parties.

22. DISPUTE RESOLUTION

22.1 Any controversy or claim arising out of or relating to this Agreement ("Disputes") which cannot be resolved amicably between the Parties within thirty (30) continuous days from the date this is being caused, shall be submitted to the exclusive jurisdiction of Courts of the United States of America.

23. GOVERNING LAW AND JURISDICTION

23.1 This Agreement shall be governed by and construed in accordance with the laws in force in the United States of America, without regard to conflict of laws provisions or principles that may result in the application of the laws of any jurisdiction other than the United States of America, and regardless of the nationality of the Parties.

23.2 Both Parties hereby submit to the exclusive jurisdiction and venue of any Courts of the United States of America.


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Contractor
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

Free Intellectual Property Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Intellectual Property Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Bonsai has helped create 1,023,928 documents and counting.

Trusted by 500,000+
business owners

Date: March 8th 2023


Between:

Coach:

First_name
Last_name
Acme LLC.
Client:

First_name
Last_name
Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.

2.DUTIES AND RESPONSIBILITIES.

- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.

3. REPRESENTATIONS.

3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.

4. TERM AND TERMINATION

This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).

3. INDEPENDENT CONTRACTOR.

The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.

6. CONFIDENTIAL INFORMATION.

6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

7. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

8. INDEMNITY.

8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

9. GENERAL.

9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Coach

First_name
Last_name
Acme LLC.
Client

First_name
Last_name
Corporation Corp.
Table of contents

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. 

Intellectual Property Agreement Template
Image credits: biztreeapps.com

1. Why use an intellectual property agreement template?

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 in the intellectual property agreement?

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 sample?

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)
Intellectual Property Agreement Template Sample
Image credits: docsketch.com

Here are a few considerations when creating an IP agreement:

4. Understand who owns the IP in the first place in the intellectual property agreement template

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 in the intellectual property agreement template

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 in the intellectual property agreement template

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.

Frequently Asked Questions
Questions about this template.