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• Representations and warranties. There are no representations in the assignment. The assignee may want representations about various aspects of the intellectual property, like non-infringement, among other topics.

Is this template suitable for you?

LexPublica can't choose a contract template for you nor give you legal advice (see our Terms of Service). No single IP assignment is appropriate for all circumstances. If you're not sure about what you need, you should consult a lawyer in your jurisdiction. You should also consult a lawyer if you need help customizing this template for your individual circumstances.

Filling out the template

1. The date you fill in at the top of the template will be the date on which the assignment becomes effective (even if that date is different than the date on which the parties sign the agreement).

2. Fill in the name and address of each of the parties to the agreement.

1. For corporations, make sure you use the full, legal corporate name (e.g., "[The Corporation Corp.], a company incorporated under the laws of [Jurisdiction], with an address at [Address]").
2. For individuals, use their full, legal name (e.g., "[Name], an individual with an address at [Address]").
3. Similarly, indicate other entity types such as a partnership.
4. You may want to include an email address and a phone number in case you need to contact the party later. For businesses, you may also want to include an individual contact's name and title.

3. In section 1, fill in the brief description of the intellectual property. For example, "the development of an interactive encyclopedia of contracts". It is common for there to be items that the parties want to include specifically in the transfer of ownership, and these items should be listed in Schedule A.

4. In section 4, the payment is filled in as $10, on the assumption that either the intellectual property has nominal value or the parties are addressing aspects of the deal between them in other, separate agreements (like agreements to issue stock in a new company). You could change the payment to another figure; however, if the value of the intellectual property is high, you should consider another assignment form and getting legal advice.

Why is the $10 payment required at all? Because contracts must have 'consideration', which in simple terms, means something of value flowing from each party to the other.

5. In section 7, fill in the jurisdiction whose law you want to apply to this agreement. For example:

If both parties are in the same jurisdiction, that may be the jurisdiction you wish to use. If the parties are in different jurisdictions, you'll have to decide or negotiate which jurisdiction's laws you wish to apply.

This contract template is intended to be compatible with common law jurisdictions. You should consult a lawyer if you have any questions about jurisdiction or want legal advice on the agreement in general.

6. If you are specifying items that are included in the transfer of ownership, list them in Schedule A along with a description of each item on the list. Schedule A can be composed using a word processor of your choice. If something is really important, you may wish to attach a copy of it (for example, attaching a CD-ROM containing the relevant software code). In any case, make sure you capture the description with sufficient detail and clarity for both parties. Care in this areas reduces the risk of misunderstandings and disputes later.

Attribution requirement

As noted at the end of the contract, you may use and share the template with anyone, free of charge, on the terms of the Creative Commons Attribution 3.0 Unported License, and you must keep the notice (including links) on copies of the template, including on versions that you fill out and use. You may also modify the template. If you do so, you must include the following notice at the end of the modified template: