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An intellectual property (IP) transfer agreement is used to assign the ownership of IP created to the company. The transfer of ownership to the IP is necessary because, in today’s world, IP is the biggest value most companies have.
When the IP is not properly transferred, the company is exposed to multiple risks and loses its attractiveness in the eyes of investors.
What is an IP transfer agreement?
An intellectual property (IP) transfer agreement is an agreement between parties with which one party transfers its IP to the other. Usually, this is between an employee or a service provider and a company, but this agreement can also be concluded between companies.
When to use an IP transfer agreement?
IP transfer agreements should be concluded when a person creates IP, which is important for the running of the business. Such situations include:
- Creation of IP by founders before establishing the company;
- Creation of IP by service providers;
- Creation of IP by employees;
- Creation of IP by advisors.
What is IP?
Intellectual property refers to creations of the mind, such as inventions, literary and artistic works; designs; symbols, names, and images. To give a few examples, the design of a logo, articles on the homepage, software code, pictures, and databases are all considered intellectual property.
What is included in the IP agreement?
An IP transfer agreement includes the definition of the IP transferred: depending on the circumstances, this can be a general definition or a very detailed and limited definition of the transferred IP. The moment of transfer is also important: whether the IP is transferred as of the moment of creation or at some other point, such as after receiving payment.
The transfer scope is essential as it sets the limits of using the transferred IP. The main substance of the IP transfer agreement is whether all or only some rights are transferred and others licensed. Typically, the IP transfer agreement also includes waivers regarding the future remuneration, warranties about the ownership of the IP to be transferred and co-operation obligations if there are any registrable IP rights transferred, and the confirmation that the transfers are not affected by the termination of any other agreements between the parties.
I need an IP transfer agreement. Now what?
We’ll be happy to assist you in drafting your first IP transfer agreement or in all matters about IP ownership and usage.
