Intellectual property assignment, Tallow Labs
IP assignment agreement template with a schedule and moral rights
An IP assignment transfers ownership of work that already exists, which is why the schedule matters more than the wording around it. This one moves six named works from a departing contract developer to the startup that paid for them, licenses back her own library, and lists what gets handed over in the ten days after signing.
The document, page by page
Every page as it renders and as it prints, with nothing summarised. Read the wording before you reuse it.
Section by section
What each section is for, so you can keep the ones you need and drop the rest.
- Parties and assignment summary
- Assignor, assignee, the engagement dates and a stats strip of works, fee and handover.
- 1. What is being assigned
- The definition of the assigned works, the background IP carve out, and the schedule table.
- 2. The assignment
- A present assignment, rights that arise later, and the worldwide term.
- 3. What the Assignor is paid
- One dollar plus the final invoice, and why the earlier fees already covered the work.
- 4. Background IP and third party code
- The licence back for her own library, and the open source components with their licences.
- 5. Moral rights
- Consent to acts that would otherwise infringe, and what she may say in a portfolio.
- 6. What the Assignor warrants
- Five numbered warranties about originality, entitlement and encumbrances.
- 7. Handover and further assurances
- Repositories, credentials, no copies kept, and signing whatever a registry later needs.
Clauses in this document
How to adapt this agreement
For an employee rather than a contractor, check the employment contract first: work made in the course of employment often vests in the employer already, and an assignment then only needs to cover the edges. For an assignment as part of a company sale, move the warranties into the sale agreement and keep this document short, because the buyer's protections belong where the price is. For a design or brand handover, swap the repository column for file locations and add a clause dealing with fonts and stock images, which are licensed to the creator and usually cannot be assigned at all.
What an assignment cannot move
An assignment transfers ownership, but three things do not travel with it. Moral rights cannot be assigned in Australia, which is why a separate consent sits alongside the transfer rather than inside it. Copyright that does not exist yet needs express words about future copyright, or the assignment captures only what existed on the day it was signed. And anything the creator brought to the job rather than made for it stays theirs unless it is named, which is what the background intellectual property carve out is for. Registered rights need one more step: a patent or a trademark also has to be recorded with the registry before the transfer is effective against third parties.
What makes this document work
Six named works beat one broad sentence
The schedule lists each work with its repository and the months it was built, from the ledger core service to the documentation site. An assignment that says everything created during the engagement invites an argument about what that included; a table does not.
The developer keeps her own library, and says so
Background IP is defined as anything owned before the start date or built outside the engagement, including the Quill logging library. It is not assigned. Instead it is licensed back perpetually, irrevocably and royalty free, so the platform keeps working and she keeps her tools.
The handover is a list with a deadline
Ten business days to transfer the repositories and the design file, hand over administrator access, and move every credential into the company vault. Then a written confirmation that local copies have been deleted. Assignments fail on access far more often than on wording.
Questions people ask
What is an IP assignment agreement?
A contract that transfers ownership of intellectual property from one party to another, rather than licensing its use. Once signed, the assignor keeps nothing in the assigned works except what the agreement carves out, and the assignee can modify, relicense or sell them without asking.
What is the difference between an assignment and a licence?
An assignment moves ownership permanently. A licence leaves ownership where it is and gives permission to use the work on stated terms. This document uses both: the six named works are assigned outright, while the developer's own library is licensed back so the assignee can keep using it.
Why does an IP assignment need consideration?
Because it is a contract, and a contract needs something given in exchange unless it is executed as a deed. Here the assignee pays $1 for the assignment plus the final invoice of $6,400, making $6,401 in total, which is enough to make the assignment binding without resorting to a deed.
What are moral rights and why consent to them?
Moral rights are the creator's personal rights to be named and to object to derogatory treatment of their work, and they cannot be assigned. The practical answer is a written consent, which this agreement gives: the assignee may modify, rename, relicense or publish the works without naming her.
Should the schedule list open source components?
It should say what licences are in the works, and this one does. Four MIT libraries, one Apache 2.0 with its notice retained, twenty two front end packages and one open font licence, with a statement that nothing copyleft is present. That single clause is what an acquirer checks first.
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