# IP assignment agreement
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Review and draft intellectual property assignment agreements transferring ownership of patents, copyrights, trademarks, trade secrets, and know-how.

Review and draft intellectual property assignment agreements transferring ownership of patents, copyrights, trademarks, trade secrets, and know-how. Use when reviewing or drafting IP assignments in employment contexts (invention assignment clauses, employee IP provisions), contractor engagements (consultant IP transfer, freelancer work product), M&A transactions (IP due diligence, founder IP transfer, pre-incorporation assignment remediation), technology transfers (source code assignment, software IP, algorithm transfer), and corporate reorganizations (intra-group IP transfer, spin-off IP allocation). Covers assignment vs. license distinction, present vs. future rights assignment language ("hereby assign" vs. "agree to assign"), work-for-hire doctrine (17 USC 101 nine categories, Community for Creative Non-Violence v. Reid 1989), moral rights treatment (VARA in US, CDPA 1988 s.77-89 in UK, French droit moral, German Urheberpersonlichkeitsrecht), assignment formalities by jurisdiction (USPTO/ UKIPO/EUIPO/EPO recordation, writing requirements, signature requirements, witness/ notarization), chain-of-title verification, background IP carve-outs, future improvements/derivatives, consideration requirements, warranty of title and non-infringement, further assurance clauses, confidentiality of transferred IP, state-specific inventor protections (California Labor Code 2870, Illinois EPAA, Washington RCW 49.44.140, Minnesota 181.78). GREEN/YELLOW/RED classification with confidence-scored analysis. Jurisdictions: US (federal copyright/patent/trademark, 50-state employment IP), UK (CDPA 1988, Patents Act 1977), EU (Copyright Directive 2019/790, Trade Secrets Directive 2016/943, EPO/EUIPO practice), common law and civil law moral rights treatment. Usefulness: 9/10.

This skill reviews and drafts intellectual property assignment agreements — contracts that transfer ownership of patents, copyrights, trademarks, trade secrets, and know-how from one party (the assignor) to another (the assignee). Unlike licenses, which grant permission to use IP while the original owner retains title, assignments permanently transfer all ownership rights. **Covers:** - Employee invention assignment agreements and IP clauses in employment contracts - Contractor/consultant IP assignment provisions - Founder IP assignments (pre-incorporation and post-formation) - Technology transfer agreements (software, algorithms, source code) - M&A transaction IP assignments and due diligence - Intra-group IP transfers in corporate reorganizations - Copyright, patent, trademark, trade secret, and know-how assignments - Moral rights waivers and consents (where permitted) - Assignment formality compliance (writing, signature, recordation) - Chain-of-title verification and gap remediation **Does not:** - Provide legal advice or replace qualified IP counsel - Draft patent applications or trademark registrations - Conduct freedom-to-operate searches - Apply to one jurisdiction exclusively — jurisdiction-agnostic with [JURISDICTION-SPECIFIC] markers - Cover pure licensing transactions (see licensing-specific skills) This is a jurisdiction-agnostic skill. The agreement's governing law clause determines which legal framework applies. IP rights are territorial — a US patent must be assigned under US law, a UK ...

## Jurisdictions

Global



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