What Is an IP Assignment Agreement

Just because you paid someone to create something for your business doesn't mean you own it. Surprised? Most businesses are.

An IP Assignment Agreement ensures the creator of a work—whether it’s a logo, a mobile app, or a pitch deck—transfers full ownership of that intellectual property (IP) to you or your company.

✅ Why it matters: If you don’t get IP rights in writing, you may face disputes, rework, or even lawsuits. Worse—investors or acquirers may walk if your ownership isn’t crystal clear.

When to Use an IP Assignment Agreement

• Hiring Freelancers, Contractors, or Agencies
  Use an IP Assignment Agreement to ensure that any intellectual property—such as code, designs, marketing copy, or branding—created during the engagement becomes the legal property of your business. Without it, creators may retain ownership by default.
• Employing Staff for Creative or Technical Work
  Even when hiring employees, it's important to clearly define that any work product developed during the course of employment is owned by the employer. This includes inventions, software, written content, logos, and more.
• Acquiring a Business, Product, or Brand
  During mergers, acquisitions, or licensing deals, IP Assignment Agreements help formally transfer ownership of intellectual property—such as trademarks, patents, websites, and digital assets—from the seller to the buyer.
• Preparing for Investment, Due Diligence, or Exit
  Investors and acquirers expect clear documentation showing your business owns all core IP. Assignment agreements are often a standard requirement during legal due diligence, and missing documentation can slow down or jeopardize deals.

Checklist: What to Include in Your IP Assignment Agreement

✅ Clearly Identify the Intellectual Property
List out the specific IP being transferred—such as code, designs, written content, trademarks, or patents. Include names, dates, and file or registration numbers where applicable.

✅ Name Both the Assignor and Assignee
Spell out who’s transferring the rights (assignor) and who’s receiving them (assignee). Use full legal names and business entities to avoid ambiguity.

✅ Use Explicit Ownership Transfer Language
Avoid vague language. Phrases like “hereby assigns all right, title, and interest” make the transfer legally binding and enforceable.

✅ Include Payment or Compensation Terms (If Any)
Even if the transfer is part of a broader agreement (like employment), mention any financial consideration—or state that none is provided—to close the loop.

✅ Add Warranties About Ownership and Transferability
The assignor should warrant that they created the work, own it outright, and have the right to transfer it. This protects you from future claims or conflicts.

✅ Define Governing Law and Jurisdiction
Clarify which state’s laws apply and where any legal disputes would be handled. This is critical if you and the assignor operate in different regions.

✔ SMVRT Legal’s IP Assignment Template is startup-friendly and investor-approved.

Common IP Ownership Pitfalls

⚠️ Assuming You Own It
Paying for work ≠ owning the IP. It must be assigned.

⚠️ Not Using a Written Contract
Without a signed agreement, you’re relying on implied rights—not smart.

⚠️ Missing Work-for-Hire Language
Even with employees, you need the right legal language for automatic ownership.

⚠️ Relying on Informal Communications
Emails or Slack messages don’t count as IP transfers—get it signed.

IP Assignment vs. Work for Hire vs. Licensing

• IP Assignment = Full Transfer
  You own the IP entirely and permanently.

• Work for Hire = Automatic Ownership (in some cases)
  Applies only in certain employment settings or if explicitly stated.

• License = You Use It, They Still Own It
  Often used for software or creative assets with limited rights.

LEGAL TIP FROM THE EXPERTS

"Don’t assume that hiring someone means you automatically own what they create. If you don’t have a signed assignment, they might legally own the code, design, or idea—even if you paid for it

— HAMNA ZANE  | CORPORATE & CONTRACTS LAWYER + LEGAL RESEARCHERS