Intellectual Property Assignment Agreement
Move IP ownership cleanly — founder-to-company, freelancer deliverables and acquisition assignments that survive due diligence.
- Due-Diligence-Proof Chain
- Copyright Defaults Overridden
- All IP Types Covered
What is Intellectual Property Assignment Agreement?
IP assignment permanently transfers ownership — and gaps in the chain surface at the worst moments: investor due diligence finds the core code legally owned by a co-founder personally; the logo your freelancer designed still belongs to the freelancer; the acquired business never actually owned the brand it sold you. Indian copyright law defaults can leave commissioned work with its creator — written assignment is the only cure.
Taxwapsi drafts assignments that close every gap: founder-to-company assignments (pre-incorporation work transferred properly), contractor/freelancer deliverable assignments, employee invention assignments, and business-transfer IP schedules — each with present-tense operative language ("hereby assigns"), moral-rights waivers, further-assurance obligations and warranty of ownership.
For registered IP (trademarks, patents, designs), we also handle recordal with the respective registries — assignment without recordal leaves the register showing the old owner, undermining enforcement and resale.
Expert Pro Tip
Use present-tense assignment language ("hereby assigns") covering future works in the engagement — "agrees to assign" is merely a promise requiring a second document later, and that second document is exactly what missing co-founders and vanished freelancers never sign.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
Single assignment deed (one assignor).
All Inclusive
Get StartedWhat you'll get
- Assignment deed drafting
- Moral-rights waiver
- Ownership warranties
- 2 rounds of revisions
- Stamping guidance
Standard
Assignment + registry recordal.
+ Govt. Fee
Get StartedWhat you'll get
- Everything in Starter
- TM-P / registry recordal filing
- Chain-of-title gap review
- Multiple works in one deed
- IP lawyer consultation
Pro
Full chain-of-title cleanup.
+ Govt. Fee
Get StartedWhat you'll get
- Everything in Standard
- Founder + contractor + employee deeds (up to 4 assignors)
- IP inventory & diligence note
- Future-works clauses for ongoing engagements
- Investor-diligence support
- Dedicated IP lawyer
* Timelines depend on government processing. T&C apply.
Benefits of Intellectual Property Assignment Agreement
Due-Diligence-Proof Chain
Investor and acquirer diligence checks the IP chain first — clean assignments close in days, broken chains kill terms.
Copyright Defaults Overridden
Indian law can leave commissioned work with the creator — express assignment with moral-rights waiver fixes it permanently.
All IP Types Covered
Copyright, trademarks, patents, designs, know-how and domain names — one coherent instrument.
Registry Recordal
TM-P and equivalent filings so registered IP shows the new owner on the register.
Warranties That Matter
Assignor warrants ownership and non-infringement, with indemnity — you get what you paid for.
Tax-Aware Structuring
Consideration, stamp duty and capital-gains aspects flagged so the transfer is clean on both law and tax.
How It Works — Step by Step
- 1
IP Inventory & Chain ReviewDay 1
What is being assigned, who created it, and where the current chain has gaps.
- 2
Assignment DraftingDay 2
Deed drafted with operative assignment, waivers, warranties and further assurance.
- 3
Review & ExecutionDay 3
Revisions, stamping guidance and signing across parties.
- 4
Registry Recordal
For registered IP — recordal applications filed so the register reflects the new owner.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
IP Details
- 1
IP Description / RegistrationsRequired
Registered numbers or precise description of unregistered works/code/brand.
- 2
Creation HistoryRequired
Who created what, when, under what arrangement — locates the chain gaps.
Party & Deal Details
- 3
Assignor & Assignee KYCRequired
Identity/entity documents of both parties.
- 4
ConsiderationRequired
Payment or share-based consideration for the transfer.
- 5
Underlying Engagement DocumentsIf applicable
Freelance contracts, employment terms, founder arrangements being cured.
Frequently Asked Questions
Why do I need an assignment if I paid for the work?
Payment alone does not transfer copyright in India — Section 19 of the Copyright Act requires a written, signed assignment specifying the work and rights. Commissioned work (freelance logos, code, content) can legally remain the creator's without it. The deed, not the invoice, makes it yours.
What must a valid copyright assignment contain?
Writing signed by the assignor, identifying the work, the rights assigned, territory and duration (defaults apply if silent: 5 years, India-only — a trap for unwary drafts), plus consideration. We draft full-scope, worldwide, perpetual assignments with moral-rights waivers.
What are moral rights and why waive them?
Authors retain rights of attribution and integrity even after assignment — letting them object to modifications. For commercial assets (logos, code, content), a waiver/non-assertion ensures the company can edit, rebrand and adapt freely. Standard in our deeds.
Founder built the product before incorporation — what now?
That IP belongs to the founder personally until assigned to the company. A founder IP assignment deed (often for share consideration) transfers it — among the first documents investors verify. We bundle this with co-founder agreements routinely.
Does assignment of a trademark need registry filing?
The assignment is valid between parties on execution, but recordal (Form TM-P) updates the register — without it, the old owner remains the registered proprietor, weakening enforcement and complicating renewals or onward sale. We file recordals as part of Standard/Pro.
Is stamp duty payable on IP assignments?
Yes — assignments are conveyances; duty varies by state and consideration (some states have specific IP-assignment entries). Under-stamped deeds face admissibility problems exactly when enforced. We compute the right duty for your state.
Assignment vs licence — am I choosing right?
Assign when ownership must move (founder-to-company, acquisitions, full buyouts). License when you want recurring revenue and control. Once assigned, it is gone — reversion only if the contract provides. We confirm the structure before drafting.
Can future IP be assigned in advance?
Yes — present assignment of future works in defined engagements ("all work product created under this agreement is hereby assigned upon creation") is effective and standard for employees and contractors. This clause is what keeps chains clean without chasing signatures later.
What Our Clients Say
4.6/5(2,000+ reviews)Our trademark got objected and we were clueless. Their IP attorney drafted a brilliant reply — mark accepted and published within months.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
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