Transfer ownership of patents, trademarks, copyrights, trade secrets and domain names outright, with the schedules and short-form assignments you need to record the transfer on each register. Download it in Word or PDF, or fill it in and sign it online.
Free to use. Legally binding under the ESIGN Act, UETA, and eIDAS.Updated October 2026 by Document eSign
An intellectual property assignment agreement is the document that moves ownership of an intangible asset from one party to another. The assignor stops being the owner on the day it takes effect, the assignee becomes the owner for the full remaining term of each right, and there is nothing left to renew or renegotiate. That is what separates it from a license, which leaves the owner in place and only grants permission to use the asset. Because each kind of intellectual property is created and recorded under its own body of law, a workable assignment has to do more than recite that everything is transferred. It has to identify each asset precisely enough that a registrar can match it, carry the goodwill along with any trademark, expressly hand over the claims for infringement that already happened, and produce a separate recordable document for each register. This template is built around those requirements, with five schedules that carry the asset lists, the disclosures, a recording checklist and the short-form assignments themselves.
Who uses it
A startup consolidating IP held personally by its founders into the companyA buyer in an asset deal taking the seller's brand, product and codebaseA company taking ownership of work produced by a contractor or agencyAn inventor selling or transferring a patent or patent applicationAn employer taking assignment of a specific invention an employee has already madeA brand owner buying a trademark and the goodwill that goes with itAn investor or lender confirming that a portfolio sits where the cap table says it does
What's inside
A present assignment written in the operative tense, with an automatic assignment of anything created after signing that falls within the schedule
Schedule A in seven parts: patents, trademarks, works and copyrights, trade secrets, domains and accounts, other assets, and chain of title
An express assignment of accrued claims for infringement that happened before the transfer
Separate clauses for copyright recordation, USPTO patent recording and trademark assignment with goodwill
Schedule E short-form assignments for each register, so commercial terms stay out of the public record
The federal trade secret immunity notice that an employer has to give to keep its own remedies
An employee invention clause written to the state law limits, carrying California's required notification and overriding the assignment clause for an excluded invention
A domain name and account transfer clause covering authorization codes, credentials and administrative control
Moral rights waiver, with a drafting note on the visual art works a general waiver will not reach
Further assurances backed by a limited power of attorney for signatures the assignee needs years later
Schedule D recording and renewal checklist with the three statutory deadlines spelled out
26 bracketed drafting notes flagging the decisions that need a human
HOW IT WORKS
From template to signed in three steps.
01
Start from the template
Open it in the editor with the fields already mapped, or download the DOCX to edit offline.
02
Add signers and send
Drop signature and date fields, then route each party in order or in parallel.
03
Get a sealed copy
Everyone signs, and you get a tamper-evident PDF plus an audit certificate.
Free forever. No credit card. Your recipients sign with no account.
The details
Everything to know before you send it.
1
How to fill it in
Four things decide the rest: what is being assigned, what is being kept back, what is already encumbered, and who records what by when. The schedules carry most of that, so fill the schedules and the clauses side by side, not one after the other.
Schedule A Parts 1 to 6: list every asset by the identifier its register uses. A patent by number, a mark as actually used, a domain exactly as registered. Anything you leave out is not assigned.
Schedule A Part 7 and Schedule C: write the chain of title and every existing license, lien and dispute. It is also the part most often left thin, and a thin answer here is what later turns into a dispute.
Schedule B: list anything the assignor keeps. If they need to keep using something they are selling, decide now whether to exclude it or to assign it and take a license back.
Clause 6: state the consideration. For an employee or contractor assignment, say that the existing compensation is the consideration instead of leaving the figure blank.
Schedule D: fill in the recording deadlines on the day you sign, not later.
Schedule E: sign one short-form assignment for each register you need to file at.
2
What this agreement moves, and what it does not
An assignment moves an asset. It does not move your position in a contract, and it does not create the asset in the first place. Those are three different jobs and they are easy to mix up. If what you are moving is your side of a live contract, so that the other party now performs for someone else, that is a contract assignment and it belongs in an assignment agreement, not here. If what you need is for work that has not been done yet to belong to you when it is delivered, that ownership clause belongs in the development or services agreement that commissions the work. This document is for the case where an asset that already exists, or that will exist within a described category, changes hands. Deals often need more than one of the three. An agency buying a design studio will assign the studio's client contracts, take an assignment of the studio's IP, and put ownership language into every future statement of work.
3
Why the words hereby assigns decide who owns it
The verb tense in the operative clause carries real legal weight. A clause saying a party agrees to assign, or that an invention shall be the property of the company, can be read as a promise to do something in the future rather than as the transfer itself. If it is only a promise, legal title stays with the assignor until a second document is signed, and in the meantime someone who did take a present assignment can take priority. That is what happened in the Stanford v. Roche litigation. A researcher signed an agreement with his university saying he agreed to assign future inventions, then signed one with a company saying he did hereby assign them. The Federal Circuit held that the first gave the university only a promise while the second transferred title, so the company's rights came first (Board of Trustees of the Leland Stanford Junior University v. Roche Molecular Systems, 583 F.3d 832 (Fed. Cir. 2009)). On further appeal the Supreme Court decided a different question, holding that the Bayh-Dole Act does not vest title to federally funded inventions in the institution and that an inventor owns their invention, and it left the reading of the two contracts undisturbed (563 U.S. 776 (2011)). The Federal Circuit applied the same drafting logic in Omni MedSci, Inc. v. Apple Inc., 7 F.4th 1148 (2021), holding that a university bylaw providing that inventions shall be the property of the university did not effect a present automatic assignment. These are patent cases from one circuit, so the rule is sharpest for patents and for inventions not yet made. Clause 2 of this template uses the present tense, says expressly that it is not a promise to assign later, and adds an automatic assignment for assets that come into existence after signing.
4
Schedule A is the agreement
The operative clause is short and almost never the thing that fails. Schedule A is where assignments fall apart, because an asset that is not identified well enough to be matched against a register is an asset nobody can confirm you own. A registrar comparing your filing against its records is not going to work out that your reference to the logo means the mark registered in class 9 under a slightly different name. Identify patents by country and number, marks as they are actually used along with the class and the basis of any pending application, works by title, author and date with the registration number where one exists, domains exactly as registered, and trade secrets by category and storage location without disclosing the secret in a document that may end up in evidence. Name mismatches are worth a second look, because Acme Inc. and Acme, Inc. are not the same registrant to an examiner comparing your filing against the register, and a company that converted from an LLC or reincorporated in another state often still appears under the old name. Part 7 then asks how the assignor got each item, which is the question that surfaces the contractor who was never put under a written assignment.
5
Three registers, three recording deadlines
Recording is not what makes an assignment effective, but failing to record on time is what loses the asset to somebody else. The deadlines are set by three different statutes and they are not the same, which is why Schedule D asks you to write them down on the day you sign.
Copyright: as between two conflicting transfers, the one executed first prevails if it is recorded within one month of execution in the United States, or two months if executed outside it, or at any time before the later transfer is recorded (17 U.S.C. 205(d)).
Patents: an assignment is void against a later purchaser or mortgagee for valuable consideration without notice unless recorded at the USPTO within three months of its date, or before that later purchase (35 U.S.C. 261).
Trademarks: an assignment is void against a later purchaser for valuable consideration without notice unless the prescribed information is recorded within three months of the date of the assignment, or before the later purchase (15 U.S.C. 1060(a)(4)).
A copyright recordation gives constructive notice only if the work has been registered, so registration and recordation are two separate steps (17 U.S.C. 205(c)).
A non-exclusive license evidenced by a signed writing can beat a later transfer of ownership, but only if the license was taken before the transfer was executed, or was taken in good faith before the transfer was recorded and without notice of it (17 U.S.C. 205(e)). An undisclosed license is a real risk, which is what Schedule C is for.
6
The right to sue for past infringement does not travel by default
Buying an asset does not buy the claims for harm already done to it. The rule traces back to Moore v. Marsh, 74 U.S. 515 (1868), and the Federal Circuit has held that an assignment of the right of action for past infringement has to be express and cannot be inferred from the assignment of the patent itself, in Arachnid, Inc. v. Merit Industries, 939 F.2d 1574 (1991). Without a clause like Clause 4, a buyer can end up owning a patent while the seller still owns the lawsuit against the competitor whose infringement is the reason the patent was worth buying. The mirror image fails too. In Silvers v. Sony Pictures Entertainment, 402 F.3d 881 (9th Cir. 2005), the en banc Ninth Circuit held that an assignment of the bare right to sue for copyright infringement, without any transfer of an exclusive right in the copyright, does not confer standing, because the right to sue is not among the exclusive rights the statute lists. Accrued claims and ownership need to move together, in the same document, in express words.
7
A trademark only moves with its goodwill
A trademark works as a shorthand for the reputation of the business behind it, and the statute treats it that way: a registered mark, or a mark with a pending application, is assignable with the goodwill of the business in which the mark is used, or with the part of that goodwill connected with the use of and symbolized by the mark (15 U.S.C. 1060(a)(1)). An assignment that strips the mark away from the goodwill can be attacked as an assignment in gross, which is why the goodwill language in Clause 14 should never be edited out. The same provision contains a trap that catches people buying early-stage brands. An application filed on an intent to use basis cannot be assigned before an amendment to allege use or a verified statement of use has been filed, unless the assignment is to a successor to the business of the applicant to which the mark pertains and that business is ongoing and existing. Assigning an intent to use application too early does not merely fail, it can invalidate the application. Clause 14 of this template handles that by deferring the assignment of any intent to use application until an amendment to allege use or a statement of use has been filed, or until the underlying business transfers, and by keeping that application out of the short-form assignment until then. Check the basis and status of every pending mark in Schedule A Part 2 before signing, because that clause only works if you know which applications are affected.
8
The thirty five year termination right you cannot buy
For a work that is not a work made for hire, United States copyright law gives the author or the author's statutory successors a right to terminate a grant the author executed on or after January 1, 1978. No wording in an assignment can remove it, because the right may be exercised notwithstanding any agreement to the contrary, including an agreement to make a will or to make a future grant (17 U.S.C. 203(a)(5)). An assignment of an individual author's copyright is therefore secure for thirty five years, not in perpetuity, and a buyer should know that before paying a price that assumes permanence. Clause 19 says openly that nothing in the agreement waives the right, because a clause purporting to waive it would be unenforceable and would tell the assignee something untrue about what they had bought.
The window runs for five years and opens at the end of thirty five years from the date the grant was executed (17 U.S.C. 203(a)(3)).
Where the grant covers the right of publication, it opens instead at the earlier of thirty five years after publication under the grant and forty years after execution.
It is exercised by serving advance written notice, in the form and within the timing the statute and the Copyright Office regulations require, on the grantee or its successor in title.
It does not apply to a work made for hire, and it reaches only a grant the author executed, so a grant by a company that is itself the author as an employer falls outside it.
Buying from a company is not a way around it. Where that company took its copyright by assignment from a human author, the author's original grant stays terminable, and on termination the rights revert out of everyone downstream, this assignee included (17 U.S.C. 203(b)).
A derivative work prepared under the authority of the grant before termination may keep being used on the grant's terms, though no new derivative works may be prepared after that (17 U.S.C. 203(b)(1)).
So trace the chain back to the individual author, find the date that author signed, and diary the window.
9
Moral rights in visual art need their own waiver
Most assignments include a broad waiver of moral rights, and for most assets that is enough. It is not enough for a work of visual art. Under 17 U.S.C. 106A the rights of attribution and integrity cannot be transferred at all, but they can be waived if the author expressly agrees in a written instrument signed by the author, and that instrument has to specifically identify the work and the uses to which the waiver applies, with the waiver reaching only the work and uses identified (17 U.S.C. 106A(e)(1)). A general waiver covering all works in a schedule does not meet that standard. Transferring the copyright or a physical copy does not waive these rights either, and they are owned separately from the copyright itself (17 U.S.C. 106A(e)(2)). One more detail catches collaborations: where a work is a joint work, a waiver by one author waives those rights for all of the authors. The definition is narrow, which limits how often this matters. It covers a painting, drawing, print or sculpture existing in a single copy or a signed and consecutively numbered edition of 200 or fewer, and a still photographic image produced for exhibition purposes only in a single signed copy or such an edition. Works made for hire, applied art, advertising and packaging material, posters, maps, technical drawings and audiovisual works are all excluded (17 U.S.C. 101). An ordinary product photograph or a logo is not caught. Where a work does fall inside the definition, name it and the specific intended uses and have the individual author sign that waiver separately, and note that a company cannot waive the rights of the human author who made the work.
10
The trade secret notice that protects your own remedy
Federal law requires an employer to give notice of a statutory immunity in any contract or agreement with an employee that governs the use of a trade secret or other confidential information, and the definition of employee includes anyone performing work as a contractor or consultant (18 U.S.C. 1833(b)(3)(A) and (b)(4)). The immunity protects an individual who discloses a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing. The consequence of leaving the notice out falls on the employer rather than the individual: an employer that does not comply may not be awarded exemplary damages or attorney fees in a trade secret action against the person who was not given notice (18 U.S.C. 1833(b)(3)(C)). The requirement applies to agreements entered into or updated after the provision was enacted on May 11, 2016. Clause 16 carries the notice. Including it costs nothing, and leaving it out quietly removes two of the remedies you would most want in a misappropriation case.
11
Work made for hire is narrower than most people assume
Work made for hire is a defined term, not a label you can apply by agreement. It covers a work prepared by an employee within the scope of employment, and otherwise only a work specially ordered or commissioned for use in one of nine listed categories, and even then only if the parties expressly agree in a written instrument signed by them that the work is a work made for hire (17 U.S.C. 101). The employee route is not decided by what a contract calls someone either. It turns on the common law agency test the Supreme Court adopted in Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989), so a payroll label or a contractor label does not settle it. These nine categories are the entirety of the second route: Software, logos, photographs and building designs are not categories in themselves, so each qualifies only if it fits one of the nine. A photograph commissioned for a magazine can be a contribution to a collective work, and code written as part of a video game can be part of an audiovisual work. Most freelance work fits none of them. Where the doctrine does apply, the employer is treated as the author and owns all of the rights in the copyright unless the parties expressly agreed otherwise in a signed writing (17 U.S.C. 201(b)). So when a company commissions custom software from a contractor, a work made for hire label usually will not work, and the company owns the result only if the contractor assigned it. An assignment is how you close that gap.
A contribution to a collective work
A part of a motion picture or other audiovisual work
A translation
A supplementary work
A compilation
An instructional text
A test
Answer material for a test
An atlas
12
State law limits what an employer can require an employee to assign
An invention assignment signed by an employee does not reach everything the employee ever thinks of. California is the clearest example. A provision requiring an employee to assign rights in an invention does not apply to an invention the employee developed entirely on their own time without using the employer's equipment, supplies, facilities or trade secret information, unless the invention either relates at the time of conception or reduction to practice to the employer's business or to its actual or demonstrably anticipated research or development, or results from work the employee performed for the employer (Cal. Labor Code 2870(a)). A provision that purports to require assignment of an invention outside those limits is against the public policy of the state and is unenforceable (Cal. Labor Code 2870(b)). There is a procedural duty on top of the substantive one: an employer whose agreement contains such a provision must, at the time the agreement is made, give the employee written notification that the agreement does not apply to an invention qualifying fully under section 2870 (Cal. Labor Code 2872). Clause 20 carries that notification and says expressly that it overrides the assignment in Clause 2, so an excluded invention does not become assigned property by being swept into a schedule. Several other states have comparable statutes with their own wording and their own lists, so check the state whose law governs before relying on the clause as drafted, and consider attaching the text of the governing statute itself, not a paraphrase of it.
13
Domains and accounts move by platform, not by register
Patents and trademarks move on a government register and the paperwork is predictable. Domain names, app store listings, code repositories, social accounts and developer accounts do not work that way. Each one moves only when its registrar or platform agrees that it has moved, and each has its own process. A domain usually needs the registrar lock released, privacy disabled and an authorization code handed over, and the transfer then sits in a pending state for several days. Worse for a deal timetable, a registrar may apply a sixty day lock after a change of registrant or a recent transfer, during which no further transfer is possible at all, so a deadline measured in days can be impossible to meet through nobody's fault. Some platforms will not transfer an account between owners at all, in which case the practical answer is to transfer the underlying entity or to rebuild the presence under the buyer's own account. Clause 17 sets a deadline, requires the credentials and recovery methods and not just the password, and stops the assignor letting anything lapse while the transfer is in progress. Confirm each transfer has actually completed before releasing the final payment, because these are the assets most likely to be still sitting in the seller's account a month after closing.
14
What to check before you sign
Many problems with an executed assignment are visible on the face of the document and the schedules. A short pass through these points catches them.
Does Clause 2 say hereby assigns, in the present tense, rather than agrees to assign.
Is every asset in Schedule A identified by the number, name or domain its register would use.
Does Schedule A Part 7 account for every person who created any part of the asset. Inventions need a written assignment from each inventor; a copyright work made by an employee in the scope of employment needs only a statement that it was made for hire.
Is Clause 4 still in the document, so the claims for past infringement move with the asset.
Does every trademark in Schedule A Part 2 carry its goodwill, and is any intent to use application clear of the restriction on early assignment.
Is Schedule C filled in, including the question about government or university funding, instead of left blank.
Is Clause 16 present if the assignor is an individual who worked for the assignee.
Are the Schedule D deadlines written down, with a named person responsible for each filing.
Is a short-form assignment in Schedule E signed for each register you will file at.
This template and the guidance on this page are provided for general information only and are not legal advice. Laws differ by country and state, so review the final document against your own situation and have a qualified lawyer check anything high-value or regulated before you sign.
FAQ
Questions, answered.
What is the difference between assigning and licensing intellectual property?
A license is permission. The owner stays the owner, the permission can be limited in time, territory and purpose, and it can usually come to an end. An assignment is a sale of the asset itself: the assignor stops being the owner on the effective date and keeps nothing except what the agreement expressly carves out. The practical consequences follow from that. After an assignment the assignee is the party who appears on the register, who decides whether to renew or abandon the right, who can license it to anybody else, and who can bring an infringement action in its own name. A licensee generally cannot do any of those things, and a non-exclusive licensee normally cannot sue at all.
Do I need to notarize an intellectual property assignment?
No. Notarization is not a condition of a valid assignment of a patent, trademark or copyright. What a notary adds is evidence. A certificate of acknowledgment is prima facie evidence of the execution of an assignment of a patent or patent application (35 U.S.C. 261), acknowledgment is likewise prima facie evidence of execution for a trademark assignment (15 U.S.C. 1060(a)(3)), and for copyright the statute says in terms that a certificate of acknowledgment is not required for validity but is prima facie evidence of execution (17 U.S.C. 204(b)). That can be worth having where the assignor is hard to reach later, where the chain of title may be scrutinized in a financing or a sale, or where a foreign office expects it. For most assignments between parties who are both available and cooperative, a signed agreement is enough. Part 4 of Schedule E is there if you decide to use it.
Is the assignment still valid if I never record it?
Yes, as between you and the assignor. Recording is not what makes the transfer effective, and an unrecorded assignment still binds the party who signed it. What recording protects you against is a third party, which is why missing the deadline matters. There is also a step at the patent office that catches new owners by surprise. To request or take action in a patent matter as the owner, an assignee who was not the original applicant has to establish its ownership under 37 C.F.R. 3.73, by submitting the chain of title or saying where it is already recorded. That can be done in the same paper as the action, with the assignment sent for recording at the same time, so it is a step rather than a bar. Until it is done the assignee may be unable to appoint its own attorney or make filings as the applicant, though the existing applicant or attorney of record can still act, and anyone at all may pay a maintenance fee on the patentee's behalf (37 C.F.R. 1.366(a)).
Who signs when the owner is a company rather than a person?
An officer or other person with authority to bind the entity signs, and the signature block should show their name, their title and the entity they are signing for. One detail is worth checking against the register, not against your own records: the entity name in the assignment should match the name in which the right is registered, exactly. Companies change names, convert from an LLC to a corporation, merge and reincorporate, and the register often still carries the old name. Recording offices generally record what you file without examining title or validity, so a mismatch usually will not be rejected at the counter. It surfaces later, when you try to establish ownership to prosecute, to enforce, or to satisfy a buyer's diligence, and by then the signatory may be gone. Where the names differ, record the intervening change of name or merger first so the chain of title is continuous.
Does the assignee owe the assignor anything after the assignment?
Not unless the agreement says so. This template is written as a clean transfer for a stated amount, and Clause 6 provides expressly that no royalty, milestone payment or earn-out is due unless Schedule A Part 6 or a separate signed agreement sets one out. That default is deliberate, because an assignment with a vague suggestion of future payment is the kind of term that gets argued about years later. If the deal does include a continuing payment, write the full terms into Schedule A Part 6, including how it is calculated, when it is paid, what reporting comes with it, and what happens if the assignee later sells the asset on.
Does one assignment cover other countries, or do I need a separate document for each?
Clause 2 is drafted to transfer the rights worldwide, but whether each country gives that full effect depends on its own law. Some jurisdictions restrict assignment of an author's copyright between living parties, so only exploitation rights can move. Some require a prescribed form of words, a certified translation, or the signatures of both parties rather than the assignor alone, which is why the short-form patent assignment in Schedule E has a signature line for each party. Recording is a further matter again. Each country records transfers on its own register under its own rules, and some national and regional offices will only accept a document in a prescribed local form, or want a certified translation, an original signature, a notarized or legalized acknowledgment, or the payment of a local fee. The usual approach is to keep this agreement as the governing document and to have local counsel prepare and file whatever each office requires, using the short-form assignments in Schedule E as the starting point. Build that into the Schedule D checklist for any portfolio with foreign rights.
What happens if the assignor will not sign a document I need later?
This comes up in practice, usually when an examiner wants a declaration from an inventor who left the company years ago. Clause 23 handles it in two layers. The assignor takes an ongoing obligation to sign whatever is reasonably needed to perfect, record, prosecute or enforce the assigned rights, at the assignee's expense, and that obligation survives. If the assignor will not sign within the stated period or cannot be found, the assignor appoints the assignee as its agent and attorney in fact, limited to the assigned intellectual property, to sign in its place. Treat the appointment as a backstop rather than the plan, because some foreign offices will not accept a document signed under it.
Does an intellectual property assignment need to be paid for?
A completed assignment in a signed writing can pass title with no payment at all, because what the statutes require is a writing and not consideration (17 U.S.C. 204(a), 35 U.S.C. 261). Consideration matters for the promises the assignor makes about the future, such as the cooperation duty and the power of attorney in Clause 23 and the restrictions in Clause 22, since those are ordinary contract promises. One trap is worth naming: for work an employee or contractor has already done and already been paid for, that pay is past consideration and generally will not support a fresh promise. Either give something new, however small, or sign the assignment at the start of the engagement and not after it. The agreement also records that the assignor acknowledges receipt of good and valuable consideration, which is standard and is what the short-form assignments in Schedule E repeat for the benefit of the recording office.
Is the intellectual property assignment agreement available in Word format?
Yes. Download it as a Word document and edit it in Word, Google Docs or Pages. The bracketed fields and the bracketed drafting notes are there to be replaced or deleted as you work through the schedules, and the five schedules are laid out so you can paste in asset lists from a spreadsheet. If you would rather not edit the wording at all, you can fill it in and sign it online instead.
Can I download the intellectual property assignment agreement as a PDF?
Yes. The PDF is formatted for A4 and is ready to print and sign by hand, or to sign electronically. If you are signing electronically, use the online version so the signature fields and the audit trail are built in. Remember that the short-form assignments in Schedule E are separate documents meant to be signed and filed on their own, so print or export those pages separately for each register you need to file at.
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