As an individual or business owner, there may be times when you want to assign your intellectual property (IP) rights to another individual or business. Alternatively, you may want another entity to assign their IP rights to you. IP is a term which is applied broadly to something which is created, invented or designed. IP is sometimes referred to as ‘property of the mind’. Assigning your IP rights to another party is most often seen in the context of an employment contract, whereby any IP produced in the course of employment is automatically assigned to the employer. You may need another individual or entity to assign their IP rights to you if you engage a service provider to carry out work for you, such as:

  • designing your logo; or 
  • writing the code for your app. 

This article explains: 

  • what an IP assignment agreement is; and 
  • why an IP assignment is important in defining and protecting your rights.

Key Clauses in an Intellectual Property Assignment Agreement

An IP assignment agreement is a contractual agreement which facilitates the transfer of IP from one party to another. The party transferring the IP interest is the assignor. The party receiving the IP interest is the assignee. There are several important clauses which you should include in an IP assignment agreement.

The Assignment Clause

Assignment of IP rights may take place in return for a sum of money. However, this is not always so, as in the case of employees automatically assigning their IP rights to their employer. The clause should make it clear that all current or future rights, titles or interest in the IP are conveyed to the assignee.

Timing of the Assignment

It is important to state that all rights, titles or interest in the IP are conveyed to the assignee immediately upon creation of the IP. The assignor must agree to do ‘all things necessary’, including signing required documents, to facilitate a successful transfer of IP.

Assignment of Moral Rights

The assignor must also consent to the assignment of their moral rights in the IP. Moral rights are the rights of a creator to control, protect and enforce the artistic integrity that subsists in the IP. This includes the right:

  • of the assignor to attribute their name to the work;
  • against false attribution from other parties; and
  • against derogatory treatment.

Third-Party Confidentiality

To the extent that any rights held by the assignor under third-party confidentiality agreements cannot be assigned, the assignor must agree to hold such rights on trust for the benefit of the assignee.


The assignor must represent and warrant that it:

  • is the sole and absolute owner of the IP;
  • has the authority and capacity to assign the IP in full;
  • has not licenced or encumbered any right, title or interest in the IP to any third party;
  • does not infringe any third-party’s IP rights or moral rights; and
  • has no other obligations to any third-party which are inconsistent with the rights and obligations as set out in the intellectual property assignment agreement.

A warranty clause is important, as it protects the assignee from liability in the event that the assignor attempts to transfer IP which belongs to another party, whether intentionally or not.

Key Takeaways

A comprehensive intellectual property assignment agreement is important to define and protect your position in either assigning or receiving IP. A well-drafted intellectual property assignment agreement will protect you against any claims of IP infringement from third-parties and ensure that you have full ownership rights of the IP. If you have any questions on intellectual property assignment agreements, please contact LegalVision’s intellectual property lawyers on 1300 544 755 or fill out the form on this page.

COVID-19 Business Survey
LegalVision is conducting a survey on the impact of COVID-19 for businesses across Australia. The survey takes 2 minutes to complete and all responses are anonymous. We would appreciate your input. Take the survey now.

About LegalVision: LegalVision is a tech-driven, full-service commercial law firm that uses technology to deliver a faster, better quality and more cost-effective client experience.

The majority of our clients are LVConnect members. By becoming a member, you can stay ahead of legal issues while staying on top of costs. For just $199 per month, membership unlocks unlimited lawyer consultations, faster turnaround times, free legal templates and members-only discounts.

Learn more about LVConnect

Need Legal Help? Get a Free Fixed-Fee Quote

If you would like to receive a free fixed-fee quote or get in touch with our team, fill out the form below.

  • By submitting this form, you agree to receive emails from LegalVision and can unsubscribe at any time. See our full Privacy Policy.
  • This field is for validation purposes and should be left unchanged.
Our Awards
  • 2019 Top 25 Startups - LinkedIn 2019 Top 25 Startups - LinkedIn
  • 2019 NewLaw Firm of the Year - Australian Law Awards 2019 NewLaw Firm of the Year - Australian Law Awards
  • 2020 Fastest Growing Law Firm - Financial Times APAC 500 2020 Fastest Growing Law Firm - Financial Times APAC 500
  • 2020 AFR Fast 100 List - Australian Financial Review 2020 AFR Fast 100 List - Australian Financial Review
  • 2020 Law Firm of the Year Finalist - Australasian Law Awards 2020 Law Firm of the Year Finalist - Australasian Law Awards
  • Most Innovative Law Firm - 2019 Australasian Lawyer 2019 Most Innovative Firm - Australasian Lawyer
Privacy Policy Snapshot

We collect and store information about you. Let us explain why we do this.

What information do you collect?

We collect a range of data about you, including your contact details, legal issues and data on how you use our website.

How do you collect information?

We collect information over the phone, by email and through our website.

What do you do with this information?

We store and use your information to deliver you better legal services. This mostly involves communicating with you, marketing to you and occasionally sharing your information with our partners.

How do I contact you?

You can always see what data you’ve stored with us.

Questions, comments or complaints? Reach out on 1300 544 755 or email us at

View Privacy Policy