An Intellectual Property Agreement (“IP Agreement”), also called an Intellectual Property Transfer Agreement or Intellectual Property Assignment Agreement, consummates and formalizes an agreement between two businesses for the obtain and sale of intellectual property rights. The Intellectual Property becoming purchased can consist of copyrights, trademarks, moral rights, and/or patents. (Moral rights are recognized in Europe, but not the United States. Therefore, a transfer of moral rights would only be applicable in an international agreement.) As opposed to an IP License Agreement, the purchaser or assignee in an IP Transfer Agreement takes total and exclusive ownership and control of the IP rights, and is no cost to use those rights even so he or she wishes.

When drafting an IP Agreement, be certain to contemplate which includes the following provisions:

ƒ. Assignment and Waiver of Moral Rights. Moral rights, recognized in Europe but not the U.S., involve general rights in respect to the intellectual property. In this provisions, the assignor need to irrevocably and in perpetuity waive, in favor of Assignee, all moral rights in and to the transferred intellectual property, which includes the following:

* a. The correct to restrain or claim damages for any distortion, mutilation, or other modification of the transferred IP
* b. The appropriate to be associate with the transferred IP and
* c. The proper to restrain use or reproduction of the transferred IP
* d. This waiver shall be binding upon the heirs, executors, employees, directors and all successors involved in the creation of the IP.

„. Representations and Warranties. It is important to consist of a representations and warranties paragraph in the agreement where the assignor promises that it has the full authority to assign the transferred intellectual property, no cost and clear of any material encumbrances, liens, or claims against the property. The assignor should also promise that it has the full authority to waive all moral rights.

…. Non-disclosure. The assignor should promise, for itself, its officers, directors, shareholders, etc., that it agrees that, except with the assignee’s express prior written consent, that it will not disseminate, disclose, or use, or permit to be utilised, any of the transferred intellectual property, considering that upon execution of the agreement the IP is property of the assignee.

†. Damages Inadequate. The assignee may possibly want to incorporate a provision whereby the assignee should concede that damages at law by itself may not be an adequate remedy for a breach of the agreement. In the event of a breach, the assignee’s rights might be enforceable by distinct performance, injunction, or other equitable remedy, as opposed to remedies at law.

‡. Assignment of the Agreement. The assignee may possibly wish to call for their prior written consent prior to the assignor is allowed to assign the agreement to a third party.

ˆ. Governing Law. The parties need to agree which state will govern the agreement, and if they desire, could include a binding arbitration provision in an effort to seek a speedy resolution to any dispute.

These are the key provisions that need to be included in an Intellectual Property Agreement. To read and download actual IP agreements, please pay a visit to the agreement section of this site.

Copyright Assignment