Free IP Assignment Agreement Generator
Transfer intellectual property ownership from contractor to company — copyrights, patents, trade secrets, and inventions. State-specific language with California §2870 and work-for-hire provisions auto-applied. No account required.
Assignment Details
What's included in the generated document
- Full IP assignment — copyrights, patents, trade secrets, moral rights waiver
- Work-for-hire election — where federal law permits
- Representations & warranties — assignor confirms authority to assign
- State-specific notes — CA §2870, WA RCW 49.44.140, MN §181.78, and others auto-applied
- Future inventions clause — covers IP created after effective date in scope
- Cooperation clause — assignor agrees to assist with filings
IP Assignment Agreement — Common Questions
What is an IP Assignment Agreement?
An IP Assignment Agreement permanently transfers ownership of intellectual property — code, designs, patents, trade secrets — from the creator (Assignor) to the company (Assignee). Unlike a license, an assignment is a permanent transfer. Without it, the contractor who wrote your code may legally own it even after you paid them.
Do I need this if my IC agreement already covers IP?
Sometimes yes. If your contractor is already engaged under an older agreement without a strong IP clause, or if investors, acquirers, or patent filings require a standalone signed IP assignment document, you need this. A standalone IP assignment is cleaner legally and easier to produce during due diligence than pointing to clause 12(b) of an old services agreement.
What is California Labor Code §2870?
California §2870 limits what you can require a contractor to assign. Inventions developed entirely on the contractor's own time, without your equipment or trade secrets, and unrelated to your business cannot be required to be assigned. The generated agreement includes the required California carve-out. This applies to any contractor who is a California resident — even if your company is elsewhere.
Does "work for hire" cover contractor code?
No — not automatically. Under US copyright law, work-for-hire for independent contractors only applies to nine specific categories. Software code written by a contractor is NOT in those categories. The assignment clause in this document covers this gap: it includes both a work-for-hire election (for anything that qualifies) and an unconditional assignment (for everything else).
What consideration is needed to make an IP assignment enforceable?
An IP assignment requires legal consideration to be enforceable. This can be a stated payment amount, reference to an existing contractor agreement that provides compensation, or continued engagement. Assignments signed for "$1 and other good and valuable consideration" are legally valid but weaker — use the actual payment amount when possible.