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Agreements to Assign Intellectual Property Rights

Agreements to Assign Intellectual Property Rights

Where intellectual property assets are assigned to a corporation, all owners, officers, employees and contractors of the corporation should be required to sign an agreement to assign intellectual property rights prior to performing any work for the corporation. While such agreements can be relatively long and detailed, the most important clause of the agreement would be similar to the following:

[Name] presently assigns and transfers to the Company all right, title, and interest, including any and all Intellectual Property Rights pertaining thereto, any works created, made, conceived, invented, developed, discovered or reduced to practice in the performance of his/her/its duties on behalf of the Company.

The wording of this clause, well established by years of practice and case law, operates to automatically assign rights to intellectual property assets without any further agreements or assignments.
Some owners or employees may balk at signing such an agreement, but it is essential that they do so. Generally, it is much easier to get people to sign such agreements at the outset of their association with the corporation. The longer people are with a company, the greater the likelihood that they will overvalue their contribution or feel they have personal rights in creative work they have performed on behalf of the corporation.
These type of agreements serve two important purposes. First, of course, they insure a corporation can legally enforce its rights in intellectual property assets. Perhaps more importantly, however, these agreements provide notice to owners, officers, employees and contractors, from the outset, that they have no personal rights in creative works they develop for the corporation.

Note that it is best practice to follow up general agreements to assign with assignment agreements for specific assets that are of particular value to the corporation.


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