Assignment of IP Agreement
Moves ownership of intellectual property from a person to a company, or between companies.
The classic use is a founder who built the product before incorporating. The code, the brand and the designs are personally theirs until assigned, and investors find this during diligence with tiresome reliability.
It also covers assignment from a former contractor whose agreement lacked an IP clause, or a transfer between entities during a restructuring.
Use it when
- You built something before incorporating and need it in the company
- A contractor delivered work without an IP assignment clause
- Preparing for a financing round or acquisition where diligence will check the IP chain of title
- Moving assets between entities in a corporate reorganisation
Use something else when
- You want to keep ownership and only grant permission to use. That is a licence, not an assignment
- The IP was created by an employee under an agreement that already assigns it, in which case there is nothing to transfer
What is in the document
Every section of the assignment of ip agreement, as it appears in the file you download.
Questions
Why do investors ask about IP assignment?
Because a company whose core product is personally owned by a founder is not really a company that owns its product. It is one of the first things diligence checks and one of the most common reasons a round gets delayed.
Does an IP assignment need to be in writing in Canada?
Yes. Copyright assignments must be in writing and signed by the owner to be valid. A verbal understanding does not transfer copyright, no matter how clear both sides believe it was.
What about moral rights?
Canadian copyright includes moral rights, which cannot be assigned but can be waived. The template includes a waiver, which matters when you plan to modify or rebrand the work.
Do I need to register the assignment?
Not for validity, but recording it with CIPO for registered patents, trademarks or copyrights creates a public record of the chain of title and makes future diligence easier.