ip-assignment

name	ip-assignment
title	IP Assignment Agreement
description	Drafts intellectual property assignment agreements transferring patents, trademarks, copyrights, and trade secrets. Covers conveyancing language, registration recordation, consideration, representations and warranties, and post-closing obligations. Use when drafting IP assignments, asset purchase IP transfers, or technology transfer documents.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/ip-assignment
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	general
practice	ip
language	en

IP Assignment Agreement

Drafts an agreement transferring all right, title, and interest in specified IP assets from assignor to assignee.

Prerequisites

Gather before drafting:

1. IP inventory — type, registration numbers, filing dates, jurisdictions, pending applications
2. Chain of title — prior assignments, employment/contractor agreements, co-ownership
3. Encumbrances — active licenses, liens, security interests
4. Party details — legal names, entity types, jurisdictions, signatory authority
5. Deal terms — consideration, payment timing, license-back, retained rights
6. Recording requirements — target registries (USPTO, USCO, foreign), notarization

Quick Start

Core conveyancing language:

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee
all right, title, and interest in and to the Assigned IP, including:

Then enumerate: use, reproduce, modify, distribute, sublicense, enforce rights, associated goodwill, right to sue for past/present/future infringement, renewals/extensions/continuations, and ancillary materials.

Agreement Structure

1. Parties & Recitals

• Full legal name, entity type, jurisdiction, address, signatory for each party
• Flag: multiple assignors, joint ownership (all co-owners must consent), partial assignments
• Describe IP with registration-level specificity; reference exhibits for full listings
• State business context; note chain-of-title history
• Do NOT embed operative warranties in recitals

2. Assignment Clause

Rights checklist:

• Use, reproduce, modify, distribute, display, perform, sublicense, enforce
• Associated goodwill (required for trademark validity)
• Right to sue for past, present, and future infringement
• All renewals, extensions, continuations, divisionals
• Ancillary materials (source code, design files, prototypes, docs, domains)

Scope: geographic (worldwide or limited), temporal (full remaining term + renewals), retained rights (none or license-back).

Registration-specific requirements: