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Assignment Agreement
I need an assignment agreement to transfer intellectual property rights from a freelance software developer to our company, ensuring compliance with Swiss law. The agreement should include confidentiality clauses, specify the scope of work, and outline payment terms upon successful completion of the project.
What is an Assignment Agreement?
An Assignment Agreement transfers legal rights, obligations, or property from one party to another under Swiss law. It's commonly used when companies need to transfer contracts, intellectual property rights, or other valuable assets in mergers, acquisitions, or business restructuring.
Swiss Code of Obligations requires these agreements to be clear and specific about what's being transferred, who's involved, and when the transfer takes effect. While some assignments need written form to be valid, others can be verbal - but having a written agreement helps avoid disputes and proves the transfer happened. The agreement typically includes payment terms, warranties, and any conditions that must be met.
When should you use an Assignment Agreement?
Use an Assignment Agreement any time you need to transfer ownership of assets, rights, or contracts to another party in Switzerland. Common scenarios include selling intellectual property rights, transferring lease agreements to new tenants, or moving contracts during company restructuring.
The timing matters most during major business changes like mergers, acquisitions, or when selling parts of your business. Swiss law requires formal documentation for many types of transfers, particularly those involving real estate or registered IP rights. Having a clear Assignment Agreement in place protects both parties and creates a solid record of exactly what was transferred and when.
What are the different types of Assignment Agreement?
- Confirmatory Assignment Agreement: Documents and validates a transfer that already happened, often used to satisfy regulatory requirements or provide clear evidence
- Invention Assignment Agreement: Transfers ownership of new inventions, usually from employees or contractors to their employer
- Transfer Of Copyright Agreement: Specifically for transferring copyright ownership in creative works, common in publishing and media
- Software Assignment Agreement: Transfers rights to software code and related intellectual property in tech transactions
- Assignment Of Debt Agreement: Transfers the right to collect a debt from one creditor to another
Who should typically use an Assignment Agreement?
- Business Owners: Commonly use Assignment Agreements during company sales, mergers, or when transferring valuable assets like patents or client contracts
- Legal Counsel: Draft and review agreements to ensure compliance with Swiss law, particularly focusing on transfer requirements and registration formalities
- Inventors and Creators: Transfer rights to their innovations, software, or creative works to employers or purchasing companies
- Financial Institutions: Handle debt assignments and facilitate transfers of financial obligations between parties
- Corporate Officers: Sign and execute agreements on behalf of their companies, ensuring proper authorization and documentation
How do you write an Assignment Agreement?
- Asset Details: Gather complete descriptions of what's being transferred, including registration numbers for IP rights or detailed contract information
- Party Information: Collect legal names, addresses, and authority confirmation for all parties involved in the transfer
- Transfer Terms: Define the transfer date, payment details, and any conditions that must be met
- Due Diligence: Verify ownership rights and any existing encumbrances on the assets being transferred
- Documentation: Prepare supporting documents like asset registrations or proof of ownership
- Compliance Check: Our platform ensures your Assignment Agreement meets Swiss legal requirements while maintaining clarity and enforceability
What should be included in an Assignment Agreement?
- Identification Section: Full legal names and addresses of all parties involved in the transfer
- Asset Description: Clear, detailed description of rights, property, or obligations being transferred
- Consideration Clause: Specific payment terms or value exchange for the transfer under Swiss law
- Transfer Terms: Effective date and conditions of the transfer, including any required registrations
- Warranties: Confirmation of ownership rights and authority to transfer
- Governing Law: Explicit reference to Swiss law and jurisdiction
- Execution Block: Signature spaces with dates and proper party identification
- Template Assurance: Our platform automatically includes all these essential elements in compliance with Swiss legal requirements
What's the difference between an Assignment Agreement and an Assignment Deed?
An Assignment Agreement differs significantly from an Assignment Deed in several key ways under Swiss law. While both documents transfer rights or property, they serve distinct legal purposes and have different requirements for execution.
- Legal Form: Assignment Agreements are contracts that can be relatively informal for many types of transfers, while Assignment Deed requires more formal execution and often needs notarization
- Timing of Transfer: Agreements typically handle future or ongoing transfers, while Deeds document immediate, permanent transfers of rights or property
- Consideration Requirements: Agreements must specify consideration (payment or value exchange), but Deeds can be valid without it
- Scope of Use: Agreements are more flexible and commonly used for business transactions, while Deeds are typically reserved for real estate and formal property transfers
- Evidence Value: Deeds carry stronger evidential weight in Swiss courts due to their formal nature and stricter execution requirements
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