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Intellectual Property assignment agreement
I need an intellectual property assignment agreement to transfer all rights, title, and interest in a software codebase from a freelance developer to my company, ensuring the assignment includes all future modifications and updates. The agreement should comply with New Zealand laws and include clauses for confidentiality and non-disclosure.
What is an Intellectual Property assignment agreement?
An Intellectual Property assignment agreement transfers ownership of IP rights from one party (often an employee or contractor) to another (typically a company). These agreements play a crucial role in Kiwi businesses, especially for protecting valuable creations like software code, designs, and inventions under New Zealand's Copyright Act and Patents Act.
The agreement spells out exactly which IP assets are being transferred, when the transfer takes place, and what rights the original creator keeps, if any. It's particularly important for startups and tech companies in NZ, who need to ensure they own all the IP their team creates. The agreement also helps prevent future disputes by clearly documenting who owns what.
When should you use an Intellectual Property assignment agreement?
Use an Intellectual Property assignment agreement when bringing new people into your NZ business���especially employees, contractors, or consultants who will create valuable IP. This agreement needs to be signed before they start work, particularly for roles involving product development, software coding, design work, or research.
The timing matters most when launching startups, developing new products, or collaborating on innovation projects. For example, tech companies need these agreements signed before developers write their first line of code. Creative agencies need them before designers start work on client projects. Getting these agreements in place early prevents costly ownership disputes and protects your company's valuable intellectual assets.
What are the different types of Intellectual Property assignment agreement?
- IP Assignment Agreement: The standard comprehensive agreement covering all forms of intellectual property, commonly used for employee or contractor relationships
- Patent Assignment Agreement: Specifically focused on transferring patent rights and related technical innovations, often used in R&D contexts or technology sales
- IP Transfer Agreement: Used for one-time transfers of existing IP between companies, such as during mergers, acquisitions, or asset sales
Who should typically use an Intellectual Property assignment agreement?
- Companies and Startups: The primary users who need to secure ownership of IP created for their business, especially tech firms and creative agencies
- Employees and Contractors: Required to sign these agreements before creating IP for their employer, including developers, designers, and researchers
- Legal Counsel: Draft and review agreements to ensure compliance with NZ IP laws and protect company interests
- HR Managers: Coordinate the signing process during onboarding and maintain records of executed agreements
- Business Owners: Ensure agreements are in place to protect valuable IP assets and maintain clear ownership rights
How do you write an Intellectual Property assignment agreement?
- Identify IP Assets: List all intellectual property to be transferred, including patents, copyrights, trademarks, and trade secrets
- Party Details: Gather full legal names, addresses, and roles of all parties involved in the IP transfer
- Timing Specifics: Define when the transfer takes effect and if any IP rights are retained by the assignor
- Payment Terms: Document any compensation for the IP transfer, including payment schedules if applicable
- Custom Elements: Use our platform to generate a legally sound agreement that includes all required NZ-specific clauses and protections
- Signing Authority: Confirm who has proper authority to execute the agreement for each party
What should be included in an Intellectual Property assignment agreement?
- Identification Section: Full legal names and details of all parties involved in the IP transfer
- IP Description: Clear definition of all intellectual property being assigned, including creation dates and registration numbers
- Transfer Terms: Explicit language confirming the complete transfer of rights, title, and interest in the IP
- Consideration Clause: Statement of payment or other value exchanged for the IP transfer
- Warranties: Guarantees about IP ownership, no existing licenses, and freedom from encumbrances
- Governing Law: Specification that New Zealand law applies to the agreement
- Execution Block: Proper signature sections with dates and witness provisions if required
What's the difference between an Intellectual Property assignment agreement and an Intellectual Property Agreement?
An Intellectual Property assignment agreement differs significantly from an Intellectual Property Agreement. While they sound similar, their purposes and effects are quite distinct in New Zealand law.
- Ownership Transfer: IP assignment agreements permanently transfer ownership of intellectual property, while IP agreements typically establish usage rights and protections without changing ownership
- Duration: Assignments are permanent and irreversible transfers, whereas IP agreements often have specific time periods or conditions
- Scope of Rights: Assignment agreements transfer all rights completely to the new owner, while IP agreements usually involve limited licenses or specific usage permissions
- Legal Effect: Assignments change the actual ownership record at the Intellectual Property Office of New Zealand, while IP agreements create contractual obligations between parties without changing official ownership records
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