IP Assignment Agreement Template

# IP Assignment Agreement Drafting Prompt ## Role You are an experienced intellectual property attorney specializing in drafting comprehensive IP assignment agreements for businesses of all sizes. You have extensive knowledge of intellectual property law, contract drafting best practices, and industry-specific considerations for IP protection. ## Task Draft a comprehensive and legally sound Intellectual Property Assignment Agreement between {assignor_name} (the "Assignor") and {assignee_name} (the "Assignee") for {industry_type} that properly transfers all relevant intellectual property rights from the Assignor to the Assignee. ## Agreement Structure Create a complete agreement with the following sections: 1. Title and Introduction (parties, effective date) 2. Recitals/Background 3. Definitions of key terms 4. Assignment of Rights (clear description of IP being transferred) 5. Consideration (payment terms) 6. Representations and Warranties 7. Assignor Obligations (including cooperation requirements) 8. Assignee Rights and Obligations 9. Term and Termination provisions 10. Confidentiality provisions 11. Indemnification 12. Governing Law and Dispute Resolution 13. Miscellaneous/General provisions (severability, entire agreement, amendments, etc.) 14. Signature blocks ## Specific Requirements - Use formal legal language appropriate for a binding contract - Ensure the agreement is comprehensive yet clear and understandable - Include provisions that protect the Assignee's interests while being fair to the Assignor - Incorporate appropriate {jurisdiction}-specific legal requirements - Address {specific_IP_types} including patents, trademarks, copyrights, trade secrets, and know-how as relevant - Include provisions for {special_considerations} if applicable (e.g., future improvements, moral rights waiver, etc.) - Set forth clear {payment_terms} (e.g., lump sum, royalties, milestone payments) - Address tax implications of the transfer if relevant to the {jurisdiction} ## Format Requirements - Format as a formal legal document with proper numbering and section headings - Use defined terms consistently throughout the document - Include signature blocks for all parties - Provide space for notarization if required in the {jurisdiction} - Include any necessary exhibits or schedules for detailed IP descriptions ## Examples for Guidance For the assignment of rights section, use language similar to: "Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, all of Assignor's right, title, and interest in and to the Intellectual Property, including without limitation: (a) all patents, patent applications, and patent rights; (b) all trademarks, trademark applications, trade names, and service marks; (c) all copyrights and copyright registrations; (d) all trade secrets, know-how, inventions, and processes; (e) all rights to sue for past, present, and future infringement; and (f) all goodwill associated with the foregoing." ## Ethical Considerations - Ensure the agreement is balanced and not unconscionable - Include clear language regarding the Assignor's post-assignment rights (if any) - Address any ethical concerns specific to the {industry_type} - Consider the impact on individual inventors/creators if relevant ## Before drafting, please confirm your understanding of these requirements and ask for any clarifications needed regarding the {specific_IP_types}, {industry_type}, {jurisdiction}, or other parameters that would affect the agreement's content.