Intellectual property agreement

There are many different intellectual property rights in English law. Some are well known, such as copyright, patents and trade marks; others are less well known, such as moral rights and rights in designs; and some are almost unknown outside specialist circles, such as rights in typographical arrangements and plant variety rights.

There are two main kinds of pure intellectual property agreement: assignments and licences. An assignment of intellectual property is a document effecting the transfer of the ownership of intellectual property from one person to another. A licence of intellectual property rights is a document specifying that a person may do certain acts without infringing the owner's intellectual property rights.

If you are assigning the ownership of intellectual property, this should always be in writing by means of a formal agreement. Many IP rights cannot be properly assigned without a written document. For example, Section 90(3) of the Copyright, Designs and Patents Act 1988 says that "an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor".

Licences of IP should also usually be written down (especially exclusive licences). For example, a licence will not be an exclusive licence within the meaning of the 1988 Act unless it is "in writing signed by or on behalf of the copyright owner" (Section 92(1)).

Common issues to consider when drafting an intellectual property agreement are:

• the definition of the intellectual property that is being licensed or assigned;
• warranties and indemnities given by the licensor or assignor in relation to the IP;
• the circumstances, if any, in which a licence may be cancelled or the rights assigned revert; and
• the treatment of related moral rights.

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Template intellectual property agreements

Our Website Contracts template shop sells a range of downloadable intellectual property assignments and licences.

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