Narrative. A standalone IP assignment is used when you need to move a discrete bundle of intellectual property from one party to another outside the context of an employment, services, or M&A agreement — for example, when acquiring a specific trademark or domain, consolidating IP held in a founder’s personal name, or buying code from a freelancer in a one-off deal. Unlike a PIIA (which covers future inventions made during a relationship) or an M&A asset-purchase exhibit (which moves everything in a schedule), this form is single-purpose and transactional. Key drafting points: (1) describe the IP with particularity (patent numbers, trademark registrations, domain names, copyright registrations, repository URLs); (2) include a representation of clean title and non-infringement; (3) require further assurances and a power of attorney; (4) confirm consideration was paid; and (5) specify which recordations the assignor must assist with (USPTO, Copyright Office, domain registrars).

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement“) is entered into as of [DATE] by and between [ASSIGNOR NAME] (“Assignor“) and [ASSIGNEE NAME] (“Assignee“).

1. Assignment

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all of Assignor’s right, title, and interest, throughout the world, in and to the intellectual property set forth on Schedule A (the “Assigned IP“), together with all goodwill associated therewith, and all rights to sue for and recover damages for past, present, and future infringement thereof.

2. Consideration

The consideration for the assignment is $[AMOUNT], payable by Assignee to Assignor concurrently with the execution of this Agreement by [wire transfer / check / other].

3. Representations and Warranties of Assignor

Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of the Assigned IP, free and clear of all liens, claims, and encumbrances; (b) Assignor has full right and authority to assign the Assigned IP; (c) the Assigned IP does not infringe upon or misappropriate the intellectual property rights of any third party; (d) there are no claims, actions, suits, or proceedings pending or, to Assignor’s knowledge, threatened against Assignor or the Assigned IP; (e) Assignor has not granted any license, option, or other right in the Assigned IP to any third party; and (f) upon execution of this Agreement, Assignee will own the Assigned IP free and clear.

4. Further Assurances; Power of Attorney

Assignor shall, at Assignee’s reasonable request and expense, execute and deliver such additional documents and take such further actions as may be necessary or desirable to record, perfect, or enforce the assignment, including executing USPTO patent and trademark assignments, Copyright Office assignments, domain-transfer authorizations, and notices to registrars. Assignor hereby irrevocably appoints Assignee and its officers as Assignor’s attorney-in-fact, coupled with an interest, to execute and file any such documents if Assignor is unable or unwilling to do so.

5. No Retained Rights

Assignor retains no right, title, or interest in or to the Assigned IP and shall not use the Assigned IP for any purpose without Assignee’s prior written consent.

6. Governing Law; Miscellaneous

This Agreement is governed by the laws of the State of [STATE], constitutes the entire agreement between the parties with respect to the subject matter hereof, may be amended only in writing signed by both parties, is binding on successors and assigns, and may be executed in counterparts including by electronic signature.

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ASSIGNOR: ASSIGNEE:

_________________________ _________________________ [ASSIGNOR NAME] [ASSIGNEE NAME] Date: ___________ Date: ___________

Schedule A — Assigned Intellectual Property (Itemize: patents, patent applications, trademarks, service marks, domain names, copyrights, source code repositories, software, trade secrets)

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.