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Intellectual Property assignment agreement
I need an intellectual property assignment agreement for transferring ownership of a patent from an individual inventor to a company, ensuring all rights are assigned, including any future improvements, with a clause for royalty payments and a confidentiality agreement to protect proprietary information.
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) under Dutch law. This legal contract covers inventions, designs, code, and creative works developed during employment or a specific project.
In the Netherlands, these agreements play a vital role in protecting company innovations, especially in tech and creative sectors. While Dutch employment law provides some automatic IP transfer rights to employers, a clear written agreement helps prevent future disputes and ensures compliance with local IP regulations. The agreement specifies which IP assets are included, when the transfer takes effect, and any compensation terms.
When should you use an Intellectual Property assignment agreement?
Use an Intellectual Property assignment agreement when hiring new employees or contractors who will create valuable IP during their work in the Netherlands. This is especially crucial for tech companies, research institutions, and creative agencies where innovations, designs, or content form core business assets.
Key moments to implement these agreements include: onboarding new team members, starting development projects, launching R&D initiatives, or engaging freelance specialists. Dutch employers need these agreements in place before work begins to ensure clear ownership rights and prevent costly disputes over valuable innovations. They're particularly important when collaborating with international teams or planning to commercialize IP assets.
What are the different types of Intellectual Property assignment agreement?
- IP Assignment Agreement: Standard comprehensive version covering all IP types, ideal for regular employment relationships
- Simple IP Assignment Agreement: Streamlined version for straightforward transfers, perfect for freelance projects
- Assignment Agreement Intellectual Property: Detailed version with extensive provisions for complex R&D projects
- IP Transfer Agreement: Focused on one-time transfers of existing IP between companies
- IP Rights Transfer Agreement: Specialized version for international transfers with cross-border considerations
Who should typically use an Intellectual Property assignment agreement?
- Technology Companies: Often initiate these agreements to secure IP rights from their development teams and protect innovations
- Startup Founders: Use IP assignment agreements to clearly establish ownership of core technology and protect investor interests
- Legal Counsel: Draft and review agreements to ensure compliance with Dutch IP law and protect client interests
- Employees/Contractors: Sign these agreements as creators of IP, transferring their rights to employers
- Research Institutions: Implement these agreements to secure rights to innovations developed in their facilities
- HR Departments: Manage the implementation during onboarding and ensure proper documentation
How do you write an Intellectual Property assignment agreement?
- Identify IP Assets: List all intellectual property to be transferred, including patents, software, designs, and trade secrets
- Party Details: Gather complete information about assignor and assignee, including registration numbers for businesses
- Scope Definition: Clearly outline which rights are being transferred and any limitations under Dutch law
- Compensation Terms: Document any payment or consideration for the IP transfer
- Timeline Details: Specify effective dates and any phased transfer arrangements
- Existing Rights: Check for prior agreements or licenses that might affect the transfer
- Local Requirements: Ensure compliance with Dutch IP registration and transfer regulations
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: Detailed description of all intellectual property being assigned, including registration numbers
- Transfer Declaration: Clear statement of rights being transferred under Dutch IP law
- Consideration Clause: Specified payment or value exchange for the transfer
- Warranties: Guarantees about IP ownership and absence of third-party claims
- Governing Law: Explicit reference to Dutch law and jurisdiction
- Future Rights: Provisions for IP developed after agreement signing
- Signatures: Proper execution blocks with date and witness provisions
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 in several key aspects under Dutch law. While both deal with IP rights, their purposes and effects are distinct.
- Ownership Transfer: IP assignment agreements permanently transfer ownership of specific IP assets, while IP agreements typically focus on licensing, usage rights, or confidentiality without changing ownership
- Duration: Assignments are permanent and irreversible transfers, whereas IP agreements often have defined terms and can be terminated
- Scope: Assignment agreements specifically detail the transfer of rights, while IP agreements cover broader aspects like development, protection, and usage terms
- Legal Effect: Under Dutch law, assignments must be explicitly documented and registered for certain IP types, while general IP agreements may not require formal registration
- Compensation Structure: Assignments typically involve one-time payments, while IP agreements often include ongoing royalties or periodic payments
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