Assignment Of Inventions Agreement Template for New Zealand

An Assignment Of Inventions Agreement is a legally binding document that transfers complete ownership of inventions and associated intellectual property rights from an inventor to another party. In New Zealand, this agreement serves as the foundation for securing clear title to innovative technologies, ensuring that your organisation can fully exploit and protect valuable intellectual property assets.

When do you need this document?

You need this agreement when hiring employees in research and development roles, as the Employment Relations Act 2000 requires clear documentation of IP ownership expectations. Technology companies routinely use these agreements when acquiring start-ups or licensing innovations from independent inventors. Universities and research institutions require them when collaborating with commercial partners or when faculty members develop potentially valuable inventions. If you're a start-up seeking investment, investors often demand proof that your company owns all core intellectual property through properly executed assignment agreements.

Key legal considerations

The agreement must clearly define what constitutes an "invention" to avoid future disputes over scope. Consider including provisions for future improvements and derivative works to ensure comprehensive coverage. Fair consideration clauses are crucial - the assignor must receive something of value, whether monetary compensation, employment benefits, or other consideration. Include confidentiality provisions to protect sensitive technical information during and after the transfer. Representation and warranty clauses should require the assignor to confirm they have the right to transfer the invention and that it doesn't infringe third-party rights. Consider including indemnification provisions to protect against potential patent disputes.

Legal requirements in New Zealand

Under the Patents Act 2013, patent rights can be assigned, and such assignments must be in writing to be legally effective. The Contract and Commercial Law Act 2017 governs the formation and validity of the agreement, requiring clear offer, acceptance, and consideration. When dealing with employee inventions, ensure compliance with the Employment Relations Act 2000, which recognises that employees may have rights to inventions developed during employment unless properly assigned. The Fair Trading Act 1986 prohibits misleading conduct, so all representations about the invention's capabilities or market potential must be accurate. If the invention includes software elements, consider Copyright Act 1994 implications for code ownership. Registration requirements may apply - while assignment agreements don't require registration, you should promptly file patent applications to secure protection and document the new ownership publicly.