Intellectual Property Deed of Assignment: third party contractor

Deed of Assignment of Intellectual Property Rights by a third party contractor to a company, to be entered into at closing of an investment transaction where due diligence has revealed that the IP developed by contractor has not been formally assigned to the company.

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When do I use this document?

  • for the assignment of IPR by a third party contractor to a company
  • as part of the closing documents in an investment transaction

What are the key features?

  • 8 clauses over 4 pages
  • in the form of a deed between the company and the assigning contractor
  • definitions of Developed IPR and Intellectual Property
  • assignment and further assurance provisions
  • warranties from the assigning contractor as to ownership of the Assigned IPR

What other documents are available?

For a Deed of Assignment of general intellectual property rights by a founder to a company, see

For a Deed of Assignment of registered and unregistered trade marks, see

When do I use this document?

  • for an investment transaction
  • where the subject company will agree a period of exclusivity with the investor
  • for a longer form agreement with strong legal protections for the investor

What are the key features?

  • 13 clauses over 6 pages
  • definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
  • exclusivity undertakings from the company in favour of the proposed investor
  • rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs

What other documents are available?

For a shorter form of exclusivity agreement for an investment transaction, see

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Updated by a lawyer on 30/06/2025

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