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 a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 30/06/2025
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