Basic IP Ownership Agreement

6 mins read
This template can be used when you give some materials to the other party that performs services for you.  For example, you are a graphic designer and you send files to photo editors, animators, etc. Or, you are an IT business that sends portions of code to your freelancer abroad for inclusion in the final work product. So, this Agreement ensures that you retain all rights to the materials you share and the other party cannot use them for its own purposes.

Summary: The Owner agrees to provide materials to the Recipient for a specific purpose and the Recipient agrees to keep the materials confidential and not copy, use, sell, or disclose them. The Recipient will have no ownership rights to the materials and all work produced using the materials will belong solely to the Owner. The Recipient assigns all rights, including copyrights, in the work to the Owner. If the Recipient breaches the agreement, the Owner may seek injunctive relief and monetary damages. The agreement is governed by the laws of a specific jurisdiction and any disputes will be resolved in the courts located in that jurisdiction.

This Agreement is  made effective as of _________________ (“Effective Date”) between  ______________________________(“Owner”);  and  _______________________ ________________________________________________                (“Recipient”). In consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1.       MATERIALS
A.                  Owner will provide to Recipient ____________________________ (collectively, “Materials”) for the purpose of _____________________.
B.                  Recipient agrees to refrain from copying, using, showing, selling, or offering for sale any and all of said Materials, other than at the request of Owner. Recipient agrees to keep confidential and refrain from disclosing the methods by which the Owner created the Materials.
C.                  Recipient  acquires no ownership or license rights to Materials under this Agreement.  All documentation and communications related to Materials and all  reproductions thereof shall  at all  times remain  the sole property of Owner and shall promptly be destroyed or returned by Recipient upon request.
A.                  All products and results of Recipient’s services that involve the Materials (the “Work”) are works made for hire. Recipient acknowledges and agree that the  Work  (and  all  rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of Owner.
B.                  Recipient hereby  assigns  and  transfers  to Owner, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from,  or  incorporating  the Work; all income, royalties, damages, claims and payments now or hereafter due or payable     with respect thereto; all causes of action, either in law or  in  equity for  past, present, or  future infringement based on the copyrights; and all rights corresponding to the foregoing throughout  the world. Recipient agrees to execute all papers and to perform such other proper acts as Owner may deem necessary to secure for Owner or its designee the rights herein assigned.
3.       GENERAL
A.      Specific Performance. Recipient  agrees  that, should Recipient breach any of  the promises contained in  this Agreement,  Owner would suffer irreparable harm and Owner would be without adequate remedy at law and that Owner may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by Owner for Recipient’s breach of this Agreement.
B.      No Waiver.  Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party’s right thereafter to demand compliance therewith  or  with  any  other  provision.  A party shall not be deemed to have waived any rights hereunder unless such waiver  is  in writing  and signed by a duly authorized officer  of the party making such waiver.
C.      Severability.  Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.
D.      Merger. Recipient agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties.
E.       Choice  of Law. This Agreement shall be governed by, construed,  and  enforced  in  accordance  with  the  laws  of  _________________.  Any dispute involving the  terms  or  conditions of  this  Agreement shall be brought in the courts located in ______________________.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
By: ____________________
Name/Title: _____________
By: _________________________
Name/Title: ___________________
Date: _________________________

Frequently Asked Questions about Intellectual Property Ownership Agreements:

  1. What is an Intellectual Property Ownership Agreement? An Intellectual Property Ownership Agreement is a contract between two parties in which one party (the Owner) provides materials or technology to the other party (the Recipient) for a specific purpose, and the Recipient agrees not to use or disclose the materials in any unauthorized manner. The agreement outlines the ownership rights of the Owner and the responsibilities of the Recipient regarding the materials provided.
  2. What are the benefits of having an Intellectual Property Ownership Agreement? Having an Intellectual Property Ownership Agreement provides legal protection for the Owner’s materials and helps to prevent unauthorized use or disclosure of the materials by the Recipient. The agreement helps to establish clear ownership rights and obligations between the parties and can help to avoid disputes in the future.
  3. What types of materials or technology are typically covered by an Intellectual Property Ownership Agreement? Intellectual Property Ownership Agreements can cover a wide range of materials and technology, including confidential information, proprietary software, research and development materials, and trade secrets.
  4. What are the consequences of violating an Intellectual Property Ownership Agreement? If a party violates the terms of an Intellectual Property Ownership Agreement, the other party may take legal action to enforce the agreement. This could include seeking injunctive relief, monetary damages, or both. Additionally, violation of an Intellectual Property Ownership Agreement can have negative consequences for the violating party’s reputation and relationships in the industry.
  5. Can an Intellectual Property Ownership Agreement be modified or terminated? An Intellectual Property Ownership Agreement can be modified or terminated by mutual agreement of both parties in writing. However, it is important to carefully review the agreement and any applicable laws before making changes to the agreement.
  1. What is the purpose of an Intellectual Property Ownership Agreement? The purpose of an Intellectual Property Ownership Agreement is to clearly define and establish the ownership rights of intellectual property (such as copyrights, patents, trademarks, trade secrets, etc.) between two parties. This agreement outlines the terms and conditions surrounding the use, protection, and transfer of intellectual property rights.
  2. Who are the parties involved in an Intellectual Property Ownership Agreement? The parties involved in an Intellectual Property Ownership Agreement are the owner of the intellectual property and the recipient, who may use the intellectual property according to the terms outlined in the agreement.
  3. What are the key elements of an Intellectual Property Ownership Agreement? The key elements of an Intellectual Property Ownership Agreement typically include the definition of the intellectual property being transferred, the purpose for which the recipient may use the intellectual property, restrictions on the use of the intellectual property, and the assignment of intellectual property rights to the owner.
  4. How does an Intellectual Property Ownership Agreement protect the owner’s intellectual property rights? An Intellectual Property Ownership Agreement protects the owner’s intellectual property rights by clearly establishing the ownership of the intellectual property and setting out the terms and conditions surrounding its use and protection. The agreement may also include provisions for confidentiality, non-competition, and legal remedies for breach of contract, among other things.
  5. What happens if the recipient breaches the terms of an Intellectual Property Ownership Agreement? If the recipient breaches the terms of an Intellectual Property Ownership Agreement, the owner may seek legal remedies, such as injunctive relief or monetary damages, as outlined in the agreement. In some cases, the agreement may also provide for specific performance, where the recipient is ordered to comply with the terms of the agreement.

Leave a Reply

Latest Upwork Reviews

0 $0.00
%d bloggers like this: