An Intellectual Property Assignment Agreement is a document by which someone releases something they created - like a work of art, or a writing, or a film - and gives away or transfers all the rights to someone else. This type of agreement is used in situations where the artist is okay with the art being used for another purpose, and where the artist is okay with not keeping any rights to the art.
The creations are called works of intellectual property, and by releasing the rights, the creator gives up any control over what happens to the intellectual property. The person that receives the rights to the work can then do anything they want with it - including copy it, distribute it, publish it, or whatever else they would like.
An intellectual property transfer is different than a licensing agreement. With this transfer, once the transfer occurs, the creator of the work ("the transferor") will not be entitled to royalties or any other compensation. The work will belong entirely to the receiver ("the transferee"). A release should be used specifically in the instance where the artist would like to just give away all of their rights so that another person can start to use the work however they may like. However, it is possible to include in the agreement a transfer fee, so that the transferee pays something at the time of the transfer.
Please note that for some intellectual property in Australia, transfers or assignments of the intellectual property need to be undertaken through relevant authorities. For example, in the case of trademarks (eg, logos and other branding), or patents, these are managed by IP Australia.
In order to validly transfer a trademark or patent, the parties may need to make an application with IP Australia. In addition, if a business name is being assigned, then this will need to be organised through the Australian Securities and Investments Commission.
If the parties are unsure about these matters or need assistance with them, they should seek legal advice.
How to use this document
This document can be used when an artist would like to release the rights to something they've created. Conversely, a business person or individual can also use this document to acquire the rights to something someone else has created, and they've agreed. In this document, the person preparing the document will be able to fill out the details of the work of intellectual property that is being released.
Once the document has been prepared and before it is signed, make sure that both parties (both the party assigning the intellectual property, and the party receiving the intellectual property) receive a copy of the document. Both parties should be given some time to review the document to make sure that their details are correct, that they understand the various terms, and that they are happy with the various terms.
Both parties should then sign the document. If the parties are individual persons (rather than companies) then they will need to have their signatures witnessed by independent witnesses who are aged over 18. They cannot witness each other.
Both parties should then keep a copy of the document for their own records.
There are no laws outlining what must be put into an Intellectual Property Transfer Agreement. Overall, intellectual property in Australia is covered primarily under Commonwealth law, including the Copyright Act 1968.
This agreement is a contract between the transferor and the transferee. Ordinary principles of contract law, as provided by the common law, will also apply.
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