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Intellectual property (IP) is any intangible asset that's created from human intellect, such a logo, a written article, some computer code, an invention or trade secrets.
If you're planning on buying, selling or licencing IP, you'll need an intellectual property agreement.
This guide explains what to include in an intellectual property agreement and shows you where you can find IP agreement templates for free.
What is an intellectual property agreement?
There are two types of intellectual property agreements: The assignment agreement and the licence agreement.
Intellectual property assignment agreement
An intellectual property assignment agreement is a legal contract that transfers ownership of IP from one party (the transferor) to another party (the transferee).
The transferor releases all rights to the IP and assigns the rights to the transferee.
An intellectual property assignment agreement gives the transferee complete control over the IP. They can copy it, modify it, publish it, distribute it and destroy it.
Intellectual property licence agreement
An intellectual property licence agreement is a legal contract that gives one party (the licensee) usage rights for some intellectual property, but not ownership. The other party (the licensor) retains full ownership of and some control over the intellectual property.
An intellectual property licence agreement defines what licensees can and can't do with the intellectual property. For example, a licensee may be allowed to use it but not modify or copy it.
Download this template at Lawpath
When should I use an intellectual property agreement?
You should use an intellectual property assignment agreement when you want to sell complete ownership of some IP. For example, when a graphic designer designs a logo for a client, the designer typically transfers complete ownership of the design to their client upon completion of the design.
You should use an intellectual property licence agreement when you want to sell usage rights for some intellectual property but want to retain ownership. For example, software developers typically use intellectual property licence agreements to allow others to use and benefit from their software without giving up ownership.
Intellectual property agreement vs non-disclosure agreement
A non-disclosure agreement is a contract between two parties where one agrees not to disclose certain confidential information owned by the other party to anyone.
A non-disclosure agreement helps protect one party from financial loss due to their confidential information being shared by the other party.
Unlike a non-disclosure agreement, an intellectual property agreement isn't focussed on keeping intellectual property secret. An intellectual property agreement grants usage or ownership rights.
For example, an intellectual property assignment agreement should be used when one business purchases another business. The purchaser would want to legally gain ownership of the business's trade secrets.
What does an intellectual property agreement include and not include?
Australia has no laws explicitly describing what an intellectual property agreement must include. However, the agreement is a contract, so it must follow the principles of contract law.
Here are some elements that any intellectual property agreement should, and shouldn't, include.
- Details of the assignor and assignee, or the licensor and licensee
- The context and intention of the agreement
- Definitions of general and technical terms to avoid misinterpretations
- A detailed description of the intellectual property being assigned or licensed
- How much will be paid and how it will be paid
- An explanation of why the assignor or licensor has the right to assign or license the intellectual property
- The date on which the agreement will start
- The law under which the agreement will be applicable
- Refer to property that doesn't qualify as intellectual property
- Refer to intellectual property that a third party has some rights to without their permission included in the agreement
How effective is an intellectual property agreement?
Intellectual property agreements are only effective under the law specified in the agreement.
An intellectual property agreement is also only effective for a limited timeframe for certain types of IP. For example, regardless of what the agreement says, under Australian law, a trademark is only owned for ten years unless ownership is renewed with IP Australia.
Do I need a lawyer for an intellectual property agreement?
Intellectual property law is complex. Penalties for breaching intellectual property laws are typically very high. So, you should seek legal advice when assigning or licensing intellectual property.
You should also keep in mind that an intellectual property agreement alone is not always sufficient to make an assignment of intellectual property legally binding.
To assign ownership of certain types of intellectual property in Australia, such as trademarks and patents, you'll need to file an application with IP Australia. An assignment of these types of intellectual property won't be official without IP Australia's lawyers handling the transfer, even if both parties signed an intellectual property agreement.
2019 amendments to The Competition and Consumer Act 2010 (Cth) now prohibits certain transfers of intellectual property that are considered anti-competitive.
Get access to customisable intellectual property agreement templates online
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How do I write an intellectual property agreement?
There are a few free resources online that can help you write your own intellectual property agreement.
Below, we've compiled a list of sites that offer intellectual property agreement template free. Answer a series of questions to generate a bespoke intellectual property agreement that's relevant to your situation.
Then, have a lawyer look over any document produced by these sites to ensure it's suitable for your situation.
Where to get free legal documents and templates like an intellectual property agreement
- IP Australia. IP Australia provides free intellectual property-related legal documents that can be downloaded in multiple formats.
- LawDepot. You can get a LawDepot one-week free trial and get access to their intellectual property agreement template free.
- LawPath. LawPath provides free intellectual property agreement templates. You must be a paying registered user to access them.
- Wonder Legal. Wonder Legal also provides free legal document templates. You choose a template, complete a series of questions and a bespoke agreement is generated for you.
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