- Practical Law
Deed of assignment
Understanding a deed of assignment for intellectual property
A deed of transfer is used to change the ownership of intellectual property, a common occurrence in business. Explore how and when to use one.
updated September 1, 2023 · 3min read
Understanding intellectual property in buusiness
How to transfer intellectual property rights in business, what to include in a deed of assignment, registering new ownership, restrictions on intellectual property transfers.
Most companies have intellectual property as part of their assets, including software, product design, or copyright to white papers. Buying or selling such property is done using a document called a deed of assignment.
A large part of what a business consists of may be tied to intellectual property . It's easy to see physical property a company owns, such as a building, office furniture, or inventory, but intellectual property can be more challenging to identify.
Most businesses have intellectual property, or works created by human minds or, in some cases, by computers. Some examples of intellectual property include architectural drawings, ad campaigns, company or product names, inventions, and source code.
Examples of when transfers of intellectual property might happen include when a company is buying another company, when you are setting up an LLC and want to transfer your intellectual property into the company, or when a business buys product rights from another company or individual.
A deed of assignment can be done in one transaction, instead of one transaction for each item of intellectual property, by transferring all ownership rights of all intellectual property detailed in the deed. The document is signed by both the buyer and seller. No payment is required for it to be valid.
A deed of assignment must be in writing and should include:
- The names and addresses of the assignor and assignee
- A description of the program or product for which the rights are being transferred
- A statement that all intellectual property rights to the property are being transferred
- Signatures of the parties and the date of the agreement execution
The deed could also include the following sections, where applicable:
- Consideration, or payment, to be made to the original owner.
- Warranties, or promises that the intellectual property rights being assigned don't infringe on anyone else's intellectual property rights . For example, in a deed regarding the transfer of a copyright, this section could state that the copyrighted work is original and not owned by someone else.
- Indemnification, or promise by the seller to reimburse the assignee if there is some problem with title to the property.
- Future assignments. For example, the agreement could be ongoing, so that anything the assignor creates in the future for this product or program is also transferred to the buyer.
Although a deed of assignment transfers ownership in intellectual property, it does not change the registration of the ownership. The assignee is responsible for handling all registration requirements.
For example, if a patent is transferred via a deed of assignment, the new owner must record the change in ownership with the U.S. Patent and Trademark Office. Similarly, the transfer of a copyright is recorded with the U.S. Copyright Office.
Transfers of intellectual property must comply with U.S. laws. One obvious caveat is that you can't transfer property you don't own. Transfers must also comply with antitrust laws, which are set up to prevent one company from completely dominating an industry.
If intellectual property rights are being transferred overseas, the transfer must comply with Export Administration Regulations and the International Traffic in Arms Regulations , which are designed to protect national security and trade.
The deed of assignment can be a crucial part of a business deal or transaction. You can create a deed of assignment yourself, or you can work with an attorney .
by Brette Sember, J.D.
Brette Sember, J.D., practiced law in New York, including divorce, mediation, family law, adoption, probate and estat...
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Nigeria: Importance & Purpose Of Deed Of Assignment In Nigeria
A Deed of Assignment is an important legal land document that records a sale of land and transfers interest and title in real property from one party to another starting from the commencement date stipulated in the document. It is a document usually demanded by the buyer of the real property at the conclusion of a property transaction and for it to be valid and binding on parties to the transaction; it must contain certain information. A deed of assignment is considered a must for the transaction of ownership in land.
The main purpose of a deed of assignment is to transfer an interest or assign the title of property from the seller (an assignor) to a new buyer called (the Assignee). For a deed of assignment to fit the above purpose, it must contain certain details or particulars that will be briefly discussed below:
- Particulars of the parties to the transaction (names, address, status).
- Date of transfer of ownership of the property from the vendor to the purchaser.
- Nature of assignor's (vendors) title.
- The full description/particulars of the property with fittings & fixtures where applicable.
- History of the property being transferred from the first time it was acquired to the current time of sale, including documents it previously had to date.
- Details of a verifiable document that the property possesses.
- The consideration paid in respect of the property transaction (purchase price) and the willingness of the vendor to accept the price paid for the property.
- The nature of the transaction and the capacity of the assignor (vendor).
- Covenants both parties to the transaction undertake to fulfil.
- Signature of the parties and that of the witnesses to the transaction.
- Survey plan.
- Details of the Legal practitioner who prepared the deed.
- Section for the Governor's consent to be signed and verified.
The importance of a deed of assignment cannot be overemphasized, as it is a formal contract duly entered and executed between two parties to a real property transaction, to transfer all the unexpired residue of land to the other party. It contains not only the basic requirements but goes further to include detailed terms of what the parties to the transaction have agreed upon.
It is important that a deed of assignment is drafted by a property lawyer, to ensure that the best interests of the parties to the transaction are duly represented. The deed of assignment is usually drafted by the assignee's legal practitioner and given to the assignor (vendor) for vetting and execution. Where the property falls within an estate, the assignor's legal practitioner may prepare the deed for the assignee's lawyer to review.
Another great importance of a deed of assignment is that it serves as a valid root of title to the land. It acts as valid evidence of transfer, especially where there is a contention as to the validity of the land or where a third party tries to claim ownership of the same land.
It is also important that when the deed of assignment has been exchanged between the parties to the transaction, it is recorded or registered with the appropriate land registry where the land is situated for perfection purposes. Perfection comes at the post-completion stage which involves obtaining the governor's consent, stamping of the deed of assignment, and finally, registration of the document to show legal proof that the property has exchanged hands and also to create public awareness that the property belongs to a new owner.
A deed of assignment is important in any land transaction because it acts as the main document between the vendor and the purchaser to show that all negotiations, investigations, and other necessary due diligence have been done; the purchase price has been paid; other necessary conditions have been fulfilled by the parties to the transaction and the vendor has transferred all his rights in the property to the purchaser.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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Different Types of Deeds of Assignment
Home > Uncategorized > Different Types of Deeds of Assignment
- April 19, 2023
When parties enter into a contract, it is common for them to agree to assign their rights and obligations to another party. This is where a deed of assignment comes in. It is a legal document that transfers one party's rights and obligations to another party. However, there are different types of deeds of assignment, and each type has a specific purpose. In this article, we will discuss the most common types of deeds of assignment and help you choose the appropriate one for your needs. So, whether you're a business owner, a contractor, or a homeowner, read on to learn about the different types of deeds of assignment.
Table of Contents
Common types of deeds of assignment, absolute assignment.
An absolute assignment is a transfer of ownership rights and benefits from one party to another. It is often used to transfer payment rights for work done from the contractor to the sub-contractor.
Conditional assignment, collateral assignment.
A collateral assignment is a transfer of ownership of a property or asset as collateral for a debt or obligation. In construction, it is common to secure payment for a project using property or other assets as collateral.
These types of deeds of assignment have specific legal implications and requirements, which is why it is important to seek professional advice before entering into any agreement. By choosing the right type of deed of assignment, the construction industry can protect its interests and ensure that their rights are upheld.
Featured Content: What is a Deed of Assignment?
Choosing the right type of assignment, factors to consider.
- The purpose of the assignment: Is it to transfer ownership or simply to transfer rights to receive payment?
- The nature of the assignment: Is it absolute, partial, conditional, or collateral?
- The type of contract being assigned: Is it a simple contract or a complex one with multiple parties and obligations?
- The risks involved: Are there any potential liabilities or uncertainties associated with the assignment?
Related Content: Benefits of a Deed of Assignment
Given the complexity of contract law and the importance of getting it right, it’s recommended to seek the assistance of a legal professional when choosing and drafting a deed of assignment. A construction lawyer or solicitor can help ensure that the assignment is legally binding and properly executed, minimising the risk of disputes or legal challenges down the line.
Related Content: Step-by-Step Guide to Drafting Deed of Assignment
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