IP Assignment Agreement: Transferring Copyright, Trademark and Patent Rights
An IP assignment agreement moves ownership of a copyright, trademark, patent or design from one party to another. Indian law makes it valid only in writing, and each right has its own default rules and recordal step. We draft the deed for your review and handle the registry filing.
What it is
An IP assignment agreement is the signed deed by which the owner of intellectual property (the assignor) transfers it to a buyer (the assignee). Ownership changes hands. A licence is different: it only gives permission to use, and the owner stays the owner. If you want that route instead, see trademark licensing.
There is no single statute. Sections 18 and 19 of the Copyright Act, 1957 govern copyright, Sections 38 and 45 of the Trade Marks Act, 1999 govern trademarks, Sections 68 and 69 of the Patents Act, 1970 govern patents and Section 30 of the Designs Act, 2000 governs designs. Each has its own formality and its own registry.
Who it applies to
Companies buying IP from developers and freelancers
A freelancer who writes your software or designs your logo is usually the first owner until a signed assignment says otherwise. Employees are different, and we cover that in the FAQs.
Founders and brand owners selling or merging
Selling a brand, transferring a patent to a new company or bringing founders’ work into the company all need a deed. Our founders agreement page covers the IP clause at incorporation.
Buyers and investors checking title
Anyone buying a business or funding one will ask who owns the IP and how it was transferred. A clean chain of deeds answers that. See due diligence.
Why it matters
No writing, no transfer
Section 19(1) of the Copyright Act requires an assignment to be in writing and signed by the assignor. Section 68 of the Patents Act and Section 30(3) of the Designs Act insist on writing too.
A silent deed defaults against you
For copyright, if the deed names no period, Section 19 fixes five years. If it names no territory, India. Rights not exercised within one year lapse unless the deed says otherwise.
Recordal protects the buyer
Under Section 45 of the Trade Marks Act, an unrecorded assignment does not bind a third party who acquires a conflicting interest without knowing of it, until the application is filed.
Documents required
About the IP
- Registration or application numbers and certificates
- A schedule describing each work, mark, patent or design, including unregistered ones
- Earlier assignments, employment or contractor agreements showing the chain of title
About the parties
- PAN and identity proof, or incorporation documents
- Board resolution authorising the signatory
- Registered addresses and GST details, if any
For signing and filing
- Stamp paper for the state of execution
- Consideration terms and payment proof
- Witness details and any power of attorney
Each right at a glance
| Right | Writing rule | Recordal |
|---|---|---|
| Copyright | Signed by the assignor; five years and India if the deed is silent | Keep the signed original; registration of the work is optional |
| Trademark | Assignable with or without goodwill (Section 38) | Form TM-P under Section 45: ₹9,000 e-filing for individuals, startups and small enterprises, ₹10,000 for others |
| Patent | Must be in writing (Section 68) | Form 16 under Section 69: ₹1,600 e-filing for natural persons and startups, ₹8,000 for others |
| Design | Must be in writing (Section 30(3)) | Application to the Controller within six months, extendable by up to six |
Clauses that decide the deal
Scope and schedule
Which rights, which works and which versions move. Name them in a schedule, so nothing is left to argue about later.
Term, territory and moral rights
Say “perpetual” and “worldwide” if you mean it. An author’s special rights under Section 57 of the Copyright Act survive assignment, so the deed has to address them.
Warranties, indemnity and further assurance
The assignor confirms they own what they sell. The deed also records who pays if title fails and who signs the registry forms later.
How it works
Trace who owns what today
We read the existing agreements and certificates. Say a Faridabad software startup bought its app from three freelancers: we check each freelancer actually signed an assignment before the company assigns anything onward.
Fix the scope
We settle the rights, term, territory and consideration. Picture a Delhi NCR garment maker selling its brand but keeping its factory: the deed must say whether goodwill moves with the trademark.
Draft the deed
We prepare the agreement and schedule for your review. If a point needs a legal opinion, a practising advocate gives it.
Stamp and sign
We arrange stamp paper as per your state’s rules, and both parties sign before witnesses.
Record it with the registry
We file Form TM-P for a trademark, Form 16 for a patent or the application for a design, and follow the query stage.
Update your records
We note the transfer in your IP register and flag the tax and accounting entries for your CA.
Timelines
Six months for a design
An assignment of a registered design should be put on the register within six months of execution. The Controller can extend that by up to six more.
One year to use copyright
Under Section 19(4), rights not exercised within a year of the assignment lapse unless the deed says otherwise.
Five years if the deed is silent
Section 19(5) gives five years when no period is stated. Here is the catch: a buyer who thinks they bought forever may hold the rights for five years only.
What happens if the deed is weak
An unsigned or oral transfer fails
Without a signed writing, the transfer is not valid for copyright, patents or designs. You would hold nothing you can prove.
An unstamped deed cannot be used
Under Section 35 of the Indian Stamp Act, an unstamped instrument is not admitted in evidence until duty and a penalty of ten times the shortfall are paid.
An unrecorded transfer leaves a gap
A trademark assignment is ineffective against an unaware third party until the Section 45 application is filed. For designs, an unrecorded document is not admissible on title.
Frequently asked questions
How is an IP assignment different from a licence?
An assignment transfers ownership, and a licence only permits use while the owner keeps the right. Pick assignment when you are buying or selling the asset, and a licence when you want to share it. Tell us the deal and we will say which document fits.
Does an IP assignment have to be registered?
It depends on the right. A trademark assignment is recorded by filing Form TM-P under Section 45. A patent assignment is recorded by Form 16 under Section 69, and a design assignment by an application to the Controller. Copyright assignments need no mandatory recordal, though a signed and stamped original is essential. We prepare whichever filing applies.
What if the deed does not state a term or territory?
For copyright, Section 19 treats a missing period as five years and a missing territory as India. Unused rights also lapse after one year unless the deed provides otherwise. That is why we write the term, territory and use obligations in plain words. A buyer who wants perpetual worldwide rights must say so.
Can a trademark be sold without the business?
Yes. Section 38 of the Trade Marks Act makes a registered trademark assignable and transmissible with or without the goodwill of the business. The deed should state which route you chose, and the goods or services covered.
Who owns IP made by an employee or a freelancer?
For work made under a contract of service, the employer is generally the first owner of the copyright under Section 17(c), unless the contract says otherwise. A freelancer or outside agency is the first owner until a signed assignment transfers the rights. Review your employment agreement and vendor contracts early.
What does recordal cost at the registry?
Form TM-P costs ₹9,000 for e-filing by individuals, startups and small enterprises, and ₹10,000 for others. Form 16 for a patent costs ₹1,600 for natural persons and startups, and ₹8,000 for others. Stamp duty on the deed is separate and depends on the state. We give you a total before you commit.
Is stamp duty payable on an assignment deed?
Yes, at the rate your state sets for such instruments. An unstamped deed is not admitted in evidence under Section 35 of the Indian Stamp Act until duty plus ten times the deficiency is paid. We check the rate for your state and arrange e-stamping before signing, so the deed holds up later.
Does Taxhint give legal advice on the deed?
We draft the agreement for your review, coordinate signing and handle the registry filings. Where a point needs a legal opinion, or if a dispute arises, a practising advocate handles it and we work alongside. We do not guarantee outcomes of registry or court proceedings.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government charges we can state: Form TM-P ₹9,000 (individuals, startups, small enterprises) or ₹10,000 (others); Form 16 for patents ₹1,600 (natural persons, startups) or ₹8,000 (others), both for e-filing. Stamp duty varies by state, and we confirm it before you sign.
Ready to begin?
Send us the list of IP and the deal terms, and we will tell you which IP assignment agreement and filings you need.