What is an IP assignment agreement and when does my Ontario business need one?
An IP assignment agreement is a contract that transfers ownership of intellectual property — copyright, trademark rights, or an invention — from the person or business that created it to another party, typically your company. It matters most whenever someone outside a standard employment relationship creates something valuable for you: a freelance developer building your software, an agency designing your branding, a co-founder who built an early prototype before incorporation, or a contractor developing a process later worth patenting.
Without a signed assignment, ownership can default to the creator rather than to your business even though you paid for the work, which becomes a serious problem during financing, a sale, or a partner dispute when buyers or courts scrutinize who actually owns what. A good assignment agreement identifies the specific IP being transferred, confirms the transfer is immediate, and addresses moral rights separately. Founders are often surprised to learn that pre-incorporation work they personally did is not automatically owned by the corporation once it is formed — that also needs an assignment, and getting it in place early is far cheaper than untangling it later.
Key takeaways
- An IP assignment transfers ownership of copyright, patent, or trademark rights to your business.
- It is needed for contractors, agencies, and even founders' pre-incorporation work.
- Ownership does not default to the payer — it defaults to the creator absent a written assignment.
- Missing assignments are a common problem uncovered during financing or a sale.