AI Generated British Intellectual Property Assignment Agreement
PDF & Word - 2026 Updated

The Assignor a freelance software developer created a custom mobile application for the Assignee a technology startup based in London.

As part of their service agreement the Assignor now intends to fully transfer ownership of all intellectual property rights in the application including source code designs algorithms documentation and all related materials to the Assignee to enable the company to commercialise and further develop the product without restrictions.

In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise.

This Agreement shall be interpreted in accordance with the laws of England and Wales including the Copyright Designs and Patents Act 1988 the Patents Act 1977 the Trade Marks Act 1994 and the Data Protection Act 2018.

Headings are included for convenience only and shall not affect the interpretation of this Agreement.

Words importing the singular include the plural and vice versa.

Words importing one gender shall include all genders.

The Assignor hereby assigns to the Assignee with full title guarantee and with effect from 2023-05-15 (the Effective Date) all right title and interest in and to the Assigned Rights (which for the avoidance of doubt includes all copyrights database rights design rights know-how trade secrets and any other Intellectual Property Rights in the mobile application described in the Schedule together with all moral rights to the extent waivable).

The assignment is absolute and includes all past present and future rights in the Assigned Rights on a worldwide basis for the full term of protection.

The Assigned Rights are not registered with any relevant authority.

To the extent that any moral rights in the Assigned Rights are not capable of assignment under the Copyright Designs and Patents Act 1988 the Assignor hereby irrevocably and unconditionally waives all such moral rights in favour of the Assignee its successors in title and licensees.

The Assignor shall procure that all employees consultants and contractors involved in the creation of the Assigned Rights have also waived their moral rights in favour of the Assignee.

The Assignor assigns to the Assignee all right title and interest in the Assigned Rights on a worldwide basis for the full term of protection including any extensions or renewals.

The assignment includes all future rights title and interest in any modifications improvements or derivative works created after the Effective Date to the extent they relate to the Assigned Rights.

In consideration of the assignment of the Assigned Rights the Assignee shall pay to the Assignor the sum of \£10 (ten pounds) (the Consideration) on the date of this Agreement.

The Consideration is exclusive of any applicable VAT which shall be payable by the Assignee in addition if applicable. Each party shall be responsible for its own taxes (including any stamp duty or other transfer taxes) arising in connection with this Agreement.

The Assignor represents and warrants to the Assignee that the Assignor is the sole and full owner of the Assigned Rights with no shared ownership.

The Assignor represents and warrants to the Assignee that the Assigned Rights are free from any liens encumbrances or security interests.

The Assignor represents and warrants to the Assignee that the Assignor has the full right and authority to assign the Assigned Rights to the Assignee and to waive any moral rights.

The Assignor represents and warrants to the Assignee that the Assigned Rights do not infringe any third-party rights including intellectual property rights or obligations of confidentiality.

The Assigned Rights are original works created by the Assignor and do not incorporate any third-party materials without the necessary permissions or licences.

The Assignor has not granted any prior licences assignments or other rights in respect of the Assigned Rights and there are no existing licences or encumbrances.

There are no known claims disputes or threatened actions regarding the Assigned Rights.

The Assignor represents and warrants to the Assignee that the Assigned Rights have been developed and used in compliance with all applicable laws and regulations of England and Wales including the Copyright Designs and Patents Act 1988 the Patents Act 1977 the Trade Marks Act 1994 and all open source licences (if any) applicable to the Assigned Rights.

The Assignor has at all times complied with the UK GDPR and Data Protection Act 2018 in relation to any personal data processed in the development or use of the Assigned Rights.

The Assignor shall at the request of the Assignee and at the Assignee's cost execute all such further documents and take all such further steps as may be necessary to perfect the assignment of the Assigned Rights to the Assignee including assisting with any registrations where applicable and procuring waivers of moral rights from third parties if required.

Each party shall keep the other party's Confidential Information confidential and shall not disclose it to any third party except as permitted under this Agreement.

Neither party shall use the other's Confidential Information except for the purposes of this Agreement or in connection with the Assigned Rights after the assignment.

A party may disclose the other party's Confidential Information if required by law or to its professional advisors provided that the advisors are bound by equivalent confidentiality obligations.

The obligations of confidentiality under this Agreement shall last for a period of 5 years from the date of this Agreement except in respect of trade secrets which shall continue for so long as the information remains a trade secret.

Upon request by the other party the relevant party shall return or destroy all Confidential Information in its possession except to the extent it relates to the Assigned Rights which shall belong to the Assignee.

The parties agree that damages may not be an adequate remedy for breach of this clause and that either party shall be entitled to seek injunctive relief.

The Assignor shall indemnify the Assignee against all direct losses damages costs and expenses (including reasonable legal fees) arising from any breach of the Assignor's representations warranties or obligations under this Agreement provided that such liability shall be limited to \£50000 in aggregate and shall not include indirect or consequential losses.

The Assignee shall notify the Assignor of any claim for indemnification as soon as reasonably practicable and in any event within 30 business days of becoming aware of it.

The Assignor shall have the right to control the defence and settlement of any claim for which it provides indemnification provided that it shall not settle any claim without the Assignee's prior written consent (not to be unreasonably withheld).

No claim under the indemnities in this clause may be brought more than 2 years after the date of this Agreement.

This Agreement shall commence on the date hereof and shall continue in full force and effect until terminated in accordance with this clause.

Either party may terminate this Agreement immediately by notice in writing if the other party is in material breach of any of its obligations under this Agreement and (if the breach is capable of remedy) fails to remedy the breach within 14 days of notice of the breach.

Termination of this Agreement shall not affect the assignment of the Assigned Rights which shall remain in full force and effect or any other accrued rights or remedies.

The Assignor shall not during the period of 12 months after the date of this Agreement directly or indirectly solicit or attempt to solicit the business or custom of any customer or client of the Assignee or any employee of the Assignee.

The Assignor confirms that it maintains adequate professional indemnity insurance to cover any potential liabilities under this Agreement and shall provide evidence of such insurance to the Assignee upon request.

Each party shall bear its own costs and expenses incurred in connection with the negotiation preparation and execution of this Agreement.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.