IP Assignment Agreement Prompt

Drafting IP assignment agreements for founders assigning IP to their company, contractors transferring work product, or acquisitions. Critical for ensuring clean chain of title.

Draft an Intellectual Property Assignment Agreement for the following situation:

**Assignor (transferring IP):** [Individual/Entity name and description]
**Assignee (receiving IP):** [Company name]
**Relationship:** [e.g., Founder assigning to startup, Contractor assigning work product, Employee assignment, Acquisition]
**IP Being Assigned:** [Describe the IP: software code, inventions, trade secrets, copyrights, trademarks, domain names, etc.]
**Consideration:** [e.g., $1 and other good and valuable consideration, equity grant, purchase price]
**Governing Law:** [State]

Draft an IP assignment agreement that includes:
1. Comprehensive definition of Assigned IP (including future improvements)
2. Present tense assignment language ("hereby assigns")
3. Representations and warranties from the assignor (ownership, no liens, no prior assignments)
4. Cooperation clause (assignor will assist with patent applications, registrations)
5. Work made for hire backup provision
6. Moral rights waiver (where applicable)
7. Power of attorney provision
8. Governing law and general provisions

For founder IP assignments: include assignment of all prior IP related to the company's business.
For contractor assignments: include clear scope of "work product" and carve-out for pre-existing tools.

Expected Output

A complete IP assignment agreement with present-tense assignment language, representations, cooperation obligations, and general provisions. Typically 1,000-2,000 words.

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