Quitclaim Intellectual Property Assignment Agreement
(Asset Purchase)

Summary

This template is a Quitclaim Intellectual Property (IP) Assignment Agreement that may be used in connection with an asset purchase agreement. It provides a starting point for drafting a quitclaim assignment of IP and should be tailored to the specific facts and circumstances of the proposed arrangement. This template contains practical guidance, drafting notes, and alternate clauses. The template does not contain any representations, warranties, guarantees, or any other assurances from the seller regarding the ownership, validity, or enforceability of the seller's right, title, or interest in the IP. It also does not provide for any rights of the seller to retain an interest in or use the transferred IP. If the seller intends to continue to use the IP after consummation of the asset purchase, the parties can either negotiate for joint ownership or, more commonly, licensing of the IP. Various forms of IP may be assigned, including trademarks (registered and unregistered), copyrights (registered and unregistered), patents, unpatented inventions and designs, trade secrets, and domain names. An assignment is the legal transfer of ownership in and to the IP from the owner to a second party. The seller (as an assignor) typically assigns all right, title, and interest in and to the IP to the buyer (as an assignee), and the assignee assumes all the assignor's rights, obligations, and privileges in same. For guidance on assignments, see Assignments of Copyrights, Assignments of Trademarks, Assigning Patents, and Registration, Renewal, and Transfer of Domain Names. If the quitclaim assignment of IP includes patents or trademarks registered with the U.S. Patent and Trademark Office or copyrights registered with the U.S. Copyright Office, record the assignment with the relevant office.