Assigning Intellectual Property

So you got together with a bunch of other people and built a really cool new application which you think you can build a business around. One person had a keen eye for design and created a great user interface. Another person could write amazing code. And you were the one who came up with the idea in the first place.

All of that stuff: code, design, idea, information, content, etc… You know what that is? It’s intellectual property. And one thing’s for sure, if you’re going to start a new company and make a go of it, you need to assign the IP to the corporation once it’s incorporated. As it stands now, if you have not assigned the IP, your company doesn’t own the code, the design or the idea behind it all.

If the corporation doesn’t own the IP, then it does not own the most fundamental asset behind the business you want to build. Investors don’t invest in empty companies. They invest in companies with assets (i.e., IP) and smart teams who can build the business.

Assigning IP is not a complicated process – a simple contract between each founder and the company immediately following the time of incorporation is all that you need.

And if ever you have more IP developed by third party contractors or employees, you’ll want something similar from them to make sure that each has assigned all of the IP they’ve developed for the company, to the company.

These IP assignment agreements are frequently coupled with some confidentiality obligations, and a waiver of moral rights. They aren’t expensive to prepare (heck, some law firms (like mine) give them away for free to small companies). And for goodness sake, don’t just grab something off the internet you found somewhere and think that it will work for you. Laws vary from jurisdiction to jurisdiction, and accordingly, agreements relating to intellectual property may not work in one place even though they work just fine in another. Call you lawyer and get it done right.

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