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About assignments of intellectual property, assignment of intellectual property faqs, assignment of intellectual property checklist, what is an assignment of intellectual property.

Assignments of Intellectual Property are used to transfer (ie assign) ownership of  intellectual property rights (IPRs)  (eg trade marks or copyrights ) from one party to another. An Assignment of Intellectual Property agreement facilitates an outright transfer of the owner's rights, titles and interests in the particular intellectual property (IP).

When should I use an Assignment of Intellectual Property?

Use this Assignment of Intellectual Property:

to transfer ownership of intellectual property from the current owner (ie the ' assignor ') to a new party (ie the ' assignee ')

to transfer intellectual property rights, including trade marks , copyrights , design rights , and patents

for IP that is registered in the UK or unregistered IP that’s used in the UK

for transfers between parties based in the UK only

Sample Assignment of Intellectual Property

The terms in your document will update based on the information you provide, assignment of intellectual property.

This assignment is made on the date of the last signature below between:

•   (the  Assignor )
•  (the  Assignee ).
• The Assignor owns the Intellectual Property Rights in the Assigned Rights (as defined below).
• The Assignor has agreed to assign to the Assignee the Assigned Rights on the terms in this Agreement.

Interpretation

• all singular words include plural ones and vice versa;
• all references to paragraphs, schedules or appendices are to the ones in the Agreement;
• all references to a person include firms, companies, government entities, trusts and partnerships;
• the term "including" does not exclude anything not listed;
• all references to statutory provisions include any changes to those provisions;
• the headings are not part of the Agreement.
• In consideration of the sum of £ , receipt of which the Assignor now acknowledges, the Assignor hereby irrevocably assigns to the Assignee.
• The Assigned Rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals.
• The rights assigned to the Assignee under paragraph 3 above include the right to bring proceedings in respect of, and recover any damages or benefit from any other remedies in respect of, any infringement of the Assigned Rights whether occurring before, during or after the date of this Agreement.
• it has the legal right and authority to enter into and perform its obligations under this Agreement;
• All of the parties' liabilities and obligations relating to this Agreement are expressly contained in it. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement are implied into this Agreement or any related contract.

Further Assurance

• enable the Assignee to exercise and enjoy its rights under this Agreement;
• vest in the Assignee the rights specified in paragraph 3; and
• if applicable, register the Assignee's title in those rights with the relevant intellectual property office or registry.
• This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the subject matter of this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
• The Assignor may not assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the Assignee.
• No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties.
• The  Contracts (Rights of Third Parties) Act 1999  does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
• Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
• A provision which, by its intent or terms, is meant to survive the termination of the Agreement will do so.
• If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
• Unless specifically provided by the parties, nothing in the Agreement will establish any partnership or joint venture between the parties, or mean that one party becomes the agent of the other party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of the other party.
• sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and, where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
• delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
• sent by fax will be deemed to have been received on the next Working Day after transmission;
• sent by email will be deemed to have been received on receipt of confirmation of receipt from the recipient.

Confidentiality

• where required by law, court order or any governmental or regulatory body;
• to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
• where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, representatives or advisers);
• where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or.
• where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.

Governing Law and Jurisdiction

• This Agreement shall be governed by and interpreted according to the law of  England and Wales  and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the  English and Welsh  courts.

The parties have signed this Agreement the date(s) below:

The Schedule

Learn more about making your Assignment of Intellectual Property

How to make an assignment of intellectual property.

Making your Assignment of Intellectual Property online is simple. Just answer a few questions and Rocket Lawyer will build your document for you. When you have all the information about the IP and the transaction prepared in advance, creating your document is a quick and easy process. 

You’ll need the following information: 

The assignor and the assignee

What is the assignor’s name, address, and legal structure ? If it’s a company , what’s its company number? 

Who is the assignor’s signatory, if it’s a company or a partnership ? This is the person who will sign the Assignment on the company’s or partnership’s behalf. 

What is the assignee’s name, address, and legal structure ? If it’s a company , what’s its company number? 

Who is the assignee’s signatory, if it’s a company or a partnership ? This is the person who will sign the Assignment on the company’s or partnership’s behalf. 

Types of intellectual property rights

Are you transferring any registered IP ?

Are you transferring any unregistered IP ?

Are you transferring any copyrights ?

If so, will the assignor surrender their moral rights in the relevant work(s)?

Excluded IPRs

Do you want to specify any IPRs that will not be included in (ie transferred under) this Assignment agreement? If so:

Do you want to specifically exclude registered IPRs, unregistered IPRs, or both? 

Identifying the intellectual property rights to be transferred

Which registered IPRs are being assigned using this agreement? Include registration numbers. 

Which works and/or materials in which unregistered IPRs exist are being transferred? These must be well-defined and can be supported by drawings or similar.

Which registered IPRs are being specifically excluded from this Assignment? Include registration numbers.

Which works and/or materials in which unregistered IPRs exist are being specifically excluded from this Assignment? These must be well-defined and can be supported by drawings or similar.

The Assignment

What is the price being paid in exchange for the IP being transferred?

Are the IPRs being transferred with full title guarantee (ie the assignor has full knowledge of all of the rights being transferred and they guarantee that they have the authority to sell them, they are not subject to any financial charges, and there are no undisclosed rights over them)?

If the assignor or assignee is based in Scotland, will the Assignment agreement be governed by the laws of England and Wales or the laws of Scotland?

Does the assignor promise that they have not already licensed or assigned any of the rights being transferred under this Assignment?

Does the assignor promise that any relevant IPR registrations have been maintained and relevant fees paid?

Does the assignor promise that they’re aware of any infringements or likely infringements of any of the relevant IPRs?

Does the assignor promise that all of the IPRs are valid and there have been no legal claims against them?

Does the assignor promise that exploiting (ie using) the IPRs will not infringe on any other parties’ rights ?

Does the assignor promise that the assignee may use the rights without interference from them, the assignor?

Assistance and indemnity

Does the assignor promise to provide reasonable assistance to the assignee if any legal proceedings arise in connection with the transferred IPRs?

If so, will the assignee or assignor bear the costs of this assistance?

Is the assignor providing an indemnity to the assignee, promising to reimburse them for costs arising out of any breaches by the assignor of the warranties contained in this Assignment agreement?

Common terms in an Assignment of Intellectual Property

Assignments of Intellectual Property set out the terms of a transfer of ownership of IP. To do this, this Assignment of Intellectual Property template includes sections headed:

This assignment is made on the last date of signature below between…

The agreement starts by clearly identifying the assignor (ie the party selling the relevant IPRs) and the assignee (ie the party purchasing the relevant IPRs), who will be the parties to this transaction. 

This section sets out the key purposes of the Assignment by stating that the assignor owns the relevant IP and that they agree to assign (ie transfer ownership of) it to the assignee on the terms of this agreement.  

Meanings 

This definition table assigns specific meanings to key terms used throughout the Assignment. When these terms (eg ‘Assigned Rights’ or ‘Intellectual Property Rights’) are used capitalised throughout the Assignment, they carry the meaning they’re given in this table.

This section starts by setting out the transfer being made under this Assignment: the assignor is assigning certain rights in IP to the assignor, either with full title guarantee or not, in exchange for payment of a specified sum.

It clarifies that the assignment is for the whole term of the rights (ie this is not a licence to use IP for a defined period of time). Lastly, it clarifies that the assignee’s ownership of the IPRs will include the rights to, for example, bring legal proceedings in respect of any future breaches of these IPRs.

Moral rights

If you’ve indicated that the assignor will waive their moral rights in any copyrights transferred under this Assignment, this waiver will be set out here. This section will also assert that all other moral rights in the applicable works have been waived (eg co-authors’ moral rights).   

The promises that the assignor is making to the assignee under the Assignment are set out here. 

This section will always include a warranty that the assignor has the legal right to enter into this agreement and to perform its obligations under it (eg because they have a right to the relevant IP). It will also contain any other warranties you’ve chosen to include. For example, that the assignor has not previously licensed or assigned any of the relevant IPRs or that as far as they are aware use of the IPRs will not infringe on any other party’s rights. 

Finally, this section notes that the terms contained in the Assignment agreement are all of the terms of the Assignment, as far as permitted by law (eg neither party should later argue that they agreed on additional warranties verbally).

Further assurance 

The assignor makes additional promises related to the Assignment in this section. For example, that they will do anything necessary (eg execute documents) to enable the assignee to enjoy their rights under this agreement (eg to enable them to use the IP).

If you’ve indicated that the assignor promises to assist the assignee if any legal disputes arise relevant to the IPRs, this promise is set out here, along with an identification of who will pay any associated costs.

Indemnity 

If the assignor is indemnifying the assignee against any of the assignor’s breaches of the warranties provided in the Assignment, this indemnity will be set out here.

This section deals with various other points of law that govern how this Assignment agreement operates. For example:

stating that this agreement is the entire agreement, ie the Assignment contains all of the agreement between the assignor and the assignee (ie there are no additional terms). This helps avoid confusion if, for instance, other terms were in contemplation during negotiations 

restricting how the assignor can deal with the agreement (eg preventing them from assigning their burdens under the agreement to others) 

requiring that any variations to the agreement must be made in writing

excluding the Contracts (Rights of Third Parties) Act 1999 or the Contract (Third Party Rights) (Scotland) Act 2017 . This essentially means that third parties (ie not the assignor or the assignee) that would otherwise be able to enforce obligations under this agreement under the Act cannot do so

setting out how any notices or other similar communications that must be given under the Assignment should be delivered

clarifying that the Assignment does not create a partnership , a joint venture , or an agency relationship between the assignor and assignee

This section sets out obligations on both parties related to confidential information . Both parties promise, under the Assignment, to only use each other’s confidential information as necessary to perform their obligations under the Assignment. Further, they promise that they will not disclose it except in certain situations (eg if required by law or if the information has already become generally available to the public).

Governing law and jurisdiction

This section sets out which country’s legal system must be used to resolve any disputes (ie the agreement’s ‘ jurisdiction ’). This is necessary as the legal systems of England and Wales and of Scotland are different.

The parties have signed this agreement on the date(s) below…   

The Assignment provides space here for the parties to sign and date the agreement, to make it legally binding. 

The Assignment’s Schedule contains details of all IPRs that are being transferred under the Assignment. 

If both registered and unregistered rights are being transferred, these are set out in separate sections. Unregistered rights are set out as descriptions of the works that give rise to them (eg copyrighted works).

If you’re specifying certain IPRs that aren’t being included in the Assignment, these will also be set out in the Schedule. Again, if registered and unregistered rights are being excluded, these will be set out separately.

If you want your Assignment of Intellectual Property to include further or more detailed provisions, you can edit your document. However, if you do this, you may want a lawyer to review the document for you (or to make the changes for you) to make sure that your modified Assignment of Intellectual Property complies with all relevant laws and meets your specific needs. Use Rocket Lawyer’s Ask a lawyer service for assistance.

Legal tips for assignors and assignees

Make sure you clearly identify all relevant IPRs

Registered IP is easy to identify. For example, you can provide a trade mark registration number to clearly identify a registered trade mark. Unregistered IP can be harder to clearly define and identify. Therefore, it’s important that you describe any unregistered IP you’re transferring (eg copyrights or design rights) under the Assignment very precisely. You should provide precise written descriptions that include all relevant details and, where necessary, you should provide clear supporting documents (eg drawings or examples of the works or products that contain the relevant IPR). 

Ensuring IPRs can be clearly identified prevents disputes from arising down the line if, for example, the parties realise that they disagree over exactly which IP has been assigned using your Assignment of Intellectual Property.

Register your IP to protect it

Unregistered IP is often protected under UK IP law. However, registered IP usually receives greater legal protection and, because IPRs must be clearly identified in order to register them, disputes involving them are less likely to involve complicated arguments about exactly what constitutes a particular IPR. 

Therefore, if you own unregistered IP that’s capable of being registered, consider registering it (eg before assigning it or after receiving it via assignment). For more information, read How to register a trade mark , Design rights , and Patents . You can use our Trade mark registration service for assistance.   

Understand when to seek advice from a lawyer

In some circumstances, it’s good practice to Ask a lawyer for advice to ensure that you’re complying with the law and that you are well protected from risks. You should consider asking for advice if: 

the assignor or assignee is based outside England, Wales, and Scotland

you need to register an Assignment of registered intellectual property rights with the appropriate authorities

What is included in an Assignment of Intellectual Property?

This Assignment of Intellectual Property template covers:

the IPRs being assigned (these can be registered, unregistered or a combination of both)

whether or not the assignor is providing a full title guarantee

the price paid for the IPRs

warranties regarding the IPRs

excluded rights (optional)

how the assignor will assist with any relevant future legal claims (optional)

an indemnity provided by the assignor (optional)

Why do I need an Assignment of Intellectual Property?

In the UK, assignments (ie transfers of ownership) of various types of IP must be made in writing . The transfer document should show a clear intention by the assignor to transfer the IPRs to the assignee.

Attempts to assign IPRs without complying with the formal requirements will not transfer the legal title to the assets, meaning that ownership will not transfer correctly. Therefore, if you want to transfer your ownership of intellectual property, you’ll need an appropriate Assignment of Intellectual Property document.

What intellectual property rights can be transferred?

Most IPRs can be transferred, including patents , trade marks , copyrights , and design rights .

Rights in passing off and confidential information are not property rights and can't be assigned in the same way. However, in some situations, an assignor may be required to disclose confidential documents as part of an IPR transfer.

Who owns the rights to intellectual property?

Usually, the person who created a particular piece of IP is its owner. However, there are certain situations in which this doesn't apply. For example:

when IPRs are created in the course of employment , as part of an employee's job, these IPRs are presumed to be owned by the employer (ie they will be owned by the employer unless a formal document, eg an Employment contract , states otherwise)

when the person named on a register (eg the UK trade mark register ) as the owner of the IPR isn’t its creator

Remember that it’s the owner of an IPR that can assign that IPR, regardless of whether or not they are also its original creator.

What are moral rights?

Some IPRs generate moral value in addition to any economic value that is made from the IPRs’ exploitation (ie use). 

Moral rights protect these non-economic interests in a copyright . They are only available for literary, dramatic, musical and artistic works, and film. Moral rights include the rights to: 

be recognised as the author of the work (ie attribution )

not have the work altered or adapted in a way that would prejudice the original author’s reputation (ie derogatory treatment of the work)

Moral rights can't be sold or transferred. However, the owner can agree to waive these rights .

For more information, read Moral rights for copyright .

What are the warranties in this Assignment of Intellectual Property agreement?

Warranties are statements of fact or promises that one party to an agreement gives to the other, as part of the agreement. By providing warranties in the Assignment of Intellectual Property, the assignor is assuring the assignee that certain conditions are true. For example, that the assignor is the sole owner of all of the rights, titles, and interests in the IPRs covered by the Assignment. If this statement of fact turns out to be untrue, the assignee is able to seek damages (ie compensation) from the assignor as this will be a breach of the Assignment agreement.

What are the indemnities in the Assignment of Intellectual Property agreement?

An indemnity is a promise by one party of a contract to another, in which they promise to compensate that party for (ie indemnify them against) any future losses or any legal risks that arise due to certain specified conduct by the indemnifying party. 

For example, this Assignment document contains an indemnity to the effect that, if it turns out that the IPRs transferred infringe on a third party’s rights and the third party decides to bring a legal action, the assignor will reimburse the assignee for any legal expenses they incur in defending or settling the claim. The assignee could pursue legal claims for breaches of the Assignment’s warranties regardless of whether the assignor provided an indemnity, but having the indemnity in place would make it easier for them to obtain compensation.

Does this Assignment of Intellectual Property work internationally?

This Assignment of Intellectual Property is governed by the laws of England and Wales or the laws of Scotland. It does not guarantee or assign any intellectual property rights overseas (eg in the EU).

How long does the Assignment of Intellectual Property agreement last?

The Assignment can last indefinitely, as its purpose is to transfer ownership of the IPRs to the assignee (ie not simply to provide a temporary licence for their use).

How do I know whether I own the IPRs after the Assignment agreement is signed?

To make sure that the assignee becomes the new legal owner of the IPRs, it may be necessary to register the rights with the UK Intellectual Property Office (UKIPO) . It’s important to make sure that the assignee's name is on any registered documents and to complete any necessary registrations. For more information, read Reaching an agreement - intellectual property infringement .

What if I only want to assign partial rights to the assignee?

It is possible to only assign partial rights in intellectual property. For example, you may assign the right to use a copyright for one purpose but not the right to use it for another purpose. 

You can specify what rights you want to assign in this Assignment agreement. For example, if you wrote and own the copyright to a novel, you may assign the rights to make a film based on the novel but retain the rights to publish the novel as a book.

What should be included in the Schedule?

The Schedule to this agreement should clearly set out details of what is being transferred as part of the Assignment (eg the specific IPRs and/or works in which rights exist). It is important to be concise and to state precisely what IPRs are being transferred. You should use registration numbers where possible and attach any samples, drawings, or other materials that reference the works.

What is the difference between an Assignment of IP and an IP licence?

An Assignment of Intellectual Property transfers the full ownership of IP from one party to another. On the other hand, an IP licence grants one party (ie the licensee) the right to use another party’s (ie the licensor’s) IP. While the licensee can use the licensor’s IP, the licensor maintains full ownership of their IP. 

For more information, read Intellectual property licensing . You can licence trade marks using a Trade mark licence . If you require other types of IP licences, Ask a lawyer .

Do I need to pay stamp duty on assignments of IP?

Stamp duty has not been chargeable or payable on transfers of IP since 28 March 2000. The Finance Act 2000 abolished this stamp duty charge. 

However, in some circumstances, stamp duty may still be chargeable and payable if the transfers deal in part with IP and in part with other property that stamp duty applies to (eg shares). 

For more information, see HMRC’s manual and do not hesitate to Ask a lawyer .

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Make your document.

Create your document by following Rocket Lawyer’s step by step interview process. If you need to edit your answers after creating your document, you can return to the interview to do so. Get started now!

Check that your Assignment of Intellectual Property is suitable

Read the document to make sure it meets your needs and that you’ve provided all of the necessary information about your IP transaction. Remember that, if you have any questions, you can Ask a lawyer for advice.

Attach any reference materials

If you refer to any attached materials in the schedules (eg drawings specifying or demonstrating unregistered designs ), remember to attach these materials to the document before it’s signed.

Sign to make it legal

Each party to the Assignment of Intellectual Property must sign the document. Make sure to follow the correct signing process .

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Store your document.

Each party should keep their own original signed copy of the Assignment of Intellectual Property.

Make any necessary registrations

If you’re transferring any registered IP rights, your transfers will need to be registered with the appropriate authorities (eg the UK Intellectual Property Office (UKIPO) ). For more information, read Reaching an agreement - intellectual property infringement .

Important details

• The date of the agreement is the date on which the parties sign, if that is the same day. If they sign on different days, the date of the agreement is the day on which the last person signs.
• It’s important to inform the UKIPO about any changes to the ownership of registered IP (eg trade marks ), to make sure the relevant IPRs remain fully protected.

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Related documents

Rocket lawyer members who started an assignment of intellectual property also made:, trade mark licence agreement.

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Non Disclosure Agreement (NDA)

Protect confidential information shared between two parties

Letter of Confidentiality

Use this when sharing confidential information with another party

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Legal sources

This assignment of intellectual property is governed by the laws of england and wales or the laws of scotland. find some of the key sources and laws relevant to your assignment of intellectual property below:.

Contract (Third Party Rights) (Scotland) Act 2017

Contracts (Rights of Third Parties) Act 1999  

Trade Marks Act 1994

Copyrights, Designs and Patents Act 1988   

Patents Act 1977

Registered Designs Act 1949

Champion Law

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Assignment of Intellectual Property Rights

This article is intended to facilitate a basic understanding of intellectual property (which will be referred to as IP throughout this article) and some of the most pertinent aspects to look out for when drafting or reviewing an assignment agreement.

Intellectual property is created all the time, whether in business or your personal life, and can stem from Copyright, for example, which is the most frequent, and typically exists in original artistic work, from drawings and songs, to articles, like this one. Copyright exists automatically upon creation, and lasts for the lifetime of the author, plus 70 years from the end of the year of their death.

Trademarks are another form of IP, and are typically used to distinguish the names and logos of one business from another, but can extend to associated sounds, like jingles and tunes, and even a smell. Trademarks exist automatically, but need to be registered in the UK, and then internationally to offer the monopolistic protection needed worldwide.

Patents are something that protect the functionality of an invention, like a mechanism in a machine, but has strict registration requirements. For example, it must be new, inventive, and capable of industrial application. It must also not be excluded from protection, like a scientific theory, artistic work, a process of doing something, or a presentation of information.

Design Rights

Design Rights are something similar to Patents, but their registration requirements are far less stringent. In fact, like a lot of IP, they can exist automatically, and are more applicable to shape and configuration. Essentially, Design Rights are used when a Patent cannot be. Interestingly, it’s important to note that domain name registrations are not normally classed as IP, but are typically dealt with under assignment agreements.

Most common types of assignment

Now that we’ve covered the absolute basics of the different types of IP, let’s look at one of the most common scenarios of a transfer of IP for small businesses. This can exist when the assignee (the body receiving the IP) has instructed the assignor (the body who creates the IP) to create something capable of attracting IP rights, such as a graphic designer working on a logo, for a fee. As this is an artistic design, it would be classed as Copyright. Most transfers of IP should be embodied in a carefully worded contract, or a deed (we’ll get on to this later) and should expressly refer to the type of IP to be assigned on the face of it. Moreover, it should also be used to assign any IP associated with any asset purchased from another business, like a unique machine, which may carry a Patent, or a Design Right. The agreement must then expressly refer to that asset purchase agreement. 

What exactly are you assigning?

Be clear about exactly what different types of IP are being assigned, and make reference to the schedules that will set them out in full. These schedules will feature at the end of the agreement, so we’ll go over these in more detail later on. 

Who are the parties?

Ensure the agreement also clearly identifies all parties to the agreement who currently hold rights, and all those to which the rights will be transferred, so consider joint ownership in both instances. Also, the section under the heading ‘background’, whilst important for clarity, is only a prelude and not legally binding, so any fundamental aspects must be clearly set out in relevant clauses and subsections. 

What about Brexit?

Also, in lieu of Brexit, although the outcomes are generally uncertain, when it comes to IP, it is likely that statutory instruments will ensure that protection and enforcement between registered right holders in the UK and EU, and vice versa, remains unchanged. However, to avoid uncertainty, anything relating to the interpretation of definitions, and particularly statute, should be ‘as at the date’, instead of ‘from time to time’, to avoid unanticipated rights and obligations in the future. 

And the rest of the world..?

Whilst on the topic of Brexit, although many assignment agreements should cover IP rights worldwide, it’s important to look into the requirements of the jurisdiction of a particular country, should you or the other party intend using the IP outside of the UK, and particularly outside of the EU. 

Know what you’re dealing with

Beware of any trusts or other covenants attached to the IP rights on assignments. ‘Full title guarantee’ will ensure the IP rights are free of adverse encumbrances (to the assignor’s reasonable knowledge). On the other hand, ‘limited title guarantee’ will mean that, although the assignee is free to sell, the assignor can only guarantee that no encumbrances have been made within their period of ownership, but not before, even if they are aware of prior encumbrances. 

You got a licence for that..?

Following on, although this article primarily concerns assignments of IP, it’s also important to acknowledge licences, and how they relate to assignments, as it may be the case that the assignee or assignor to be, actually holds the IP rights under a licence, which excludes assignments. It is therefore important that when granting assignments or licences, close consideration is given to the extended rights to third parties that the ability to licence IP can create. 

What about tech?

Coming back to an assignment of Copyright, which, if not the sole purpose of the agreement, will likely form a large part of it, it is important to note that in this growing age of technology, Copyright is the primary category of computer software and databases. Also, if databases include personal data, it is also important to include warranties that best practice for data protection is observed. 

All together now

Moving on to Design Rights, it’s important to note that these, whether registered, unregistered, or partial, if they relate to the same material, they cannot be assigned separately. 

Registered or unregistered?

When it comes to Trademarks, do not underestimate the distinction between registered and unregistered Trademarks, as one of the main purposes of registration is to deter passing-off (the act of a third party using the Trademark, typically to benefit from the associated goodwill without the authority of the rights holder) and to make the process of achieving a remedy against the third party simple and inexpensive, as the opposite can be said for remedies under unregistered Design Rights, as goodwill is more intangible and abstract. It is therefore important to note that all IP capable of subsisting unregistered, should ideally be registered prior to assignment, or that the assignment at least includes the goodwill, as this is the only value in an unregistered Trademark. Whilst this article does not cover registration processes, these can be found on the relevant government website pages – links to which can be found below:

Patenting Your Invention (UK Government Website)

Registering Design Rights (UK Government Website)

Apply to Register a Trademark (UK Government Website)

Automatic right to sue..?

Once the assignee is the rights holder, they of course have the right to sue for infringement. However, the right to sue for infringements prior to their assignment must be expressly provided for in the agreement. 

Contract or deed?

In establishing whether the assignment document should be a contract or a deed, whilst a simple contract will suffice in any instance where the assignment is for consideration (i.e. a fee is paid), if no consideration is given, or there is a power of attorney granted by the assignor for the assignee to deal with an element of the IP rights on the assignor’s behalf (such as executing registration documents to give full effect to the agreement), then the agreement must be a deed, meaning that it must clearly be stated as such, and be signed in the presence of witnesses, who attest the signatures. 

Consideration

If the agreement is to be a contract, and the assignment attracts a fee, then firstly, any VAT must be clearly set out as being separate from the amount payable for the IP rights. Secondly, even if there is an element of consideration, to avoid any future disputes over proportionality, a deed would be highly advisable – not least for this purpose, but also because adding a power of attorney would prevent the need for enforcement action against the assignor for any further assistance required from them. If, however, further assistance is nevertheless needed, or document execution is anticipated to be an expense the assignee cannot justify, then a clause must be added to bind the assignor to provide future assistance at their expense.

Unlike many contractual arrangements, the furthest extent liability can be excluded for the assignor includes death and personal injury, which can be applied generally to IP, but is especially applicable for patents for machinery, for example. 

The importance of schedules

Returning to the need for schedules at the end of the agreement, Patents, Trademarks, and Design Rights, would each be listed in separate schedules. Assignment of particular materials, like specific documents and physical items, would be classed as Copyright and unregistered Design Rights, and require their own schedule. There may also be other unregistered rights, like domain names, which, as touched on earlier, are not classed as IP, but can be just as important to expressly assign, and can include confidential information, like trade secrets and financials, or rights in get-up (the whole appearance), goodwill (reputation), and know-how (which is especially important to be transferred under a written document, as both equitable and statutory requirements necessitate this) and should be listed in a separate schedule. 

You’re almost there…

Once the agreement has been executed, it is imperative that the assignee registers as the new rights holder. 

If you’re in need of some additional guidance with drafting or reviewing an assignment agreement, or you need some IP advice generally, then we’d be happy to help, so feel free to contact us for a free 30 minute consultation . Alternatively, you can submit your queries to us by commenting on our Topic of the Week post on LinkedIn.

If you found this article useful, you’ll be pleased to know that we’ll be posting loads more like this. Be one of the first to find out about new additions by signing up to our monthly newsletter (on the right hand side of this page) which has some great offers in as well!

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Difference Between an IP Licence vs an Assignment in England

By Rachel King

Updated on 7 November 2022 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

Intellectual Property Rights

• Licensing Your IP 
• Assigning Your IP 

Which Option is Best for Your Business?

Key takeaways, frequently asked questions.

Your business has valuable intangible assets that you can benefit from financially. Most companies have intellectual property (IP) assets such as copyrighted materials, trade marks, design rights, and patents. You may wish to licence or sell these assets to other businesses or people. This article will explain the difference between an IP licence and an assignment in England.

Your IP assets may include your:

• copyrighted materials, for example, product descriptions and graphics;
• design rights;
• trade marks, for example, your business name and any branding elements associated with your company; or
• patents on any inventions. 

As with any other business asset, you can sell your intellectual property or allow someone else to use it. You can do this with a licence or an assignment. 

Licensing Your IP 

Intellectual property licensing is where you give someone else the right to use your IP asset, but you want to maintain ownership of the asset and continue to use it yourself. The licence agreement will provide the licensee with specific rights to use your IP.  You can grant:

• a non-exclusive licence where you also want to continue to use the IP; or 
• an exclusive licence to give exclusive rights to use the IP for the duration of the licence agreement.

You might want to licence your IP rights to another party for several reasons, for example: 

• you are developing a product you hold patents on or need consultancy advice; or
• you have obtained a patent for a product but would prefer someone else to make it. 

Licensing your IP rights to others can expand your business into new areas or markets.  

Licences for Patents

A ‘licence of right’ is a specific licence related only to patent rights. It means the patent owner is willing to allow anyone to licence that particular patent upon request. The patent holder would still be able to negotiate the terms of that licence, such as the cost and how long the licence will be for and any limitations on the use, but cannot outright refuse to licence the patent. 

There is a benefit to the patent holder as the IPO halves the annual renewal fees for patents with a licence of right. Also, it is clear to others that you are willing to licence your patent for use by others.

LegalVision’s Trade Mark Essentials Guide provides valuable information for any business looking to register or enforce a trade mark.

Assigning Your IP 

If you want to permanently sell or transfer your IP interests to another party, you do this through an assignment. You assign your IP rights in that asset to the other person or business. This means they will now own it, and you will have no right to use that IP. 

You can assign registered and unregistered IP, including copyrights, patents, design rights and trade marks. You should inform the Intellectual Property Office (UK IPO) that you have transferred the rights to a new owner for registered IP, such as patents, design rights, and trade marks.

Whether licensing or assigning your IP rights is best for you and your business depends on whether you want to retain ownership of the IP asset in question and why you want to allow someone else to use it. 

For example, if you are considering licensing or assignment to provide business income, you can potentially use a licence to provide ongoing regular income. If you decide on an outright transfer of ownership, it will provide one lump sum. This may be appropriate if you are no longer interested in using the IP asset.

If you have valuable business IP assets such as trade marks, patents, design rights or copyrighted materials, you can raise income for your business by licensing or assigning your IP to another party. A licence allows you to grant permission for someone else to use your IP whilst retaining the right to use it yourself. If you no longer want to use your IP at all, you can transfer ownership to someone else through an assignment of your IP.  

If you need help with assigning or licensing your IP rights, our experienced intellectual property lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page .

You use an IP licence to grant permission to someone else to use your IP, but you still retain ownership of it and the right to use that IP yourself.  

An assignment of IP transfers ownership of a particular IP asset to another party. The new owner of the IP will be able to use it and benefit from it as if they were the original owner of that particular IP asset. You will no longer have the right to use the IP asset unless the new owner permits you to use it.

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Assignment of Intellectual Property Rights (IP Rights) Template

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What is a Assignment of Intellectual Property Rights (IP Rights) Template

An Assignment of Intellectual Property (IP) Rights is a legal document or agreement where the owner of the intellectual properties transfers the ownership rights of the intellectual properties to another individual or entity.

Assignment of Intellectual Property Rights (IP Rights) Template FAQ

Table of contents, what are intellectual property rights.

Intellectual Property Rights (IPR) are legal rights granting creators control over their creations.

These rights allow the holders to benefit from their work or investment in a creation. Intellectual property includes patents,  copyrights ,  trademarks ,  design rights , and trade secrets.

Examples of intellectual property

• Patents:  Protect inventions or processes for a certain period, typically 20 years.
• Trademarks:  Protect symbols, names, and slogans used to identify goods or services.
• Copyrights:  Protect the expression of ideas (e.g., a book or painting) and give the holders exclusive rights to reproduce their work.
• Design rights:  Protect the visual design of objects.
• Trade secrets:  Protect confidential and proprietary information and business processes.

Assignment of Intellectual Property rights

An Assignment of Intellectual Property Rights sets forth the transference of proprietorship between the seller and the purchaser of a company’s intellectual property, allowing the seller to receive remuneration and the buyer to commercialise the intellectual property.

Importance of clear IP assignment

Unambiguous assignment of intellectual property rights is fundamental to avoid future disputes and ensure a transparent and equitable rights transfer.

It’s crucial for a business and its stakeholders to maintain transparent records regarding the ownership of intellectual property rights.

Things to include in an IP rights template

When drafting an assignment of intellectual property rights template, consider including the following key elements:

• Definition of Intellectual Property:  Clearly define what is being transferred.
• Details of Parties Involved:  Include names and addresses of the assignor and assignee.
• Transfer of Rights:  Explicitly state the rights being transferred and any limitations.
• Warranties and Representations:  Outline any guarantees the assignor makes about the intellectual property.
• Consideration:  Detail any payment or compensation for the assignment.
• Governing Law:  Specify the law governing the agreement.
• Signatures:  Include space for the signatures of both parties.

Drafting notes for IP assignment agreement

While drafting the Assignment of Intellectual Property Rights, ensure that the rights to be assigned are explicitly and accurately described and that any warranties and further actions required for the effective transference of ownership are clearly outlined.

The template should presuppose various categories and consider potential infringements.

Understanding Intellectual Property rights

Intellectual Property Rights (IPR) are foundational in fostering innovation and economic development. They empower creators with exclusive rights to their innovations, providing a legal framework enabling individuals and companies to earn recognition or financial benefits from their inventions or creations.

Example of Intellectual Property

• Apple’s Logo:  A trademarked design representing the Apple brand.
• Harry Potter Series:  Protected by copyright, allowing J.K. Rowling exclusive rights to reproduce her work.
• Coca-Cola Formula:  A famous example of a trade secret that is closely guarded by the company.
• New Pharmaceutical Drugs:  Often protected by patents, granting the inventor exclusive rights to produce and sell the drug for a specified period.

The essence of assigning Intellectual Property rights

Assigning Intellectual Property Rights is an essential mechanism in corporate transactions, and it clarifies the ownership and usage rights of intellectual property between the seller and the buyer.

This process helps eliminate disputes and ensures that both parties are on the same page regarding exploiting the intellectual properties involved.

The necessity of transparent ownership

Having a transparent and concise record of intellectual property ownership is indispensable. It provides transparent information about the rightful owner and sets a solid foundation for enforcing intellectual property rights, protecting them against infringement, and utilising them for business development.

Key components of an IP Rights Assignment template

When curating an IP rights assignment template, it is pivotal to encapsulate the following elements to maintain clarity and legal integrity:

• Assignment Details:  Clearly articulate the intellectual property being transferred and the scope of the rights being assigned.
• Parties’ Information:  Detailed information about the assignor and the assignee.
• Date of Assignment:  The effective date from which the assignment is valid.
• Terms and Conditions:  Specific terms and conditions governing the assignment, including any restrictions or limitations.
• Conflict Resolution:  Mechanisms for resolving any disputes arising from the assignment.
• Confidentiality Clause:  Provisions for maintaining the confidentiality of sensitive information.
• Termination Clause:  Conditions under which the assignment may be terminated.

Comprehensive drafting

In creating an Assignment of Intellectual Property Rights, meticulous attention should be paid to detailing every aspect of the intellectual property involved, including any previous licenses or assignments. Adequate descriptions and specificity are crucial to avoid potential conflicts and ensure the effectiveness of the assignment.

Create an IP Rights Assignment template

Understanding and adequately assigning Intellectual Property Rights is crucial in safeguarding the interests of creators and companies.

A well-drafted assignment stipulates both parties’ rights, obligations, and expectations, reducing the likelihood of disputes and fostering a harmonious business relationship. 

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Related Documents

If you're creating an Assignment of Intellectual Property Rights (IP Rights) Template, you may also be interested in the following documents:

Assignment of Rights in Software

Copyright assignment (literary works), copyright assignment (photographs), copyright license agreement (artistic work), trade mark assignment, trademark license agreement.

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🤯 IP Assignment Agreement

An IP assignment agreement is a contract between a company and an individual in which the company agrees to assign all of its intellectual property rights to the individual. The agreement typically covers all of the company's patents, copyrights, and trademarks. The agreement may also cover trade secrets, know-how, and other confidential information.

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Assignments overview and pitfalls to beware!

03 December 2012

Many patents will see a change in ownership at some stage in their lives. Assignments are commonplace and occur for a variety of reasons; for example, in the context of a business sale where a buyer purchases all of the assets (including intellectual property assets) of a business from the vendor. Another is in the context of intra-group reorganisations.

Assignments can also occur as part of settlement of a dispute. This article outlines some of the pitfalls of which you should be aware when assigning patents; many of which can be averted by careful drafting of the assignment agreement.

Unless the assignment is intra-group, there will usually be some distance between what the assignee wants (typically, a variety of representations, warranties and indemnities in respect of the assigned rights) and what the assignor is prepared to give. This is a commercial decision and hence no two negotiated patent assignments will be identical.

Consideration

Under English law, to be a valid contract there must be consideration which is either money or money's worth. This is often overlooked but a key point required for the assignment agreement to be legally binding. Whilst the acceptance of mutual obligations may suffice, it is simplest to have a sum of money (even if only for £1). An alternative is to execute the assignment as a deed, though there are specific formalities which must be followed for the agreement to be a deed. Of course, if the parties agree to nominal consideration (eg, £1), it is important that this small amount is actually paid to the assignor.

An assignment of a UK patent (or application) must be in writing and signed by the assignor. It used to be the case that an assignment of a UK patent (or application) would need to be signed by both parties, however the law was changed in 2005. In reality, both parties will usually sign the assignment agreement. Where one or both of the parties is an individual in their personal capacity or a foreign entity, special 'testimonial' provisions are required; for example the signature to the assignment may need to be witnessed.

The assignment

English law distinguishes two types of assignment: legal and equitable. To assign the legal interest in something means that you have assigned simply the title to that property and not the right to exercise the rights inherent in it. This is the equitable (beneficial) interest and if this is not also assigned with the legal title, this can result in a split in ownership. Unless the parties specifically agree otherwise, legal and beneficial ownership should always be assigned together. It is possible to have co-assignees (ie, co-owners) but the terms of the co-ownership will need to be carefully considered.

It is possible to assign the right to bring proceedings for past infringements in the UK, but not in some other jurisdictions. Where non-UK rights are involved, local advice may be required as to whether such an assignment would be enforceable as against a prior infringer. This potential uncertainty makes a robust further assurance clause even more desirable (see below), to ensure the assignor's co-operation after completion of the assignment.

The assignee will also typically argue for (and the assignor will typically resist) a transfer with 'full title guarantee', as this implies as a matter of law certain covenants: that the assignor is entitled to sell the property; that the assignor will do all it reasonably can, at its own expense, to vest title to the property in the assignee; and that the property is free from various third party rights.

In terms of European patents (EP), it is important to remember that ownership of an EP application is determined under by the inventor/applicant's local law, rather than under European patent law. This means that a formal, written assignment agreement should be executed to ensure that the applicant is entitled to ownership of the patent application, for example in cases where the work undertaken was done by a consultant or where local law dictates that the owner is the inventor(s). An assignment should include assignment of the right to claim priority, as well as the right to the invention and any patent applications. This need to obtain an effective assignment of the application (and right to claim priority) is particularly important where a priority application has been made in the name of the inventor. If such an assignment is not executed before applications which claim priority from earlier cases (for example, PCT applications) are filed, the right to ownership and/or the right to claim priority may be lost.

Don't forget tax

Currently, there is no stamp duty payable on the assignment of intellectual property in the UK. However, particularly for assignments which include foreign intellectual property rights, there can be considerable tax implications in transferring ownership of intellectual property rights in some countries and it is always prudent to check that the transfer will not result in excessive tax liabilities for you.

Update the register

Registered rights need to be updated at the patent offices. You will need to decide who pays for this: in the case of one patent, it is a simple process, however in the case of a whole portfolio, the costs can be considerable. Remember, if you ever need to take any action on a patent you own, you need to ensure you are the registered owner of that right at the applicable office.

In the UK, assignments can be registered but there is no statutory requirement to do so. In the case of international assignments, local offices may require recordal of the assignment. In any event, it is desirable for an assignee to ensure that the transaction is recorded. Section 68 of the UK Patents Act provides that an assignee who does not register the assignment within six months runs the risk of not being able to claim costs or expenses in infringement proceedings for an infringement that occurred before registration of the assignment, although recent case-law has reduced this risk somewhat.

Further assurance

The assignee will typically take charge of recordals to the Patents Offices; however they will often need the assignor's help in doing so. A 'further assurance' clause is a key element of the assignment from an assignee's point of view both for this purpose and for assisting in the defence and enforcement of patents or applications for registration. On the other hand, the assignor will typically seek to qualify its further assurance covenant by limiting it to what the assignee may reasonably require, and that anything done should be at the assignee's expense. An assignor should also require that recordals are done promptly to minimise their future correspondence from patent offices.

International transactions

In transactions which involve the transfer of patents in various countries, the parties can execute a global assignment which covers all the patents being transferred, or there can be separate assignments for each country. The former, global assignment, is usually preferred however this will frequently need to be supplemented by further confirmatory assignments in forms prescribed by the relevant international patent registries. As noted above, the preparation and execution of such assignments can be time-consuming and costly, hence the need to decide in advance who bears the cost of such recordals, and the assignee should insist on a further assurance provision.

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Innovation & Enterprise

• IP policy: guidance relating to student IP

Intellectual Property Policy: guidance relating to student IP

This guide aims to help you understand how UCL’s IP policy will operate in a range of scenarios relating to intellectual property created by UCL students.

Introduction to UCL’s IP Policy and aims of this guidance

Ucl’s general position: students own their ip, exceptions to student ip ownership, other circumstances involving student ip ownership, submission, examination, publication and commercialisation, ip management strategies, artificial intelligence (ai) and ip.

• Questions, contacts and further information

Intellectual property, or 'IP', is a broad term that covers various categories of intellectual creations and assets. Such creative outputs can be as varied as publications, inventions, and artworks. The UCL community generates all these intellectual creations and many more besides.

Although many creative outputs are classed as IP, technical expertise (however specialised) and general knowledge are typically excluded.

UCL students (as a general principle) own the intellectual property that they generate, whether or not it arises in connection with their studies. There are, however, some important exceptions. Students should examine the policy and guidance below to determine whether such an exception may affect them. Otherwise, students are free to choose what they do with any IP they generate.

Aims of this guidance

This guide aims to help students and staff understand how UCL’s IP policy will operate in a range of possible scenarios. It’s not exhaustive and is for guidance only: it does not constitute policy in and of itself. The guidance is not intended to (and does not) limit, extend, amend or otherwise vary the position set out in the policy.

UCL cannot advise individual students on how to handle their own IP as this could result in a conflict of interest for the university. There will be times when students require further advice and guidance on protecting their intellectual property. Some further resources are listed below, but students are responsible for seeking their own advice on how to manage their own IP.

Online IP training

To help students and staff understand and protect intellectual property and how it’s handled at UCL, we’ve developed online IP training .

If you have any questions about applying the policy, contact the appropriate office listed at the end of this page.

As a general principle, UCL recognises students as owners of any IP that they create while they’re a registered student of UCL ( section 3.1.1, UCL IP Policy ). Such creations can include: 

• essays, dissertations and theses

There are some possible exceptions to this principle, which might include any of the following.

External funding and IP

Where a student receives external funding for their studies, they often retain ownership of their IP. In certain circumstances, however, the terms of funding agreements determine the ownership of any IP arising from a project.

To understand their intellectual property rights, students should check any research contract they may be asked to sign associated with their studies.

Studentships

If a student is studying on a studentship that’s funded by an external organisation (such as within a doctoral training programme), the contract that UCL entered into with the external organisation may include clauses governing IP ( section 3.2.1, UCL IP Policy ).

These contracts are negotiated by UCL Research and Innovation Services. They outline how external organisations (for example, research councils such as UKRI, UK or overseas charities, industry or commerce, UK or overseas governments) fund research at UCL, including studentships.

When a student enters into a studentship, they may be asked to assign their IP to UCL as the university manages the negotiations and relationship with the external funders involved. The specific terms of this studentship IP agreement will then prevail over UCL’s general IP policy.

Example: If a PhD student accepts an offer of a studentship at UCL that’s funded by a research council with a funding contribution from a company, the student may have to grant UCL the IP arising from their research so that UCL can handle contractual arrangements with the company.

There are additional considerations when a UCL spinout company or other company linked with academic staff provides student sponsorship. As UCL staff or students have created such companies, or are associated with them, there needs to be clear processes and agreements in place around the ownership of IP arising through the research.

Find out more about UCL spinouts and student sponsorship .

Student-brokered sponsorship

If a student enters UCL with an agreement already in place around their funding from an external organisation (for example a non-UK government), the sponsor may have a claim on the IP that the student creates. The details of who owns any IP arising from the project should be recorded in the contract or agreement that the student signed to receive the funding.

Example: If an external company funds a student’s Master’s degree at UCL, the agreement between the student and the company may stipulate that the IP arising from certain aspects of the degree belongs to the company.

It’s typically the case that loans, especially UK-based loans for academic study, make no claims on IP. However, students should check their contract with the loan provider.

Collaborative work and IP 

At UCL, students and staff will sometimes collaborate on projects and create IP together. As the IP arising from such collaborative work is generated by multiple people, this creates more complexity in relation to IP ownership and management.

Collaborative work: possible scenarios

As a general principle, students own the IP they create when they’re working collaboratively with UCL staff or students ( section 3.3.1, UCL IP Policy ). Depending on the scope of the collaboration and the extent of their input, students may own IP separate and distinct from their collaborators or they might share ownership of the IP with their collaborators in accordance with who made which inventive step.  

Where existing UCL IP is used as the foundation on which to develop new IP, however, UCL will own the new IP regardless of who developed it. So for any projects based on IP belonging to UCL or a member of UCL staff (i.e. ‘background IP’) and/or projects that depend heavily on additional UCL resource (e.g. specialist laboratory equipment), UCL will own the IP developed by students because the university’s input of resources made such projects possible ( section 3.3.2, UCL IP Policy ). As with staff, as part of this process UCL will seek a confirmatory assignment of the IP where the student transfers ownership of the IP to UCL.

In certain situations, it might make sense when commercialising a body of work involving both student-owned IP and UCL-owned IP for the student to assign their portion of the IP to UCL. Such a decision would be entirely at the student’s discretion. In such circumstances UCL would recommend that students seek external legal advice as appropriate.

In all circumstances where a student has developed IP and then assigned it to UCL, if the IP is commercialised the student will be entitled to a share of any revenue received in the same way as UCL staff members ( section 4.1, UCL IP Policy ). This will be in accordance with UCL’s Revenue Sharing Policy .

In practice, students and supervisors will exchange ideas regularly and it can be difficult in retrospect to distinguish the originator of individual ideas. It’s therefore essential that the creation of IP is properly documented.

Significant use of UCL or staff IP

If a student creates IP that’s derived from or is based on IP belonging to UCL or a member of UCL staff (‘background IP’), UCL will own the IP developed by the student ( section 3.3.2a, UCL IP Policy ). This applies to both IP created by a sole student originator and to IP developed collaboratively.

Example: If a PhD student joins an ongoing research project based on background IP belonging to UCL, UCL would have a claim on the IP arising from the student's research. This is because the university's input of background IP made the project possible.

Additional use of UCL resources 

If a student uses additional resources in a project that are not generally available (for example computers are generally available, highly specialist laboratory equipment is not) and the use of the resources is more than incidental to the development of the IP, UCL may own the resulting IP ( section 3.3.2b, UCL IP Policy ). This applies to IP created by a sole student originator and to IP developed collaboratively.

Example: If a student is using highly specialised high-powered laboratory equipment at UCL as part of their studies, UCL would have a claim on the IP arising from the student’s research. This is because the university's input of specialist additional resources made the project possible.

In recognition of the contribution that students make to IP arising from projects based on UCL’s background IP and/or heavily dependent on UCL’s additional resources, if UCL pursues commercialisation of such projects the student(s) involved will be entitled to a share of any revenue received in the same way as UCL staff members ( section 4.1, UCL IP Policy ). This will be in accordance with UCL’s Revenue Sharing Policy .

Independent laboratories and institutes

If a student is based in an independent laboratory or institute, the distinctive nature of these institutions means that special IP conditions may apply to the student’s work. Such institutions include The Francis Crick Institute, the UK Dementia Research Institute and the Sainsbury Wellcome Centre.

Individuals who are both students and staff members 

In certain circumstances an individual may be both a staff member and a student at UCL. Typically, their involvement as students will be separate from their role as staff members, so the relevant aspect of the policy will apply depending on the activity ( section 1.5, UCL IP Policy ).

Example: If a PhD student also works as a Postgraduate Teaching Assistant (PGTA) at UCL, their activities as a researcher and as a teacher are separate. The student-focused clauses of UCL’s IP policy will govern their research outputs, while the staff-focused clauses of the policy will govern their teaching activities.

To avoid confusion in cases where it could be more difficult to distinguish between staff and student roles, it’s good practice to employ IP management strategies to ensure clarity around developing IP.

Find out more about owning and managing staff intellectual property at UCL .

UCL’s right to showcase student work

If a student creates an artistic work as part of their studies, they’ll own the copyright to this piece. However, UCL retains the right to exhibit the work and reproduce it for educational or promotional purposes without payment of fees or royalties ( section 3.4.2a-c, UCL IP Policy ).

Example: If a student painted a picture as part of their degree programme they’d own the copyright to this artistic work. However, UCL could reproduce the piece in a prospectus to showcase our students’ activity without paying fees or royalties.

The management of IP remains a consideration for those students submitting their research projects and for those who wish to publish or commercialise their work. This is because publishing or disclosing sensitive information about IP will make it impossible to secure a patent subsequently.

Submission and examination

In cases where a student has entered into an agreement regarding the ownership of IP, the student should check whether this commits them to any particular arrangements concerning the submission and examination of their thesis. The student should also check whether this agreement commits them to embargoing their thesis for a period after the viva.

Publication

In those instances where a student wants to publish material based on their research (either before or after their viva), the student should consider whether publication would reveal sensitive information about IP that could prevent them securing a patent.

It’s also important that students who’ve entered into an agreement regarding the ownership of IP check whether this commits them to any particular arrangements in terms of publishing their work.

Example: If a student collaborates with their supervisor in developing an invention, the student and supervisor may need to delay publication of their results to allow time to apply for a patent.

Commercialisation and revenue sharing 

In certain circumstances, such as when a student is funded through a studentship co-funded by an external organisation, the student will be asked to assign their IP to UCL. They’ll do this in the form of an agreement signed between UCL and the student.

In cases where a student assigns their IP to UCL, if any subsequent IP is commercialised the student will be entitled to a share of any revenue received ( section 4.1, UCL IP Policy ). The student will receive revenue on the same terms as staff. This is detailed in UCL’s Revenue Sharing Policy .

Where there’s a risk of confusion about IP ownership, such as within collaborative work or where a student is also employed as a member of staff, it’s good practice to put in place an IP management strategy. This can help ensure ongoing clarity about IP arising from the work.

IP management strategies can take various forms depending on the nature of the project. Whichever strategy is used, however, it should ensure good record keeping throughout the lifetime of the project. This will help establish IP ownership if any questions should arise at a later stage. It should also make provision for discussions between students and supervisors that set clear expectations about the development, ownership, and management of IP.

The role of artificial intelligence (AI) in research and innovation is a live and complex issue that raises many questions around IP.

AI tools such as ChatGPT can create plausible answers to assignments, construct essays, and write computer code, all in seconds.

UCL has guidance around the role of AI in education and assessment for students .

In addition to this, it’s essential that researchers at all levels are aware that inputting ideas into AI tools might constitute an IP disclosure or a breach of confidentially where we have undertaken to third parties to keep certain things confidentially . This is because AI tools might use your input ideas to create subsequent outputs, sharing your IP without either your permission or acknowledging your role in its creation.

If your IP is shared in this way, it means that your ideas have been disclosed. This could potentially make it impossible to secure a patent or other legal protections.

Example: If a UCL individual uses an AI tool to write up their notes into an appropriate style for a paper, and these notes contain new IP, this might constitute a disclosure.

Questions, contacts and further information 

Questions and contacts .

For general UCL IP policy support, email  [email protected]

For questions relating to the following areas, and to find out more, see the appropriate pages: 

• Entrepreneurship support : the Entrepreneurship team
• Copyright support : the UCL Library Services Copyright team
• Submission and examination support : the Doctoral School team

Further information

UCL has developed online IP training to help students and staff understand and protect intellectual property.

UCL Business have produced a helpful guide for academics on patenting (pdf) .

The UK Intellectual Property Office is a good source of background information and training materials relating to IP.

The British Library's Business and IP Centre is another good source of background information relating to IP.

Useful links

• Online training on understanding and protecting IP at UCL
• UCL Intellectual Property (IP) Policy
• UCL Revenue Sharing Policy
• Copyright advice from UCL Library Services

Lewis Hamilton Understood the Assignment at This Year's Met Gala

The fashion community often jokes about attendees at the annual Met Gala who ignore the theme and wear something beautiful that doesn't exactly embody the year's exhibition and the story behind it. Lewis Hamilton is never one of those attendees, and his 2024 look is no exception.

This year's Met Gala celebrated the opening of the Metropolitan Museum of Art Costume Institute's exhibition Sleeping Beauties: Reawakening Fashion and had a dress code called The Garden of Time, which was inspired by J.G. Ballard's 1962 short story of the same name. To adhere to the theme, Hamilton—who raced from the Miami Grand Prix yesterday to New York City for fashion's biggest night—worked with his stylist, Eric Mcneal, and Burberry Creative Director Daniel Lee to create a custom, all-black ensemble dedicated to an 18th-century gardener named John Ystumllyn.

In an interview with Vogue on the steps of the Met, Hamilton shared that he stumbled across Ystumllyn's story while he was gathering research for his Met Gala look. As a child, Ystumllyn was taken from Africa to Wales, where he was enslaved. There, he learned horticulture, going on to become the first Black gardener in Wales. "Inspired by the legacy of John Ystumllyn and the beauty of his work," the seven-time Formula One world champion captioned a slideshow of IG photos from the red carpet. "Thank you, Daniel Lee and the Burberry team."

Specifically, Hamilton wore a tailored black coat with floral bullion embellishments and an Alex Wharton poem titled "The Gardener" embroidered on the inside. Underneath, he wore a double-breasted silk suit with leather Burberry Saddle Boots. As for jewelry, Hamilton partnered with Briony Raymond, donning yellow-diamond earrings, a diamond wrap ring, and a vintage 1960s yellow-sapphire-and-diamond ring.

Scroll down to see Hamilton's 2024 Met Gala look and read an excerpt of the poem stitched inside of it.

On Lewis Hamilton: custom Burberry coat, suit, and shoes; Briony Raymond earrings and Étoile Triple-Wrap Ring ($16800)

Eliza Huber is a New York City–based fashion editor who specializes in trend reporting, brand discovery, and celebrity style. She joined Who What Wear in 2021 after almost four years on the fashion editorial team at Refinery29, the job she took after graduating with a marketing degree from the University of Iowa. She has since launched two monthly columns,  Let's Get a Room and Ways to Wear ; profiled the likes of Dakota Fanning , Diane Kruger , Katie Holmes , and Sabrina Carpenter for WWW's monthly cover features; and reported on everything from the relationship between Formula One and fashion to the top trends from fashion month, season after season. Eliza now lives on the Upper West Side and spends her free time researching F1 fashion imagery for her side Instagram accounts @thepinnacleoffashion and @f1paddockfits , running in Central Park, and scouring eBay for '90s Prada and '80s Yves Saint Laurent.

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UK Judge Rules Funder Is Likely Owned by Sanctioned Russians

By Emily R. Siegel

A UK judge has ruled that there is reasonable cause to suspect that Russian litigation funder A1 is owned or controlled by people sanctioned in the United Kingdom.

Judge Sara Cockerill found that A1’s ownership by sanctioned individuals Mikhail Fridman, German Khan and Alexey Kuzmichev and its subsequent sale for $900 to another A1 employee shows that the company is likely still owned or controlled by sanctioned persons. She cited the low sale price as a cause for suspicion.

“The figure given for the sale price is surprising on its face. The financial documentation adduced (in a lengthy and full exchange of evidence) fails to provide a coherent or robust justification for that figure,” she wrote.

She also wrote that A1 is no longer funding the case and has been replaced by Cezar Legal Consulting Agency. The company and its third party payer are Russian.

The case involves the estate of Georgy Bedzhamov, who co-owned Russian bank Vneshprombank and was convicted of large-scale fraud with estimated losses of about $2 billion. A Russian state agency—roughly the equivalent to the Federal Deposit Insurance Corporation in the US—engaged A1 to help it recover the money.

A1 is a subsidiary of Russia’s Alfa Group and its owners were sanctioned in the UK in March 2022. In the days preceding the sanctions, the owners sold the company to another employee who was not subject to the sanctions for approximately $900. A1’s owners were sanctioned in the US in August and A1 itself was sanctioned in September.

During a three-day hearing in March of this year, each side in the Bedzhamov proceedings debated whether the sale was designed as a way to keep A1’s sanctioned leaders in charge.

In March a Bloomberg Law investigation found that A1 has backed lawsuits in New York and London, both before and after three of its billionaire founders were sanctioned following the 2022 invasion of Ukraine. After publication, Department of Treasury Deputy Secretary Wally Adeyemo said the department needs to look into the use of the litigation finance in the US by foreign actors.

“This is an issue we have to look, we have to both work on and try and address,” said Adeyemo in testimony at a Senate hearing.

To contact the reporter on this story: Emily R. Siegel at [email protected]

To contact the editor responsible for this story: Gary Harki at [email protected]

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IP for a creative and innovative UK Strategy 2024 to 2027

Setting out how to deliver our mission to grow the UK economy by providing an IP system that encourages investment in creativity and innovation.

The world continues to change rapidly and since our last strategy we have gone through significant change within the IPO , as well as nationally and globally.

Our work, in granting IP protections and advising on IP policy, has a direct and material impact on the UK economy. We continue to give confidence to users of the IP system to invest their time, energy and money in doing something new.

The new strategy builds on our existing work and sharpens our focus so that we do the right things to achieve our mission. Over the next three years we will focus on:

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Change the hostname of your AL2 instance

When you launch an instance into a private VPC, Amazon EC2 assigns a guest OS hostname. The type of hostname that Amazon EC2 assigns depends on your subnet settings. For more information about EC2 hostnames, see Amazon EC2 instance hostname types in the Amazon EC2 User Guide for Linux Instances .

A typical Amazon EC2 private DNS name for an EC2 instance configured to use IP-based naming with an IPv4 address looks something like this: ip-12-34-56-78.us-west-2.compute.internal , where the name consists of the internal domain, the service (in this case, compute ), the region, and a form of the private IPv4 address. Part of this hostname is displayed at the shell prompt when you log into your instance (for example, ip-12-34-56-78 ). Each time you stop and restart your Amazon EC2 instance (unless you are using an Elastic IP address), the public IPv4 address changes, and so does your public DNS name, system hostname, and shell prompt.

This information applies to Amazon Linux. For information about other distributions, see their specific documentation.

Change the system hostname

If you have a public DNS name registered for the IP address of your instance (such as webserver.mydomain.com ), you can set the system hostname so your instance identifies itself as a part of that domain. This also changes the shell prompt so that it displays the first portion of this name instead of the hostname supplied by AWS (for example, ip-12-34-56-78 ). If you do not have a public DNS name registered, you can still change the hostname, but the process is a little different.

In order for your hostname update to persist, you must verify that the preserve_hostname cloud-init setting is set to true . You can run the following command to edit or add this setting:

If the preserve_hostname setting is not listed, add the following line of text to the end of the file:

To change the system hostname to a public DNS name

Follow this procedure if you already have a public DNS name registered.

For AL2: Use the hostnamectl command to set your hostname to reflect the fully qualified domain name (such as webserver.mydomain.com ).

For Amazon Linux AMI: On your instance, open the /etc/sysconfig/network configuration file in your favorite text editor and change the HOSTNAME entry to reflect the fully qualified domain name (such as webserver.mydomain.com ).

Reboot the instance to pick up the new hostname.

Alternatively, you can reboot using the Amazon EC2 console (on the Instances page, select the instance and choose Instance state , Reboot instance ).

Log into your instance and verify that the hostname has been updated. Your prompt should show the new hostname (up to the first ".") and the hostname command should show the fully-qualified domain name.

To change the system hostname without a public DNS name

For AL2: Use the hostnamectl command to set your hostname to reflect the desired system hostname (such as webserver ).

For Amazon Linux AMI: On your instance, open the /etc/sysconfig/network configuration file in your favorite text editor and change the HOSTNAME entry to reflect the desired system hostname (such as webserver ).

Open the /etc/hosts file in your favorite text editor and change the entry beginning with 127.0.0.1 to match the example below, substituting your own hostname.

You can also implement more programmatic solutions, such as specifying user data to configure your instance. If your instance is part of an Auto Scaling group, you can use lifecycle hooks to define user data. For more information, see Run commands on your Linux instance at launch and Lifecycle hook for instance launch in the AWS CloudFormation User Guide .

Change the shell prompt without affecting the hostname

If you do not want to modify the hostname for your instance, but you would like to have a more useful system name (such as webserver ) displayed than the private name supplied by AWS (for example, ip-12-34-56-78 ), you can edit the shell prompt configuration files to display your system nickname instead of the hostname.

To change the shell prompt to a host nickname

Create a file in /etc/profile.d that sets the environment variable called NICKNAME to the value you want in the shell prompt. For example, to set the system nickname to webserver , run the following command.

Open the /etc/bashrc (Red Hat) or /etc/bash.bashrc (Debian/Ubuntu) file in your favorite text editor (such as vim or nano ). You need to use sudo with the editor command because /etc/bashrc and /etc/bash.bashrc are owned by root .

Edit the file and change the shell prompt variable ( PS1 ) to display your nickname instead of the hostname. Find the following line that sets the shell prompt in /etc/bashrc or /etc/bash.bashrc (several surrounding lines are shown below for context; look for the line that starts with [ "$PS1" ):

Change the \h (the symbol for hostname ) in that line to the value of the NICKNAME variable.

(Optional) To set the title on shell windows to the new nickname, complete the following steps.

Create a file named /etc/sysconfig/bash-prompt-xterm .

Make the file executable using the following command.

Open the /etc/sysconfig/bash-prompt-xterm file in your favorite text editor (such as vim or nano ). You need to use sudo with the editor command because /etc/sysconfig/bash-prompt-xterm is owned by root .

Add the following line to the file.

Log out and then log back in to pick up the new nickname value.

Change the hostname on other Linux distributions

The procedures on this page are intended for use with Amazon Linux only. For more information about other Linux distributions, see their specific documentation and the following articles:

How do I assign a static hostname to a private Amazon EC2 instance running RHEL 7 or Centos 7?

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