How to review an IP assignment under English law

An IP assignment transfers ownership of intellectual property from one person to another. It is used when a business buys IP, when founders move IP into a company, and when contractors hand over what they created. Each type of IP has its own formalities under UK law, and missing one can leave title with the wrong person. This checklist covers what to check and how to review an assignment in Word with LexDraft.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

This guide covers the law of England and Wales. Scotland and Northern Ireland have their own rules on several of the points below.

Who owns the IP to start with

• Employees. Copyright in works made by an employee in the course of employment belongs to the employer unless agreed otherwise (section 11(2) of the Copyright, Designs and Patents Act 1988). Inventions made in the course of normal duties usually belong to the employer under section 39 of the Patents Act 1977.
• Contractors and consultants. They usually own the copyright in what they create unless it is assigned in writing, even if the client paid for it. This is the most common gap found in due diligence.
• Founders. IP created before incorporation belongs to the individual until assigned to the company.

Clause checklist

• Formalities. An assignment of copyright must be in writing signed by or on behalf of the assignor (CDPA section 90(3)). An assignment of a UK patent or application is void unless in writing and signed by or on behalf of the assignor (Patents Act 1977, section 30(6)). An assignment of a registered trade mark must be in writing signed by or on behalf of the assignor (Trade Marks Act 1994, section 24(3)).
• Future works. Copyright in works not yet created can be assigned now under section 91 of the CDPA, so use present words of assignment ("hereby assigns") rather than a promise to assign later.
• Description of the IP. Registered rights listed by number, and unregistered rights described clearly enough to identify them. Include goodwill when assigning trade marks.
• Moral rights. Moral rights cannot be assigned (CDPA section 94) but can be waived by a signed written instrument (section 87). Ask for a waiver alongside the assignment.
• Employee inventors. Employees may claim compensation for inventions of outstanding benefit to the employer (sections 40 and 41 of the Patents Act 1977), and a contract term that diminishes an employee's rights in their inventions is unenforceable to that extent (section 42).
• Consideration and execution. State the consideration, or execute as a deed if the consideration is nominal or none.
• Further assurance. An obligation to sign further documents, often backed by a power of attorney given by way of security.
• Registration. Record assignments of patents, trade marks and registered designs at the UK Intellectual Property Office. Under sections 33 and 68 of the Patents Act 1977 and section 25 of the Trade Marks Act 1994, late registration can affect rights against third parties and the recovery of costs or damages.
• Warranties. Title, no prior licences or charges, no known infringement claims, and that the IP is original. Check whether they are given with full or limited title guarantee.
• Licence back. If the assignor needs to keep using the IP, check the scope of any licence back.
• Know-how and confidential information. Confidential information is not property in the usual sense, so it is usually dealt with by confidentiality and non-use promises rather than assigned.

Review the IP assignment in Word with LexDraft

1. Open the IP assignment in Word, open LexDraft from the Home tab and set the jurisdiction chip to UK: England & Wales (or UK: Scotland or UK: Northern Ireland if that is the governing law).
2. Run the quick checks. They are rule-based and run without AI, catching undefined or unused defined terms, broken cross-references, numbering gaps and inconsistent capitalisation.
3. LexDraft has four built-in playbooks (NDA, SaaS MSA, DPA and services agreement) and no dedicated IP assignment playbook, so run a general review against English law and use the checklist on this page to direct your own read. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
4. Accept or reject each proposed redline. Accepted edits land as native Word tracked changes, ready for the other side.
5. Ask the Assistant to explain a clause in plain English or suggest wording for your side. Answers use UK spelling.
6. Look up any case you want to rely on in the Case law tab, then open the judgment on Find Case Law and read it yourself. UK judgments in LexDraft come from The National Archives' Find Case Law service, which only partially represents the activities of the courts and tribunals. Not every judgment or decision is included. Find Case Law does not include judgments from Scottish or Northern Irish courts or tribunals.

LexDraft does not give legal advice and does not summarise judgments. AI output can be wrong, so qualified counsel must check every redline before it goes out.

Common mistakes

• Contractor agreements that say IP "will be assigned" or "shall vest" without present words of assignment.
• Schedules of registered rights with the wrong numbers or owners. Check against the IPO register.
• Assigning a trade mark without the goodwill, or a business without its domain names and social media accounts.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. LexDraft is not affiliated with or endorsed by The National Archives or any court. Spotted something out of date? Email support@lexdraft.ai and we will fix it.