IP assignment
An IP assignment is the document that formally transfers ownership of intellectual property — trademarks, patents, copyright or trade secrets — from one party to another, and it is what actually moves ownership in a deal rather than the purchase agreement alone. It matters most where IP was created by founders, contractors or employees who may not have automatically assigned it to the company.
Owning a business that uses certain intellectual property is not the same as legally owning that intellectual property. An IP assignment is the specific document that transfers ownership rights from the creator or current owner to the buyer or the target company, and without it, a business can end up relying on IP it never actually owns.
Where gaps commonly show up
- Work created by independent contractors generally does not automatically belong to the company that hired them unless a written assignment says so.
- Founders sometimes register trademarks or domains personally rather than through the company, leaving that IP outside the entity being sold.
- Employee-created IP is usually covered by employment agreement language, but older or informal agreements sometimes leave gaps.
Why buyers treat this as a closing item
Buyers commonly ask for a full chain of assignments showing how every piece of core IP ended up owned by the target, and gaps are usually fixed with a cleanup assignment signed before or at closing rather than left for later.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryIntellectual Property Due Diligence When Buying a Business in Ontario
- 02Treadstone LawLegal commentaryConfirming Who Owns the Trademarks and Domain Names Before Buying a Business in Ontario
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