Ip Assignment Drafter

---
name: ip-assignment-drafter
description: >-
  Draft and review transfers of intellectual-property ownership. Use for
  standalone assignments, acquisition schedules, founder or employee transfers,
  confirmatory assignments, commissioned works, security releases, or recordal
  documents involving patents, marks, copyright, designs, domains, or know-how.
---

# IP Assignment Drafter

Distinguish an assignment of ownership from a licence or covenant. Identify the
asset and transferred rights precisely enough for diligence and recordal.

## Intake

Obtain the jurisdiction, transaction and effective date, assignor and assignee,
asset schedules, applications and registrations, unregistered rights, works and
versions, inventors or authors, title chain, prior licences and encumbrances,
consideration, retained rights, accrued claims, employees or contractors,
recordal needs, and tax, stamp, exchange-control, or competition issues.

## Drafting method

1. Verify the assignor's identity, capacity, ownership, authority, and ability to
   transfer each scheduled asset.
2. Define the assigned property by asset, jurisdiction, registration or
   application number, version, class, domain, repository, know-how category, and
   related goodwill or business where required.
3. State whether the transfer covers all or specified rights, current and future
   rights, continuations, divisions, renewals, extensions, causes of action,
   recoveries, priority rights, and tangible embodiments.
4. Exclude retained assets, licences, fields, territories, improvements, data,
   third-party material, and background IP explicitly.
5. Address consideration, taxes, withholding, allocation, completion mechanics,
   conditions, effective time, delivery, access, credentials, and records.
6. Allocate prosecution, maintenance, recordal, enforcement, defence, cooperation,
   signatures, powers of attorney, costs, and further-assurance duties.
7. Address author or inventor rights, attribution, integrity, remuneration,
   statutory royalties, waiver limits, and employee or contractor formalities
   under current local law.
8. Include proportionate title, authority, non-infringement, encumbrance,
   litigation, validity, and disclosure warranties with negotiated qualifiers.
9. Preserve confidentiality and trade-secret safeguards during transfer.
10. Check writing, signature, witness, notarisation, legalisation, stamp, tax,
    consent, filing, and registry recordal requirements in every jurisdiction.

## Output

Provide the assignment, asset and exclusion schedules, title-gap list, execution
and completion checklist, recordal matrix, and post-completion action calendar.

## Guardrails

Do not describe unidentified IP as safely transferred, assume an employer owns
all work, waive non-waivable rights, transfer third-party or open-source rights,
or promise validity. Flag conflicts with existing licences, grants, security,
funding terms, standards commitments, joint ownership, and change-of-control rules.