Invention Assignment Agreement (New Zealand)
Invention Assignment Agreement
This Invention Assignment Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
Parties
[Assignor Name], residing or registered at [Assignor Address], [Assignor City], [Assignor Postcode], New Zealand (hereinafter referred to as the “Assignor”); and
[Assignee Name] (NZBN: [Assignee NZBN]), with its registered or principal address at [Assignee Address], [Assignee City], [Assignee Postcode], New Zealand (hereinafter referred to as the “Assignee”).
The Assignor and the Assignee are referred to collectively as the “Parties” and individually as a “Party”.
Background
BACKGROUND
WHEREAS, the Assignor has invented or co-invented certain technology and inventions known as “[Invention Title]” in the field of [Technical Field]; and
WHEREAS, the Assignee wishes to acquire full ownership of all intellectual property rights in and to the Invention on the terms set out in this Agreement;
NOW, THEREFORE, in consideration of [Consideration] and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
1. DEFINITIONS
1.1 In this Agreement:
“Invention” means [Invention Title], being [Invention Description], together with all improvements, modifications, and derivative works thereto.
“Intellectual Property Rights” means all patents, patent applications, utility models, copyright, trade marks, trade secrets, know-how, and any other intellectual property or proprietary rights existing in New Zealand or anywhere in the world, whether registered or unregistered.
“Patents Act” means the Patents Act 2013 (NZ), as amended from time to time.
“CCLA” means the Contract and Commercial Law Act 2017 (NZ), which governs the formation and enforcement of this Agreement.
2. Assignment
2. ASSIGNMENT OF INVENTION
2.1 The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee all right, title, and interest in and to the Invention and all Intellectual Property Rights therein, including without limitation:
(a) all existing and future patents and patent applications in New Zealand under the Patents Act 2013 and in all other countries of the world;
(b) all copyright in any works created in connection with the Invention, pursuant to the Copyright Act 1994 (NZ);
(c) all trade secret rights and confidential information relating to the Invention; and
(d) all rights to apply for, register, renew, and enforce any of the foregoing Intellectual Property Rights worldwide.
2.2 This assignment is effective as of the Effective Date and applies to all jurisdictions worldwide.
2.3 The Assignor warrants that they are the sole and lawful owner of the Invention (or, where co-invented, that they have authority to assign their interest) and that the Invention does not infringe the intellectual property rights of any third party.
4. Consideration
3. CONSIDERATION
3.1 Consideration type: [Consideration Type]. In consideration of the assignment set out in clause 2, the Assignee shall provide to the Assignor the following: [Consideration].
3.2 The Assignor acknowledges receipt of the consideration described in clause 4.1 and agrees that it constitutes full and adequate compensation for the assignment of all rights in the Invention.
3.3 Unless otherwise agreed in writing, the Assignor is not entitled to any royalties, profit-sharing, or other remuneration from the Assignee’s exploitation of the Invention after the Effective Date.
7. Confidentiality
4. CONFIDENTIALITY
4.1 The Assignor agrees to keep confidential all technical details, know-how, and trade secrets relating to the Invention and shall not disclose such information to any third party without the prior written consent of the Assignee.
4.2 This obligation of confidentiality shall survive the termination of this Agreement and any employment or engagement between the Parties.
8. Warranties
5. WARRANTIES AND REPRESENTATIONS
5.1 The Assignor warrants and represents that:
(a) the Assignor is entitled to assign the Invention and has full power and authority to enter into this Agreement;
(b) the Invention is original and does not, to the best of the Assignor’s knowledge, infringe any intellectual property rights of any third party;
(c) the Invention has not been previously assigned, licensed, or encumbered in any way that would conflict with this Agreement; and
(d) there are no pending claims, disputes, or legal proceedings in relation to the Invention.
9. General Provisions
6. GENERAL PROVISIONS
6.1 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017.
6.2 Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the New Zealand courts to settle any dispute or claim arising out of or in connection with this Agreement.
6.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior representations, agreements, and understandings.
6.4 Amendment. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.
6.5 Notices. Any notice required under this Agreement shall be in writing and may be sent by email to: Assignor: [Assignor Email]; Assignee: [Assignee Email].
6.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force.
Execution
IN WITNESS WHEREOF, the Parties have executed this Invention Assignment Agreement as of the Effective Date first written above.
THE ASSIGNOR
Name: [Assignor Name]
Address: [Assignor Address], [Assignor City], [Assignor Postcode], New Zealand
THE ASSIGNEE
Name: [Assignee Name]
Address: [Assignee Address], [Assignee City], [Assignee Postcode], New Zealand
Assignor
________________
Signature
Date: ________________
Assignee
________________
Signature
Date: ________________
What Is a Invention Assignment Agreement (New Zealand)?
An Invention Assignment Agreement in New Zealand transfers ownership of a specified invention from the assignor to the assignee and confirms the assignee's exclusive rights to it under the Companies Act 1993.
In New Zealand, intellectual property rights in inventions are primarily governed by the Patents Act 2013, which came into force on 13 September 2014, replacing the Patents Act 1953. The Patents Act 2013 aligns New Zealand patent law more closely with international standards, including the Patent Cooperation Treaty (PCT) and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS). Under this Act, a patent may be granted for an invention that is novel, involves an inventive step, and is industrially applicable. Patents granted in New Zealand provide exclusive rights for up to 20 years from the filing date.
The Invention Assignment Agreement also covers associated copyright — governed by the Copyright Act 1994 — trade secrets, and confidential information. The Contract and Commercial Law Act 2017 (CCLA) governs the formation, interpretation, and enforcement of the agreement. The CCLA consolidated multiple previous commercial statutes and provides the legal framework for contractual obligations in New Zealand commercial transactions.
For businesses operating in New Zealand's technology, biotech, agritech, and creative industries, having a strong Invention Assignment Agreement is essential. It confirms that the company has clear, unencumbered title to the intellectual property it needs to commercialise products, secure investment, and protect its competitive position. Without such an agreement, there is a risk that an inventor — particularly an employee or contractor — may retain rights to a valuable invention, creating legal disputes that can be costly and disruptive.
The template is designed for use in New Zealand, incorporates references to relevant New Zealand legislation, uses NZD dollar amounts, and follows New Zealand legal drafting conventions.
When Do You Need a Invention Assignment Agreement (New Zealand)?
An Invention Assignment Agreement is needed in several common situations in New Zealand:
**When hiring employees in R&D or technical roles.** Employers in the technology, engineering, biotech, and manufacturing sectors should use Invention Assignment Agreements to confirm that inventions created by employees in the course of their employment are clearly owned by the company. Even where an employment agreement contains IP assignment clauses, a standalone Invention Assignment Agreement for a specific invention provides additional clarity and evidential weight.
**When engaging independent contractors or consultants.** Unlike employees, contractors do not automatically assign IP to the party that engages them. Under New Zealand law, the default position is that the contractor retains ownership of IP created during the engagement unless there is a written agreement to the contrary. An Invention Assignment Agreement is therefore essential when engaging contractors to develop new technology, software, or other inventions.
**When founders assign inventions to their company.** Startup founders often develop inventions before incorporating their company. An Invention Assignment Agreement records the formal transfer of those inventions — and any associated patent applications — from the founder to the company. This is essential for securing investment and demonstrating that the company holds clear title to its core intellectual property.
**When applying for patents.** IPONZ (Intellectual Property Office of New Zealand) and overseas patent offices require evidence that the applicant has the right to apply for a patent. An Invention Assignment Agreement provides this evidence when the applicant is not the inventor.
**When acquiring a business or technology asset.** In asset purchase transactions involving IP, a formal Invention Assignment Agreement confirms that all rights in the target inventions are properly transferred to the purchaser.
What to Include in Your Invention Assignment Agreement (New Zealand)
A well-drafted New Zealand Invention Assignment Agreement should include the following key elements:
**Parties.** Clearly identify the Assignor (the inventor) and the Assignee (the company or person receiving the invention). For corporate Assignees, include the NZBN (New Zealand Business Number) and registered address.
**Description of the Invention.** A precise description of the invention being assigned, including its title, technical field, and a description of its function and distinguishing features. Ambiguity in the description of the invention can lead to disputes about what was actually assigned.
**Scope of Assignment.** The agreement should assign all Intellectual Property Rights in the invention, including all existing and future patents and patent applications (under the Patents Act 2013), copyright (Copyright Act 1994), trade secrets, and know-how — both in New Zealand and worldwide.
**Patent Application Details.** If a patent application has been filed at IPONZ or internationally via the PCT, the agreement should identify those applications and assign the Assignor's rights in them to the Assignee.
**Consideration.** A valid assignment requires consideration under the Contract and Commercial Law Act 2017. This may be a monetary payment in NZD, continued employment, shares, or a nominal sum.
**Moral Rights Waiver.** Under the Copyright Act 1994, inventors may have moral rights in associated works. The agreement should include a written waiver of those rights to the extent permitted by law.
**Further Assistance.** The Assignor should agree to execute additional documents (such as IPONZ assignment forms) and assist the Assignee in obtaining and enforcing intellectual property rights after the assignment.
**Warranties.** The Assignor should warrant that they have clear title to the invention and that it does not infringe third-party rights.
**Governing Law.** The agreement should specify that it is governed by the laws of New Zealand, including the CCLA 2017 and the Patents Act 2013. The forms-legal.com Invention Assignment Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Invention Assignment Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/intellectual-property/invention-assignment-agreement-new-zealand
"Invention Assignment Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/intellectual-property/invention-assignment-agreement-new-zealand.
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author = {{Forms Legal}},
title = {Invention Assignment Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/intellectual-property/invention-assignment-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
An Invention Assignment Agreement is a legal document by which an inventor permanently transfers all intellectual property rights in their invention to another party, typically an employer or investor. In New Zealand, the agreement transfers patent rights (governed by the Patents Act 2013), copyright (Copyright Act 1994), and trade secrets. Under the Patents Act 2013, a patent grants the holder exclusive rights to commercially exploit an invention for up to 20 years. Without a written assignment, an employee-inventor may retain rights to an invention even if created during employment, unless the invention was made in the course of their normal duties or specifically assigned duties. This agreement removes any ambiguity and requires the company holds clear title to the intellectual property.
Not automatically. Under New Zealand law, the position on employee inventions is nuanced. The Patents Act 2013 does not contain a blanket rule that all inventions made during employment belong to the employer. Whether an employer has rights to an employee's invention depends on the employee's duties, their contract of employment, and the circumstances in which the invention was made. If the invention was made in the course of the employee's normal duties or specifically assigned duties, and it was reasonably expected that an invention would result, the employer may have a claim. However, to avoid disputes, employers should use a written Invention Assignment Agreement. This is particularly important for employees in research and development roles, senior employees, and independent contractors, who do not automatically assign IP without a written agreement.
For an Invention Assignment Agreement to be legally binding under the Contract and Commercial Law Act 2017 (NZ), there must be consideration — something of value exchanged between the parties. Consideration can take many forms: a monetary payment in NZD, continued employment, shares or equity in the company, or even a nominal amount such as NZD $1.00. If the agreement is entered into at the same time as an employment agreement, the employment itself constitutes sufficient consideration. However, if an existing employee is asked to sign an assignment after their employment has commenced, additional consideration — such as a bonus, pay increase, or one-off payment — is strongly recommended to ensure enforceability. A deed does not require consideration and is another option if no consideration is being provided.
Yes. In New Zealand, moral rights are created by the Copyright Act 1994 and apply to copyright works, which may include artistic and literary works created in connection with an invention. Moral rights include the right of attribution (the right to be identified as the author of a work) and the right of integrity (the right to object to derogatory treatment of a work). Unlike copyright, moral rights cannot be assigned, but they can be waived in writing. An Invention Assignment Agreement may include a moral rights waiver clause, by which the inventor agrees not to assert their moral rights against the company or anyone authorised by the company to use the invention and associated works. This is common in commercial IP transactions in New Zealand. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
Any patent applications filed before the assignment date can and should be included in the Invention Assignment Agreement. The agreement assigns not only the invention itself but also all existing and future patent applications and granted patents relating to the invention, whether filed in New Zealand under the Patents Act 2013 or internationally under the Patent Cooperation Treaty (PCT). The Assignee steps into the shoes of the Assignor with respect to those applications and gains the right to prosecute them, claim priority from them, and receive any patents that are granted. The Assignor will typically be required to execute additional documents, such as patent office assignment forms and powers of attorney, to formally record the transfer of the patent applications at IPONZ (Intellectual Property Office of New Zealand).
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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