Invention Assignment Agreement (UK)
This Invention Assignment Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[Assignor Name], [Who Assignor], with address at [Assignor Address], [Assignor City], [Assignor County], [Assignor Postcode], England (hereinafter referred to as the “Assignor” or “Inventor”); and
[Assignee Name], [Who Assignee], registered in England and Wales under Companies House number [Assignee Reg No.], with its registered address at [Assignee Address], [Assignee City], [Assignee County], [Assignee Postcode], England (hereinafter referred to as the “Assignee”).
The Assignor and the Assignee are referred to collectively in this Agreement as the “Parties” and individually as a “Party”. The Parties are in the relationship of [Relationship Type].
BACKGROUND
WHEREAS, the Assignor has conceived, developed, or contributed to the invention known as “[Invention Title]” as more particularly described in Schedule 1 to this Agreement (the “Invention”); and
WHEREAS, the Assignee wishes to acquire all right, title, and interest in and to the Invention and all associated intellectual property rights, and the Assignor wishes to assign such rights to the Assignee on the terms and conditions set out in this Agreement;
NOW, THEREFORE, in consideration of the sum of £[Consideration Amount] ([Consideration Terms]) and the mutual obligations set out herein, the receipt and sufficiency of which the Assignor hereby acknowledges, the Parties agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following terms shall have the meanings set out below:
- “Invention” means the invention entitled “[Invention Title]”, as described in Schedule 1 and including all modifications, improvements, and derivative developments thereof.
- “Assigned IP” means all intellectual property rights in and relating to the Invention, including patent rights, [Related I P Types], and all applications and registrations therefor, whether existing at the Effective Date or arising thereafter.
- “IPO” means the Intellectual Property Office of the United Kingdom.
- “Patents Act” means the Patents Act 1977 (as amended).
2. ASSIGNMENT OF INVENTION AND INTELLECTUAL PROPERTY
2.1 In consideration of the payment of £[Consideration Amount] ([Consideration Terms]), the Assignor hereby assigns to the Assignee absolutely and with full title guarantee, by way of present and future assignment, all right, title, benefit, and interest in and to the Invention and all Assigned IP, including:
- all existing and future patent rights in the Invention, including the right to apply for patents and other equivalent protections in any jurisdiction, to be assigned pursuant to section 30 of the Patents Act 1977;
- all associated copyright and related rights in technical drawings, specifications, prototypes, source code, and documentation, to be assigned pursuant to section 90 of the Copyright, Designs and Patents Act 1988 (CDPA 1988);
- all trade secrets, know-how, and confidential information relating to the Invention;
- all rights to bring proceedings and recover damages for past infringement of the Assigned IP; and
- the right to apply for registration of any of the Assigned IP in any jurisdiction worldwide.
2.2 The Assignor shall, at the Assignee’s reasonable cost, promptly execute all documents (including formal patent assignment forms for filing at the IPO) and take all such steps as the Assignee may require to perfect the assignment, register the change of ownership at the IPO and any other relevant registry, and enforce the Assigned IP.
2.3 The assignment is made with full title guarantee, implying (pursuant to the Law of Property (Miscellaneous Provisions) Act 1994) that the Assignor has the right to dispose of the Assigned IP, the Assignee will have quiet enjoyment, and the Assigned IP is free from encumbrances.
2.4 The Assignor confirms that, to the extent the Invention was created in the course of employment, the assignment is made with acknowledgment of the provisions of sections 39 to 42 of the Patents Act 1977, and the Assignor does not assert any entitlement to compensation under section 40 of that Act beyond the consideration specified in this Agreement.
3. ASSIGNOR’S WARRANTIES AND REPRESENTATIONS
3.1 The Assignor warrants and represents to the Assignee that, as at the Effective Date:
- the Assignor is the sole and original inventor (or one of the inventors) of the Invention and has full right, title, and authority to assign the Assigned IP to the Assignee;
- the Assigned IP is free from all encumbrances, licences, charges, liens, or other adverse interests save as disclosed in writing to the Assignee prior to the Effective Date;
- the Assignor has not assigned, transferred, or licensed the Assigned IP or any part thereof to any third party;
- to the best of the Assignor’s knowledge, the Invention is novel and does not infringe any existing patent, registered design, or other intellectual property right of any third party;
- no co-inventor other than the Assignor holds rights in the Invention, save as disclosed in writing to the Assignee; and
- the creation of the Invention did not require the use of any third-party proprietary information that could give rise to a claim by that third party.
3.2 The Assignor shall indemnify and hold harmless the Assignee from and against any claims, losses, damages, costs, and expenses arising from any breach of the warranties in clause 6.1.
4. CONFIDENTIALITY
4.1 The Assignor shall keep confidential all know-how, trade secrets, technical information, and other confidential information relating to the Invention and shall not disclose any such information to any third party without the Assignee’s prior written consent.
4.2 This obligation of confidentiality shall survive the termination or expiry of this Agreement and shall continue for so long as the relevant information remains confidential.
5. FURTHER ASSURANCE
5.1 The Assignor shall at the Assignee’s cost execute all documents and take all steps as the Assignee may from time to time reasonably require to perfect the assignment, register the Assigned IP in the Assignee’s name at the IPO and any other registry, and support the prosecution, maintenance, and enforcement of all patent applications and patents.
5.2 The Assignor hereby appoints the Assignee as its attorney for the purposes of executing any document required under clause 8.1 should the Assignor fail to do so within a reasonable time of being requested.
6. GENERAL PROVISIONS
6.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
6.2 Amendment. No amendment shall be effective unless in writing and signed by both Parties.
6.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.
6.4 Third Party Rights. A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
6.5 Notices. Notices shall be in writing and may be sent by email to: Assignor: [Assignor Email]; Assignee: [Assignee Email].
6.6 Counterparts. This Agreement may be executed in counterparts, each an original, and together constituting one instrument.
7. GOVERNING LAW AND JURISDICTION
7.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
7.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1 — DESCRIPTION OF THE INVENTION
Invention Title: [Invention Title]
Technical Description: [Invention Description]
Associated IP Rights: [Related I P Types]
IN WITNESS WHEREOF, the Parties have executed this Invention Assignment Agreement as of the Effective Date first written above.
THE ASSIGNOR / INVENTOR
Full name: [Assignor Name]
Address: [Assignor Address], [Assignor City], [Assignor County], [Assignor Postcode], England
THE ASSIGNEE
Full name: [Assignee Name]
Address: [Assignee Address], [Assignee City], [Assignee County], [Assignee Postcode], England
Assignor / Inventor
________________
Signature
Date: ________________
Assignee
________________
Signature
Date: ________________
What Is a Invention Assignment Agreement (UK)?
An Invention Assignment Agreement in the United Kingdom transfers the intellectual-property rights from one owner to another and records exactly which rights pass, and takes its legal force from the Patents Act 1977.
The legal framework for invention assignments in England and Wales is primarily contained in the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 (CDPA 1988). Section 30 of the Patents Act 1977 authorises the assignment of patents and patent applications, requiring the assignment to be in writing and signed by the assignor. Sections 39 to 42 of the same Act govern the default ownership of inventions made by employees — inventions made in the normal course of an employee's duties vest automatically in the employer, whereas inventions made by independent contractors vest in the contractor unless assigned in writing. Copyright in associated technical works (drawings, source code, specifications) is governed by section 11(2) of the CDPA 1988 for employees (vesting in the employer) but belongs to the contractor for freelance work unless separately assigned.
A well-drafted Invention Assignment Agreement should address not only the patent rights themselves but also the full constellation of associated IP rights: copyright in technical drawings, source code, and documentation; design rights in the physical embodiment of the invention; trade secrets and know-how that cannot be protected by patents; and the right to apply for further protection (including PCT international patent applications) in any jurisdiction worldwide. Without capturing all of these rights, a company may find that it owns the patent but cannot freely exploit the underlying technology because it does not own the associated copyright or trade secret rights.
The legal framework governing the Invention Assignment Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Invention Assignment Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Patents Act 1977 sets the foundational requirements.
When Do You Need a Invention Assignment Agreement (UK)?
An Invention Assignment Agreement is needed in any situation where a company or individual wishes to confirm they have clear legal ownership of an invention, particularly where there is a risk that the automatic vesting provisions of the Patents Act 1977 may not apply.
The most common situations requiring a written invention assignment in England and Wales include: engaging an independent contractor, freelance engineer, or external research organisation to develop a new product, technology, or process — as contractor-created inventions do not automatically vest in the commissioning company; a founder or key employee assigning an invention they developed before the company was incorporated (or during a transition period) to the company, to confirm the company (rather than the individual) holds clear title; a research collaboration or joint development arrangement between two companies, where the agreement allocates ownership of inventions arising from the collaboration; a university spin-out or technology transfer, where a researcher assigns their rights in an invention to a spin-out company or licensing vehicle; a company acquiring a business or specific technology assets, where the target company's inventors need to execute formal assignments to confirm clean title transfers to the acquirer; and an employee whose invention falls outside the automatic vesting provisions of section 39(1) of the Patents Act 1977 and therefore belongs to the employee personally.
Even where an invention is likely to vest in the employer automatically under section 39(1) of the Patents Act 1977, obtaining a formal written assignment is advisable in commercially important cases. This provides a clean paper trail, removes any uncertainty about the scope of the employer's rights, and confirms the inventor has acknowledged the transfer — which can significantly simplify patent prosecution and enforcement proceedings.
Parties in United Kingdom should prepare a Invention Assignment Agreement (UK) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Invention Assignment Agreement (UK)
A well-drafted Invention Assignment Agreement for use in England and Wales must include several critical provisions that address both the specific requirements of the Patents Act 1977 and the CDPA 1988 and the broader commercial needs of the parties.
The description of the invention is the most important provision. It must identify the invention with sufficient technical specificity to avoid any ambiguity about what is being assigned. This typically means providing a title for the invention, a technical description that is accurate enough to distinguish the invention from prior art, and references to any patent applications already filed (including application numbers and filing dates). For complex inventions, attaching a separate technical disclosure or draft patent specification as a schedule is good practice.
The statutory assignment clauses must satisfy the formal requirements of section 30 of the Patents Act 1977 (for patent rights) and section 90(3) of the CDPA 1988 (for copyright works). Both require the assignment to be in writing and signed by the assignor. The agreement should also address the assignment of design rights, trade secrets, and know-how associated with the invention to confirm the assignee obtains a complete and commercially usable bundle of IP rights.
The employee invention provisions should acknowledge the provisions of sections 39 to 42 of the Patents Act 1977 and, where the assignor is an employee whose invention is within the scope of section 39(1), should confirm that the assignment supplements rather than replaces the employer's statutory rights. Where the assignor is a contractor, the assignment should make clear that there is no dispute about ownership and that the assignor confirms they are the sole inventor and owner.
The further assurance clause is essential to confirm the assignor will cooperate with all steps needed to register the assignment at the UKIPO (on Form Patents Form 21), to prosecute patent applications, and to execute any additional documents needed to perfect the title. The clause should include a power of attorney enabling the assignee to act in the assignor's name if the assignor is unavailable or refuses to cooperate.
Additional compliance elements for a Invention Assignment Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/intellectual-property/invention-assignment-uk}},
note = {Free legal document template. Based on Patents Act 1977}
}Also available for these jurisdictions:
Frequently Asked Questions
The ownership of inventions made by employees in England and Wales is governed by sections 39 to 42 of the Patents Act 1977. Section 39(1) provides that an invention made by an employee belongs to the employer if: (a) the invention was made in the normal course of the employee's duties or in the course of duties specifically assigned to the employee, and the circumstances were such that an invention might reasonably be expected to result from those duties; or (b) the invention was made in the course of the employee's duties and, at the time of making the invention, the employee had a special obligation to further the interests of the employer's undertaking — this applies typically to senior employees or directors. Where an employee's invention does not fall within section 39(1), it belongs to the employee. This is a common source of dispute in technology companies and start-ups, particularly where senior engineers or scientists create valuable inventions outside their immediate job description. It is essential for companies to confirm that employment contracts, IP assignment agreements, and invention disclosure procedures clearly establish which inventions are employer-owned and to obtain written assignments for any inventions that arise outside the automatic vesting provisions of section 39.
Yes. Section 40 of the Patents Act 1977 gives an employee inventor the right to apply to the court or the Comptroller of Patents for additional compensation where: (a) the invention belongs to the employer under section 39(1); (b) a patent has been granted for the invention; and (c) the patent is of outstanding benefit to the employer, having regard to the size and nature of the employer's undertaking. The courts have interpreted 'outstanding benefit' as a high threshold — it must be substantially above the normal expected value of an employee's contribution. In determining the level of compensation, the court takes into account the nature of the employee's duties, their remuneration, and the effort and skill involved. Section 40 compensation is relatively rare in practice because the threshold of 'outstanding benefit' is demanding, but it remains a statutory right that employers cannot contract out of — any agreement purporting to exclude or limit these rights before the grant of the patent is void under section 42(2) of the Patents Act 1977. An invention assignment agreement that includes fair consideration, negotiated and agreed after the invention is made, is generally more well-structured in mitigating section 40 risks.
No. The automatic vesting provisions of sections 39 to 42 of the Patents Act 1977 apply only to employees, not to independent contractors or freelancers. An invention made by a contractor belongs to the contractor unless it is expressly assigned in writing. This is one of the most common and commercially significant IP traps for companies in England and Wales. A company that commissions a contractor to develop a new technology, product, or software application does not automatically own the resulting invention or any associated patents — even if it has fully funded the development, specified the requirements, and directed the work. Without a written assignment signed by the contractor, the company will have only an implied licence to use the IP in connection with the specific project, and even that implied licence may be narrower than the company assumes. The practical consequences can be severe: a company may find it cannot exploit, licence, or sell the invention without the contractor's consent; it cannot register a patent in its own name; and it may face infringement claims if it uses the technology in ways not covered by the implied licence. A properly drafted invention assignment agreement, executed before or promptly after the commencement of the contractor relationship, is essential to protect the company's investment.
The registration of a patent assignment at the Intellectual Property Office (UKIPO) is governed by sections 30 to 33 of the Patents Act 1977. Section 30(6) requires that an assignment of a patent or patent application must be in writing and signed by or on behalf of the assignor. The assignment takes effect between the parties when the formalities are satisfied — registration at the UKIPO is not required for the assignment to be effective as between the parties, but it is critically important for third-party purposes. Section 33 of the Patents Act 1977 provides that where a patent is assigned but the assignment is not registered at the UKIPO, a subsequent assignee who takes the patent in good faith and without notice of the earlier unregistered assignment, and who registers their assignment first, may take priority over the earlier assignee. This is known as the 'first to register' priority rule for patents. To register a patent assignment, the parties must submit Form Patents Form 21 (Assignment) to the UKIPO along with the written assignment agreement or an extract thereof. The UKIPO charges a nominal fee for recording the assignment. This template includes an obligation on the assignor to cooperate with the registration of the assignment at the UKIPO.
An invention typically generates multiple overlapping categories of intellectual property rights beyond the patent rights themselves, and a detailed invention assignment agreement should address all of them. Copyright subsists automatically in all original literary, artistic, and technical works created in the course of developing the invention — this includes software source code and object code (protected as a literary work under section 3 of the CDPA 1988), technical drawings and engineering diagrams (protected as artistic works), written specifications and reports, and database content. Copyright in these works vests automatically in the author (or the employer if created in the course of employment under section 11(2) CDPA 1988), but a contractor-created copyright work belongs to the contractor unless assigned in writing. Design rights (both registered and unregistered) may subsist in the physical appearance and configuration of the invention, particularly if it has a distinctive shape or surface decoration. Trade secrets and know-how — the unpatented technical information, manufacturing processes, and confidential expertise associated with developing and implementing the invention — are valuable commercial assets that do not expire, unlike patents. A well-drafted invention assignment should capture all of these rights, not just the patent rights, to give the assignee a complete and commercially usable bundle of IP.
Yes. An invention assignment agreement can include a 'future inventions and improvements' clause that extends the assignment to cover modifications, improvements, and derivative inventions developed by the assignor after the Effective Date of the agreement. Under English law, a present assignment of future property is recognised in equity — once the future invention comes into existence, the assignee takes equitable title automatically without any further act being required (Tailby v Official Receiver [1888]). For patent purposes, the present assignment of a future patent application or patent takes effect pursuant to section 30 of the Patents Act 1977 and under the principle of equitable assignment. However, a future inventions clause must be carefully drafted to balance the parties' interests. An overly broad clause (for example, purporting to assign all inventions ever made by a freelance inventor) may be unenforceable as an unreasonable restraint of trade or contrary to public policy. The clause should be limited to inventions that are genuinely connected with the subject matter of the parties' commercial relationship — for example, improvements to the specific invention being assigned, or inventions made in connection with the assignor's role or services for the assignee.
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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