An assignment is used whenever one party wants to sell some or all of the intellectual property rights in a design to another party. An assignment is used to confirm a transfer of ownership og the intellectual property rights assigned, leaving the original owner with no further rights. If the IP in question has previously been paid for the rights are sold for £1 to ensure that the assignment is legal. Where they are being sold for a price the value should be inserted. Careful thought should be given to the value of the intellectual property rights in a design whenever the rights are being sold for their full value in an ‘arm’s length transaction’ (such as on the sale of a business), rather than for a nominal amount as in these agreements. Assignments can also be used to transfer some of the intellectual property rights in a design only, as well as to grant rights in relation to certain activities (such as manufacturing only) or for certain products (e.g. to use a copyright work for clothing designs only).

The Assignment of Intellectual Property Rights In An Unregistered Design Agreement is a straightforward assignment for £1 of the intellectual property rights in a design or list of designs which are already in existence at the date of the agreement, and is a general assignment of all rights in a design. Representations of the design or designs being sold should be attached in the schedule at the end of the agreement. It is expressed to be between a Designer and the Assignee, so would be appropriate for the situation where the Assignee has requested certain designs from the Designer. It is therefore always advisable in a commission situation to obtain a written assignment of the intellectual property rights from the designer in order to ensure that there is no dispute about who was intended to own the intellectual property rights later on.

Examples of where you might use an Assignment of Unregistered Designs Agreement:

• When you have commissioned someone to produce a design for you or you are buying a design from another party.
• If you are paying for a design which is not registered and has been produced by an independent designer who is not directly employed by you, to ensure that you have ownership of the unregistered rights in the design.

How to use an Assignment of Unregistered Designs Agreement:

This Agreement is a standard form precedent so you will need to insert your details.

Ensure you have used all clauses required, and deleted those that aren’t.

The assignment states £1. Obtain legal advice if updating to an agreed fee.

The agreement should be signed and returned to you before you proceed with the arrangement.

Tip: Save the document to the ACID IP Databank for that all-important audit trail!

Remember: This is a generic legal agreement and therefore some parts may not be appropriate for your specific circumstances. We strongly advise you check the final draft with your solicitor or ACID Legal Affiliate to ensure that the document suits your particular circumstances.

No liability is accepted by ACID or any ACID Accredited Law Firm.