Deed of IP Assignment

[Company Name]
ACN [insert]

and

[Assignor Name]

[Disclaimer: This document is intended to serve as a starting point only. It

should be carefully considered and tailored to meet your specific commercial
requirements and circumstances. This document, and any guidance note
within this document, must not be relied on as legal advice and we recommend
that you seek professional legal advice to ensure that this document is
suitable for your specific situation]
Table of Contents
1.​ Definitions and Interpretation​ 2
1.1​ Definitions​ 2
1.2​ Interpretation​ 3
2.​ Assignment​ 4
3.​ Moral Rights​ 4
4.​ General​ 5
4.1​ Notices​ 5
4.2​ Further assurances​ 5
4.3​ Variation​ 5
4.4​ No assignment​ 5
4.5​ Counterparts​ 5
4.6​ Relationship between the parties​ 5
4.7​ Legal expenses and stamp duty​ 6
4.8​ Entire agreement​ 6
4.9​ Invalidity​ 6
4.10​ Waiver​ 6
4.11​ Governing law and jurisdiction​ 7
Deed of IP Assignment
Date​

Parties
1.​ [Company name] ACN [ACN] of [address], [state] (Assignee)

2.​ [Name] of [address], [state] (Assignor)

Background
A.​ The Assignor has provided services to the Assignee or a Related Body
Corporate of the Assignee (if any).

B.​ During the period in which the Assignor provided services to the Assignee or
any of the Assignee's Related Bodies Corporate, the Assignor may have
contributed to, or will contribute to, or otherwise has been involved in the
development of the Intellectual Property, Software, Source Code and
Documentation.

C.​ The Assignor wishes to:

(a)​ record that Assignee has at all times been and will be the legal and
beneficial owner of the Intellectual Property, Software, Source Code and
Documentation;

(b)​ assign to the Assignee all right, title and interest it may have the
Intellectual Property, Software, Source Code and Documentation; and

(c)​ waive all Moral Rights it may have in relation to the Works.

Operative part

1.​ Definitions and Interpretation

1.1​ Definitions

In this Deed, unless the context indicates a contrary intention:

Business means the business of the Assignee or any of the Assignee's Related
Bodies Corporate, as at the date of this Deed being [insert].

Business Day means a day on which banks are open for general banking
business in Sydney, excluding Saturdays and Sundays.

Deed means this deed including the background, and schedules, and any
annexures.
​ 3

Documentation means documentation, material, information and notes

associated with the Intellectual Property, Software and Source Code, in
whatever form, including functional, technical and user information, manuals,
reports, designs, drawings, graphics, pictures, specifications, data and files,
developed or produced by the Assignor or on his behalf as a result of or in
connection with the Intellectual Property, Software or Source Code.

Intellectual Property means all intellectual and industrial property rights and
interests of whatever nature throughout the world conferred under statute,
common law or equity, whether existing now or at any time in the future, and
includes rights in respect of, or in connection with copyright, trade marks,
service marks, inventions, brand names, product names, domain names,
designs, patents, semiconductor and circuit layout rights, confidential
information, trade secrets, know-how, business or company names, or other
proprietary rights (whether registered or not registrable), and any rights to
registration of such rights, that are related to or in any way connected or
contained in the Business, Software, Source Code or Documentation, whether
now existing or created after the date of this Deed.

Moral Rights means the right of attribution of authorship, the right not to have
authorship falsely attributed and the right of integrity of authorship, as defined
and as set out under Part IX of the Copyright Act 1968 (Cth) and any foreign
corresponding rights.

Related Body Corporate has the meaning given to that term in section 9 of the
Corporations Act 2001 (Cth).

Software means all software or computer programs developed or created by or

on behalf of the Assignor at the request or for the use of the Assignee or any of
the Assignee's Related Bodies Corporate or arising in the course of, or in
connection with such development or creation and all enhancements,
developments, improvements, revisions and updates to that software made on
or before this Deed, or created after the date of this Deed.

Source Code means:

(a)​ source code and other material of the Software or any part or module of
the Software necessary to produce the Software in a form capable of
being used on a computer, whether by compilation, run time execution or
other methods; and

(b)​ any instruction(s) or other statements (including comments), make files,

scripts and related documentation necessary to understand the source
material.

Work means anything created by the Assignor under or in connection with the
Assignor’s engagement by the Assignee or a Related Body Corporate of the
Assignee (if any).

1.2​ Interpretation

In this Deed, unless the context indicates a contrary intention:

3
​ 4

(documents) a reference to this Deed or another document includes any

document which varies, supplements, replaces, assigns or novates this Deed or
that other document.

(headings) clause headings and the table of contents are inserted for
convenience only and do not affect interpretation of this Deed.

(party) a reference to a party to a document includes that party’s personal

representatives, executors, administrators, successors, substitutes (including
persons taking by novation) and permitted assigns.

(including) including and includes are not words of limitation, and a list of
examples is not limited to those items or to items of a similar kind.

(corresponding meanings) a word that is derived from a defined word has a

corresponding meaning.

(gender) words importing one gender include all other genders.

(rules of construction) neither this Deed nor any part of it is to be construed

against a party on the basis that the party or its lawyers were responsible for its
drafting.

(legislation) a reference to any legislation or provision of legislation includes all

amendments, consolidations or replacements and all regulations or instruments
issued under it.

(time and date) a reference to a time or date in connection with the

performance of an obligation by a party is a reference to the time and date in
Sydney, Australia, even if the obligation is to be performed elsewhere.

2.​ Assignment
(a)​ The Assignor hereby assigns to the Assignee or any assignee nominated
by it absolutely and beneficially, including by way of a present
assignment of future rights in, the whole of the right, title and interest in
and to the Intellectual Property, Software, Source Code, and
Documentation.

(b)​ The Assignor irrevocably agrees to promptly execute all documents,

forms and authorisations and do all acts and things that the Assignee
considers to be necessary or desirable to give effect to this Deed and to
absolutely vest in the Assignee full right, title and interest in and to all of
the Intellectual Property, Software, Source Code, and Documentation.

(c)​ Without limiting this clause 2, any action taken by the Assignee or any of
the Assignee’s Related Bodies Corporate while the Assignor was the legal
or beneficial owner of any of the Intellectual Property, Software, Source
Code, and Documentation is hereby ratified by the Assignor (including
the creation of rights in respect of the Intellectual Property).

4
​ 5

3.​ Moral Rights

(a)​ The Assignor consents to any act or omission by or on behalf of the
Assignee or a Related Body Corporate of the Assignee (whether
occurring before or after this consent is given) which infringes or may
infringe any of the Moral Rights the Assignor may have in relation to any
Works made by the Assignor.

(b)​ The Assignor waives its right to bring any Moral Rights claim against the
Assignee or any of the Assignee’s Related Bodies Corporate.

(c)​ The Assignor’s consent under clause 3(a) extends to:

(i)​ the Assignor’s licensees and successors in title in respect of the

Works; and

(ii)​ any person authorised by the Assignor or its licensees or

successors in title to do acts comprised in the copyright for the
Works.

(d)​ The Assignor acknowledges that the consent in clause 3(a) is a genuine
consent given under Part IX of the Copyright Act 1968 (Cth) and has not
been induced by duress or any false or misleading statement.

4.​ General
4.1​ Notices

(a)​ A notice is taken to be given or made:

(i)​ when the sender receives an email acknowledgement from the

recipient's information system showing the notice has been
delivered to the recipient's email address;

(ii)​ when the notice enters an information system controlled by the

recipient; or

(iii)​ when the notice is first opened or read by the recipient,

whichever occurs first.

(b)​ If under clause 4.1(a) a notice would be taken to be given or made on a

day that is not a Business Day in the place to which the notice is sent, or
later than 4 pm (local time), it will be taken to have been given or made at
the start of business on the next Business Day in that place.

4.2​ Further assurances

Each party must promptly execute all documents and do all other things
reasonably necessary or desirable to give effect to the arrangements recorded
in this Deed.

4.3​ Variation

5
​ 6

A provision of this Deed can only be varied by a later written document

executed by or on behalf of all parties.

4.4​ No assignment

A party cannot assign or otherwise transfer its rights under this Deed without
the prior written consent of the other party.

4.5​ Counterparts

This Deed may be executed in any number of counterparts. All counterparts

taken together constitute one instrument.

4.6​ Relationship between the parties

(a)​ Nothing in this deed:

(i)​ constitutes a partnership between the parties; or

(ii)​ except as expressly provided, makes a party an agent of another

party for any purpose.

(b)​ A party may not in any way or for any purpose:

(i)​ bind another party; or

(ii)​ contract in the name of another party.

(c)​ If a party must fulfil an obligation and that party is dependent on another
party, then that other party must do each thing reasonably within its
power to assist the other in the performance of that obligation.

4.7​ Legal expenses and stamp duty

(a)​ Each party must pay its own legal costs and disbursements in connection
with the negotiation, preparation, execution and carrying into effect of
this Deed.

(b)​ The Assignee must pay all stamp duty assessed on or in relation to this
Deed and any instrument or transaction required by or necessary to give
effect to this Deed.

4.8​ Entire agreement

The contents of this Deed constitute the entire agreement between the parties
and supersede any prior negotiations, representations, understandings or
arrangements made between the parties regarding the subject matter of this
Deed, whether orally or in writing.

4.9​ Invalidity

(a)​ A word or provision must be read down if:

6
​ 7

(i)​ this Deed is void, voidable, or unenforceable if it is not read down;

(ii)​ this Deed will not be void, voidable or unenforceable if it is read

down; and

(iii)​ the provision is capable of being read down.

(b)​ A word or provision must be severed if:

(i)​ despite the operation of clause 4.9(a), the provision is void,

voidable or unenforceable if it is not severed; and

(ii)​ this Deed will be void, voidable or unenforceable if it is not

severed.

(c)​ The remainder of this Deed has full effect even if clause 4.9(b)(i) or
4.9(b)(ii) applies.

4.10​ Waiver

A right or remedy created by this Deed cannot be waived except in writing

signed by the party entitled to that right. Delay by a party in exercising a right or
remedy does not constitute a waiver of that right or remedy, nor does a waiver
(either wholly or in part) by a party of a right operate as a subsequent waiver of
the same right or of any other right of that party.

4.11​ Governing law and jurisdiction

(a)​ The laws applicable in New South Wales govern this Deed.

(b)​ The parties submit to the non-exclusive jurisdiction of the courts of New
South Wales and any courts competent to hear appeals from those
courts.

7
​ 8

Executed as a deed

Executed by [insert] Pty Ltd ACN )

[insert] in accordance with )
section 127 of the Corporations Act )
2001 (Cth) by: )

​ ​
Signature of Director Signature of Director/Secretary

​ ​
Print name of Director Print name of Director/Secretary

Signed, sealed and delivered by )

[insert] in the presence of: )
)

​ ​
Signature of Witness Signature of [insert]

​
Print name of Witness