IP assignment
IP assignment is the full transfer of ownership of intellectual property from one party (the assignor) to another (the assignee). It is not a license. After an assignment, the assignor no longer owns the IP — they cannot license it, use it, or transfer it again. Assignment is the deed-style transaction of the IP world: a buyer pays a price, the seller signs over the asset, and ownership shifts permanently.
How IP assignment applies in practice
An assignment is usually structured as either part of a broader transaction (M&A, product sale, employment terms) or as a stand-alone deal where one party is exiting and another wants the asset cleanly. The agreement looks very different from a license — the focus shifts from defining use rights to verifying ownership, warranting non-infringement, and handling the registered side of the IP correctly.
- Asset schedule. A precise list of what is being assigned — software, code repositories, patents (by number), trademarks (by registration), trade secrets (by description), associated documentation.
- Warranties of ownership. The assignor warrants that they own the IP free and clear, have the right to assign it, and that no third party has prior claims.
- Non-infringement. The assignor warrants that the IP does not, to their knowledge, infringe the rights of third parties.
- Purchase price and terms. Fixed sum, earn-out, or a combination — paid at closing or over time.
- Retained rights. Sometimes the assignor keeps a non-exclusive license back for internal use; sometimes not. Always explicit.
- Recordation. For registered IP (patents, trademarks), the assignment must be recorded with the relevant office to be fully effective against third parties.
Why IP assignment matters
Assignment is the cleanest possible IP transaction and the most consequential. After signing, the seller is out — no royalties, no future revenue, no leverage if the IP turns out to be more valuable than expected. For sellers, the discipline is being sure that the upfront payment compensates for the entire future value, including the optionality of future licensing deals that will never happen. For buyers, the discipline is diligence: verifying that ownership is clean, no prior licenses encumber the IP, and the warranties actually mean something.
For IP-first companies, assignment is rarely the default — it forecloses the recurring revenue that makes licensing models work. Where it does happen, it is usually for IP that no longer fits the strategy, or as part of a larger transaction where the buyer demands ownership for their own strategic reasons. The pricing should reflect that strategic asymmetry.
Closely related concepts
IP licensing
The alternative structure — keep ownership, license the use.
Exclusive license
The closest licensing structure to assignment, without the ownership transfer.
Master license agreement
The structure for ongoing relationships rather than one-time transfers.
Royalty rate
The recurring economic structure that assignment forecloses.
White-label license
Often the more efficient alternative to assignment for embedding IP in a buyer's product.
Applied AI
A common subject of modern assignment transactions in M&A.
Common questions about IP assignment
Assignment vs license?
A license is a permission slip; assignment is a deed. After an assignment the assignor no longer owns the IP. After a license the licensor still owns everything.
When is assignment the right structure?
When the IP no longer fits the seller's strategy and a buyer wants full control — M&A, work-for-hire, exit from a product line, or an acquirer consolidating IP ownership cleanly.
What's in an assignment agreement?
Clear identification of the IP (with schedules), warranties of ownership and non-infringement, indemnification, the purchase price, any retained rights, and recording requirements for registered IP.
Does AMG assign IP, or just license it?
Primarily we license. Assignment is reserved for cases where the IP no longer fits AMG's strategy and a buyer is willing to pay a price that reflects the loss of ongoing royalty potential.
Considering buying or selling IP outright?
See the AMG IP portfolio and reach out about an assignment or license.