Intellectual Property Assignment Agreement - Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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DEED OF ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
THIS DEED OF ASSIGNMENT (the "Deed" or "Agreement") is made and entered into this ________ (the "Effective Date") BY AND BETWEEN the following parties:
________, of the following address:
________
hereinafter referred to as the "Assignor" (which expression shall where the context so admits include its successors-in-title, personal representatives and assigns) of the first part;
AND
________, of the following address:
________
hereinafter referred to as the "Assignee" (which expression shall where the context so admits include its successors-in-title, personal representatives and assigns) of the other part.
The Assignor and the Assignee may be individually referred to as a "Party" and collectively referred to as the "Parties".
WHEREAS:
A. The Assignor is engaged by the Assignee in the following capacity: ________, and accordingly there subsists an employer-employee relationship between the Parties.
B. In the course of and within the scope of the Assignor's employment, the Assignor has created or may create inventions, trade secrets, original works of authorship, formulas, designs and other works of intellectual property.
C. The Assignor has agreed to assign to the Assignee all rights, title and interest in and to all such works of intellectual property created by the Assignor for or on behalf of the Assignee within the scope of the Assignor's employment, and the Assignee has agreed to accept the same, upon the terms and conditions herein.
D. This Deed is intended to take effect, and shall be construed, in accordance with the Copyright Act 2022, the Patents and Designs Act, the Trade Marks Act, the Companies and Allied Matters Act 2020 and other applicable laws of the Federal Republic of Nigeria.
NOW THIS DEED WITNESSETH that in consideration of the sum of ________ (the "Assignment Fee") paid by the Assignee to the Assignor (the receipt of which the Assignor hereby acknowledges) and the mutual covenants contained herein, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Deed, unless the context otherwise requires:
"Agreement" or "Deed" means this Deed of Assignment of Intellectual Property Rights together with any schedules and amendments hereto.
"Assignment Date" means ________, being the date on which the Intellectual Property Rights in the Work are transferred to and vested in the Assignee.
"Confidential Information" means all information of whatever nature disclosed by one Party to the other, whether in writing, orally or otherwise, relating to the business, operations, processes or affairs of the Disclosing Party, including Trade Secret Information.
"Disclosing Party" means the Party who discloses Confidential Information or Trade Secret Information to the Receiving Party under this Deed.
"Effective Date" means the date of this Deed as stated above.
"Intellectual Property Rights" means all rights, whether registered or unregistered, in and to trade secrets, trade names, business names, domain names, registered and unregistered trade marks, designs, copyrights, neighbouring rights, patents, inventions, computer programmes and any original Work or any part of derivative works created by the Assignor, together with all rights of action, powers and benefits accruing thereto.
"Receiving Party" means the Party that receives Confidential Information or Trade Secret Information from the Disclosing Party.
"Work" means all designs, formulas, inventions, patterns, copyrights, computer programmes, improvements and all original works of intellectual property created, developed or reduced to practice by the Assignor in the course of and within the scope of the Assignor's employment.
1.2 In this Deed, words importing the singular include the plural and vice versa; references to a statute include any amendment or re-enactment thereof; and clause headings are for convenience only and shall not affect the construction of this Deed.
2. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
2.1 The Assignor hereby assigns, transfers and conveys absolutely to the Assignee, with full title guarantee and free from all encumbrances, all the Assignor's present and future Intellectual Property Rights in and to the Work, to hold unto the Assignee absolutely for the full term of such rights and any renewals or extensions thereof, throughout the world.
2.2 The Assignor hereby grants to the Assignee royalty-free, irrevocable and perpetual Intellectual Property Rights in all products, research, development, inventions, original works of authorship and improvements made by the Assignor during the period of employment. The Assignor acknowledges that all such Works are works made for hire and the property of the Assignee.
2.3 The Assignor hereby irrevocably and unconditionally waives, to the fullest extent permitted by the Copyright Act 2022, all moral rights in and to the Work to which the Assignor may be entitled.
2.4 The Assignor undertakes that upon termination of the Assignor's employment, the Assignor shall return to the Assignee all documents, notes, designs, inventions, materials, equipment and other intellectual property reproduced or created by the Assignor during the period of employment.
2.5 The Assignee shall have the absolute right to reproduce, perform, distribute, exploit, produce derivative works from and otherwise use the Work in any manner whatsoever.
3. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNEE
3.1 The Assignee warrants that it has the full legal authority and capacity to enter into this Deed and that there are no restrictions or legal impediments preventing it from doing so.
4. WARRANTIES AND REPRESENTATIONS OF THE ASSIGNOR
The Assignor makes the following warranties and representations to the Assignee:
(I) that the Assignor is the owner of and has absolute control over the Intellectual Property;
(II) that the Assignor has full legal authority and capacity to assign the Intellectual Property to the Assignee;
(III) that the Assignor possesses the entire control of the rights being provided under this Deed;
(IV) that the Assignor has full legal authority to grant the Assignee the Intellectual Property Rights to use the Intellectual Property;
(V) that the Assignor has not licensed or encumbered the rights in the Intellectual Property to any party other than the Assignee;
(VI) that there are no restrictions, threatened or existing legal claims, or legal impediments preventing the Assignor from entering into this Deed;
(VII) that the Intellectual Property does not infringe the intellectual property rights of any third party.
5. ASSIGNOR'S INDEMNITY
5.1 The Assignor agrees to indemnify and hold the Assignee harmless against all suits, actions, claims, damages, liabilities, judgments, settlements, costs, expenses and disbursements of any kind whatsoever reasonably incurred by the Assignee arising out of any breach by the Assignor of the warranties, representations and covenants contained in this Deed.
6. OBLIGATIONS OF THE ASSIGNOR / FURTHER ASSURANCE OF TITLE
7. REMEDIES FOR BREACH
7.1 Where the Assignor fails to comply with the terms of the Assignor's warranties and the other terms of this Deed, such failure shall constitute a breach entitling the Assignee to take legal action and to seek injunctions and equitable reliefs, including but not limited to damages and specific performance, in respect of any infringement of the Intellectual Property Rights against the Assignor and any third party.
8. CONFIDENTIALITY OBLIGATIONS
8.2 Confidential Information includes all information or materials of whatever nature relating to the purpose, disclosed by way of written material or by any oral or written statement, including but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trade marks, software, drawings and programmes, but shall not include information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) which is given by the Disclosing Party to third parties without any restrictions;
(IV) which is given to the Receiving Party by a third party in lawful possession of such information and having the legal right to disclose it; or
(V) which is required by law or by an order of a court of competent jurisdiction to be disclosed.
8.3 Trade Secret Information includes all formulas, patterns, designs, processes, methods or other information that is not known or easily ascertainable by the general public.
8.4 The Parties hereby agree:
(I) to take proper and reasonable measures to ensure the confidentiality of the Confidential Information under this Deed;
(II) not to make public, publish or otherwise disclose, in whole or in part, any information relating to the practice, business dealings or other matters relating to this transaction without the express consent of the other Party;
(III) not to use the Confidential Information for any purpose other than that for which this Deed was made.
8.5 Each Party agrees not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Deed for as long as it remains a trade secret or confidential.
8.6 Where the performance of this Deed involves the processing of personal data, each Party shall comply with the Nigeria Data Protection Act 2023 and all applicable regulations of the Nigeria Data Protection Commission.
9. DISPUTE RESOLUTION AND ARBITRATION
9.1 The Parties shall use their best endeavours to negotiate and amicably settle any dispute or difference arising from or connected with this Deed.
9.2 Any dispute which cannot be amicably resolved by the Parties shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 or any statutory re-enactment or modification thereof.
9.3 The arbitral tribunal shall consist of ________ arbitrator(s) who shall be appointed in the following manner:
________
9.4 The seat of the arbitration shall be ________ and the proceedings shall be conducted in the English language.
9.5 Each Party shall bear its own costs and expenses in relation to the arbitration proceedings, save where the tribunal awards costs against a particular Party.
9.6 The award of the arbitrator(s) shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
10. NOTICES
10.1 All notices under this Deed shall be in writing and delivered personally or sent by registered or certified mail or by electronic mail to the addresses of the Parties stated in this Deed. A Party may change its address by giving prior written notice to the other Party. Notices shall be deemed received upon delivery if delivered personally, or three (3) business days after posting if sent by registered or certified mail.
11. ASSIGNMENT
11.1 This Deed shall be binding on the successors-in-title and permitted assigns of the Parties. Neither Party shall assign or otherwise transfer its rights and obligations under this Deed without the prior written consent of the other Party.
12. ENTIRE AGREEMENT
12.1 This Deed constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior negotiations, representations, understandings and agreements, whether oral or written, relating to the subject matter of this Deed. No amendment or variation of this Deed shall be valid or binding unless made in writing and duly executed by both Parties.
13. SEVERABILITY
13.1 If any provision of this Deed is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed from this Deed and the remaining provisions shall continue in full force and effect and shall not be affected or impaired thereby.
14. WAIVER
14.1 No failure or delay by either Party in exercising any right, power or remedy under this Deed shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver shall only be valid if made in writing and signed by the Party granting it.
15. TERMINATION
15.1 This Deed shall remain in full force and effect until the Intellectual Property Rights in the Work have been fully assigned to and vested in the Assignee. The termination of the Assignor's employment shall not affect the validity of the assignment of the Intellectual Property Rights made under this Deed, and the obligations of confidentiality and further assurance shall survive the termination of this Deed.
16. APPLICABLE LAW
16.1 This Deed shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and the Parties submit to the jurisdiction of the courts of ________.
17. CUMULATIVE RIGHTS
17.1 The rights of the Parties under this Deed are cumulative and shall not be construed as exclusive save as otherwise provided by law.
18. FURTHER ASSURANCE
18.1 The Parties shall execute and deliver all such documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions of this Deed.
19. COUNTERPARTS
19.1 This Deed may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF the Parties hereto have executed this Deed in the manner herein appearing the day and year first above written.
SIGNED, SEALED AND DELIVERED by the within named Assignor
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
SIGNED, SEALED AND DELIVERED by the within named Assignee
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
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