IP Assignment Agreements for Employees & Contractors
An IP assignment agreement transfers ownership of work a person creates, such as software, designs, content and inventions, to the business they created it for. Indian law gives the employer ownership of an employee’s copyright work automatically, but not a contractor’s or a founder’s, and not inventions. Those pass only by a written assignment.
The Copyright Act, 1957 requires an assignment to be in writing and signed, and it fills gaps in ways that can surprise a business: an assignment that does not state its duration lasts five years, and one that does not state its territory covers India only.
When you need it
When hiring employees who build the product
Developers, designers and writers should sign an assignment with their employment agreement, covering more than the law implies.
When using freelancers or agencies
A freelancer owns what they make until they assign it. This is the most common gap found in due diligence.
When founders built things before incorporation
Code, the brand and domain names created before the company existed belong to the individuals.
Before investment or a sale
Investors ask for signed assignments from every person who contributed to the product.
When someone who contributed has already left
A missing assignment can still be obtained afterwards, but it is slower and depends on the person’s cooperation.
How the process works
Four stages. Timings are typical, not promised.
- 1
Identify who created what
A few working daysList the people who have contributed to the product, brand and content, whether as employees, interns, freelancers, agencies or founders, and what each signed at the time.
Documents
- Employment and consultancy agreements
- A list of contributors to the product and brand
- Agency and freelancer contracts
- 2
Find the gaps
About a weekCheck each person’s documents against the law. The usual gaps are contractors with no assignment, assignments with no stated term or territory, and founders’ early work.
- 3
Draft the assignments
Commonly within a weekPrepare a standard assignment for employees and one for contractors, and specific deeds for past work. Each should assign all rights, for the whole world and the full term of protection, including future work, and require help with registrations.
- 4
Sign, stamp and file
As each is signedHave each person sign, pay the stamp duty that applies, and keep the signed documents in one place. Record assignments of registered rights with the relevant registry.
Common questions
For copyright work made in the course of employment, yes: section 17 of the Copyright Act makes the employer the first owner, unless agreed otherwise. Work made outside the job, and inventions, are not covered by that rule.
The freelancer. A person engaged under a contract for services is the author and first owner of the copyright. The business owns it only once the freelancer signs a written assignment.
Section 19 requires it to be in writing, signed by the person assigning, and to identify the work, the rights assigned, the duration, the territory and the consideration. Missing terms are filled by the Act, usually against the business.
Because if the period is not stated, the assignment is treated as lasting five years, and if the territory is not stated, as covering India only. A business that intends to own the work outright has to say so.
Yes. Unless the assignment says otherwise, rights not exercised within one year of the assignment are treated as having lapsed. Assignments to a business normally exclude this rule expressly.
The Patents Act has no rule that gives it to the employer automatically. A patent application is made by the inventor or the inventor’s assignee, so the employer needs an assignment, in the employment agreement and again for each application.
Yes. An agreement can assign copyright in work that does not yet exist, and the assignment takes effect when the work comes into existence. This is how employment and consultancy agreements cover everything made during the engagement.
The author’s right to be named as author and to object to distortion of the work, under section 57 of the Copyright Act. They stay with the author after an assignment, so agreements usually set out how they will be exercised.
Related
To discuss an IP assignment, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 7 October 2026.