If a contractor built your logo, wrote your code or designed your product, there is a good chance your company does not own it, and an IP assignment agreement UK founders and agencies rely on is how you fix that. This is one of the most misunderstood documents in early-stage business. Many people assume that paying someone to create something means you own the result, but under England and Wales law the default is usually the opposite: the person who creates a work typically owns the copyright in it unless they are your employee acting in the course of employment, or they have signed the rights over (see Sources). An IP assignment is the document that actually transfers ownership from a creator to your business. This guide explains what it should cover and how to draft one from vetted clauses in 99 Data Rooms. It is general information, not legal advice.
Three groups feel this most acutely: startups that have hired freelancers before thinking about ownership, agencies that produce work for clients and need clean title to pass on, and founders bringing in contractors to build the very thing the company is built around. In each case the risk is the same and it is quiet: everything looks fine until an investor's lawyer asks, during due diligence, to see the chain of title for your core IP, and there isn't one. If you are heading towards a raise, our due diligence request list guide shows exactly where that question lands.
What a UK IP assignment should cover
A proper IP assignment does more than say "the IP is yours now", and the 99 Data Rooms template reflects that: it is a standalone present assignment of intellectual property, with a moral-rights waiver, warranties, and a further-assurance obligation. Those four elements each do real work. The present assignment is the heart of it: the creator assigns the specified IP to your company with effect now, rather than merely promising to do so later, because a promise to assign is weaker than an actual transfer. It should identify the intellectual property clearly, whether that is copyright in software, designs, written material, or a bundle of works created under an engagement, and it should be broad enough to catch related rights without being so vague that it is unenforceable.
The moral-rights waiver matters because, in England and Wales, certain moral rights, such as the right to be identified as the author and to object to derogatory treatment of a work, stay with the creator even after the economic rights are assigned, and they cannot be assigned away, only waived (see Sources). Without a waiver, you can own the copyright in a design and still find the creator has residual rights over how it is used, so a well-drafted assignment asks the creator to waive those rights to the extent the law allows. The warranties are the creator's assurances that the work is genuinely theirs to assign, that it is original, does not infringe anyone else's rights, and is free of encumbrances, which gives you a contractual remedy if that turns out not to be true. Finally, the further-assurance obligation commits the creator to sign any additional documents needed later to perfect the transfer; it is the clause that saves you when a form needs a signature from a contractor you last spoke to two years ago.
It is worth being clear about what an IP assignment is not. It is not a confidentiality agreement, that is what our mutual and one-way NDA guides are for, and it is not, by itself, a full consultancy or employment contract, though ownership of IP is often dealt with inside those too. If you are engaging a contractor from scratch, the cleanest approach is often a consultancy agreement that assigns IP as part of the deal; a standalone assignment is the right tool when the work already exists and you need to capture ownership after the fact.
How to draft one in 99 Data Rooms
In the 99 Data Rooms Legal Drafting feature, the IP Assignment sits in the "Protect IP" cluster alongside the mutual and one-way NDAs. The mechanism is the same one that runs through every template here, and it is the reason the output is trustworthy for a routine document: the assistant selects vetted England and Wales clauses by ID based on your answers and fills in the blanks. It assembles from a maintained clause library; it does not write or invent legal wording. Vetted clauses, assembled, not AI-drafted law.
You can browse to the IP Assignment template directly, or describe the situation in plain words, "assignment of IP from a design contractor to my company", and let the assistant walk you through a few questions: who is assigning, who is receiving, what IP is covered, and the consideration. It then builds the draft, including the moral-rights waiver, warranties and further-assurance clauses, and saves it for you to keep free of charge. Because IP ownership is high-stakes, it is precisely the thing investors scrutinise, treat the draft as a strong, current baseline and have it reviewed where the value justifies it. It is general information, not legal advice.
Turning the draft into a signed, provable record
The reason to draft an IP assignment inside 99 Data Rooms rather than in a loose document is that it then travels through the same controlled pipeline as everything else, and clean title is worth having on the record properly. Once drafted, you can share it with the contractor as a tracked, revocable link rather than an attachment, gated behind a verified email and one-time code so you know the right person opened it. Page-by-page analytics show you whether they read it and for how long, with the honest split between a raw visit and a verified viewer who passed the gate.
When they are ready, you send it for signature in the browser. The contractor signs without needing an account, you can nudge them with a reminder if they go quiet, and the executed PDF comes back with an audit certificate recording who signed, when, their IP address, intent to sign, and a SHA-256 fingerprint, which is exactly the kind of evidence that makes a chain of title stand up in a diligence process later. Electronic signatures are admissible for most commercial documents in England and Wales, though certain instruments such as deeds, wills, land transfers and lasting powers of attorney have additional requirements, so if your assignment needs to be executed as a deed you should check that point (see Sources); general information, not legal advice. The signed document files itself back where you can find it, and access stays revocable throughout. If you are gathering several such documents for investors, our investor data room guide shows how to structure them. Drafted, shared, tracked, signed, and provable: the whole journey, one document, never out of your hands.
Draft your IP assignment for free
You can draft an IP assignment from vetted England and Wales clauses in 99 Data Rooms, keep the draft, and share or sign it in the same place, closing the gap in your chain of title before anyone else goes looking for it. The free tier is real, not a trial: three rooms, twenty-five active links, forever, no card. Start for free. The wider platform is in beta and improving fast, but the route from "who actually owns this?" to a signed assignment with an audit certificate already works end to end.
Sources
- First ownership of copyright (creator owns it unless an employee in the course of employment, or it is assigned in writing): Copyright, Designs and Patents Act 1988, s.11, https://www.legislation.gov.uk/ukpga/1988/48/section/11
- Moral rights cannot be assigned, only waived in writing: Copyright, Designs and Patents Act 1988, s.87, https://www.legislation.gov.uk/ukpga/1988/48/section/87
- Electronic signatures and execution of deeds (witnessing requirement): Law Commission, Electronic execution of documents (2019), https://lawcom.gov.uk/project/electronic-execution-of-documents/ ; HM Land Registry Practice Guide 82, https://www.gov.uk/government/publications/electronic-signatures-accepted-by-hm-land-registry-pg82
Do I automatically own work I paid a contractor to create?
Usually not. Under England and Wales law the creator generally owns the copyright in what they make unless they are your employee acting in the course of employment, or they have assigned the rights to you in writing (see Sources). Paying an invoice does not, on its own, transfer ownership. That gap is exactly what an IP assignment closes; general information, not legal advice.
What is the difference between assigning IP and licensing it?
Assigning IP transfers ownership to you outright, so the creator no longer holds the economic rights. Licensing merely grants you permission to use it, on whatever terms the licence sets, while ownership stays with the creator. If you need to own your core product or brand, and investors will expect you to, assignment is what you want, not a licence.
Why does an IP assignment include a moral-rights waiver?
Because in England and Wales certain moral rights stay with the author even after the economic rights are assigned and cannot themselves be assigned, only waived (see Sources). Without a waiver a creator could retain rights such as being identified as the author. The template includes a waiver to the extent the law allows, so ownership is as clean as possible.
Will investors check my IP ownership?
Almost certainly. IP ownership is a standard item on any due diligence request list, and a broken chain of title for core technology or branding is the kind of thing that stalls a round. Having signed assignments on file, with an audit trail, is far easier than reconstructing them under deal pressure.
Can I get the assignment signed online?
Yes. Once drafted it flows straight into e-signature in 99 Data Rooms, and the executed PDF carries an audit certificate. Note that if a particular assignment needs to be executed as a deed there are extra formalities; electronic signatures are admissible for most commercial documents in England and Wales (see Sources). This is general information, not legal advice.