INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Important legal-advice, jurisdiction and formality warning
This fictional agreement is a worked example and not legal advice. It is drafted for an assignment governed by the law of England and Wales, but different rights have different statutory formalities, registration procedures and territorial effects. The parties must verify ownership, employee and contractor contributions, third-party licences, open-source obligations, tax, moral rights, security interests and the correct form of assignment before relying on this document. A signature alone may not transfer every right in every country, and an adviser should check the chain of title and any required recordal. This document is not a template or a substitute for bespoke advice.
1. Parties and background
This agreement is made on 18 May 2026 between Cobalt Finch Innovations Limited, company number 15048126, of 27 Regent Foundry, Manchester M1 5DN, the Assignee, and Dr Miriam Elise Vaughan, of 6 Alder View, Cambridge CB4 2NZ, the Assignor. The Assignor is a software engineer and designer. Between 10 January 2024 and 30 April 2026 she created the software, designs and technical materials known as LatticeTrack, while providing research and development services to the Assignee under a consultancy agreement dated 10 January 2024.
The parties want a clear, permanent transfer of rights so that the Assignee can operate, modify, licence and commercialise LatticeTrack. The Assignor confirms that the consideration and the continuing obligations in this agreement are sufficient consideration for the assignment.
2. Assigned property
With effect from 18 May 2026, the Assignor assigns to the Assignee, with full title guarantee, all right, title and interest in the Assigned IP. Assigned IP means the LatticeTrack source code repository identified as cobalt-lattice version 2.8.4, object code, build scripts, architecture diagrams, interface designs, the LatticeTrack word mark and logo artwork, technical documentation, test suites, database schema, inventions, discoveries, know-how and confidential technical information created for the project.
The assignment includes present and future copyright and design rights, database rights, rights in inventions and patent applications, rights to apply for registration, renewals, extensions, rights in passing off and unfair competition to the extent assignable, and all claims for past, present and future infringement. It includes the domain name latticetrack.example.test and the project social-media account @LatticeTrackHQ, both of which the Assignor must transfer to credentials nominated by the Assignee within two business days.
The Assigned IP excludes the Assignor's general professional knowledge, skills and experience, and the pre-existing library called Vaughan ParseKit, version 1.3, which she owned before the consultancy. The Assignor grants the Assignee a perpetual, worldwide, irrevocable, royalty-free, transferable, sublicensable licence to use ParseKit only as embedded in LatticeTrack or as reasonably required to maintain, develop and support it. ParseKit itself remains the Assignor's property.
3. Consideration and delivery
The Assignee will pay the Assignor £24,000 in two equal instalments. The first £12,000 is payable by 25 May 2026 after receipt of an invoice and the second £12,000 is payable by 31 July 2026 after delivery of the materials described in clause 3. The amounts exclude VAT because the Assignor has confirmed she is not VAT registered. If that statement changes, the parties will deal with any lawful VAT in addition to the stated amount rather than changing the net consideration.
On signing, the Assignor will deliver the current repository export, administrator credentials, design source files, a schedule of third-party components and a written build instruction. The Assignee must acknowledge receipt by email. Payment does not reduce the scope of the assignment; it is consideration for the whole Assigned IP.
4. Warranties and third-party material
The Assignor warrants that she is the sole beneficial owner of the Assigned IP, except for the Assignee's existing materials and the disclosed ParseKit component; she has authority to enter this agreement; she has not assigned, charged or exclusively licensed the Assigned IP; and no court, employer or client has a competing ownership claim known to her. She has disclosed the two contributors who worked on the project: Rohan Malik, who assigned his ten hours of interface testing to the Assignee on 12 February 2025, and North Quay Analytics Limited, whose paid data connector is licensed under a written licence dated 2 September 2025.
The Assignor will not knowingly include code or assets whose licence prevents the Assignee's intended commercial use. The third-party schedule delivered at signing lists the MIT-licensed Pino logging package, the Apache-licensed Quartz icon set and the North Quay connector. The Assignee accepts those licences but not any undisclosed obligation to disclose proprietary source code or pay a continuing royalty. If a third-party claim arises from a breach of this clause, the Assignor will reimburse the Assignee's reasonable direct losses, subject to the liability terms below.
5. Further assurance and moral rights
The Assignor will sign any reasonable document and provide information needed to register, perfect or enforce the assignment in the United Kingdom or another country, including a patent assignment or UK Intellectual Property Office recordal. The Assignee will pay official filing fees and reasonable out-of-pocket expenses, and will give at least ten business days' notice unless urgent enforcement requires quicker action.
The Assignor irrevocably waives, to the extent legally permitted, moral rights in the copyright works and agrees not to assert a right to be identified or to object to alteration. She consents to publication, adaptation, translation, combination and omission of attribution. If a waiver is ineffective in a territory, she grants the broadest consent permitted by that territory and will not unreasonably withhold a further consent.
6. Confidentiality and practical cooperation
The Assignor must keep confidential all non-public code, security information, customer information and commercial plans received or created in connection with LatticeTrack. This obligation does not apply to information that becomes public without breach, was lawfully known before disclosure, or must be disclosed by law after reasonable notice where lawful. The obligation continues for five years, and trade secrets remain protected while they retain that character.
For three years after this agreement, the Assignor must not use LatticeTrack confidential information to build a competing product or solicit an employee whom she worked with directly on the project. This restriction is limited to what is reasonably necessary to protect confidential information and does not prevent her from working in software generally. The parties acknowledge that enforceability of restraints varies and legal advice should be obtained before enforcement.
7. Liability, governing law and execution
Neither party excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or a liability that cannot lawfully be excluded. Subject to that, the Assignor's total liability under this agreement is capped at £48,000, except for deliberate infringement, breach of confidentiality or title warranty, for which the cap does not apply. Neither party is liable for remote or consequential loss to the extent permitted by law. The Assignee must mitigate loss.
This agreement and any non-contractual obligation arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. This agreement is the entire agreement about the Assigned IP, replaces inconsistent earlier discussions, and may be amended only in a document signed by both parties. It may be signed in counterparts and electronically. If an assignment of a particular right requires a deed, the parties will execute a deed containing equivalent terms.
Signatures
Signed by Dr Miriam Elise Vaughan Signature: ____________________ Date: 18 May 2026
Signed for and on behalf of Cobalt Finch Innovations Limited by Samuel Peter Orr, Managing Director Signature: ____________________ Date: 18 May 2026