Founder IP Assignment to the Company
A short assignment closing the pre-incorporation gap: work founders built before the company existed does not vest in it automatically.
A founder IP assignment is a deed by which a founder transfers to the company the code, designs, brand and other work they created, including work made before incorporation. Investors usually ask for one during due diligence.
What to watch when you use this
- A founder working before incorporation is not an employee of a company that does not yet exist, so Section 17(c) has nothing to operate on.
- This must be executed after incorporation, since the company must exist to take the assignment.
- It specifies rights, term and territory, which Section 19(3) contemplates, and states a term so the Section 19(5) five-year default does not apply.
- Moral rights under Section 57 are not assignable, and this template does not purport to assign them.
Stamping and registration. Stamp duty is a State subject, and an unstamped or insufficiently stamped instrument is generally inadmissible in evidence under Section 35 of the Indian Stamp Act, 1899 until the duty and penalty are paid. Registration requirements are separate and depend on the instrument and the State. Confirm both for your State before executing this document.
DEED OF ASSIGNMENT OF INTELLECTUAL PROPERTY
This Deed is made on [DATE] between:
[FOUNDER NAME], [ADDRESS] ("Assignor"); and
[COMPANY NAME], a company incorporated under the Companies Act, 2013, CIN [CIN], having its registered office at [ADDRESS] ("Company").
BACKGROUND
A. The Assignor is a founder and shareholder of the Company.
B. Before and after the incorporation of the Company, the Assignor created the works described in the Schedule ("Works") in connection with the business of the Company.
C. The parties wish to record the assignment of all rights in the Works to the Company.
IT IS AGREED:
1. ASSIGNMENT
The Assignor hereby assigns to the Company, absolutely and with full title guarantee, all right, title and interest in and to the Works, including all copyright and all other intellectual property rights subsisting in them, for the full term of such rights including all renewals, revivals and extensions, throughout the world.
2. RIGHTS ASSIGNED
The rights assigned include the rights of reproduction, adaptation, translation, communication to the public, distribution, and the right to make derivative works, and the right to license or assign the same to any third party.
3. TERM AND TERRITORY
This assignment is for the entire term of the rights assigned and extends to all territories worldwide.
4. PRE-INCORPORATION WORK
For the avoidance of doubt, this assignment extends to Works created by the Assignor before the date of incorporation of the Company, to the extent described in the Schedule.
5. MORAL RIGHTS
Nothing in this Deed assigns any right that is not assignable under applicable law, including the rights conferred by Section 57 of the Copyright Act, 1957.
6. FURTHER ASSURANCE
The Assignor will, at the Company's cost, execute such further documents and do such things as the Company may reasonably require to give full effect to this Deed, including in relation to registration of any right.
7. WARRANTIES
The Assignor warrants that the Assignor is the owner of the Works, that the Works are original, that they do not to the Assignor's knowledge infringe the rights of any third party, and that the Assignor has not previously assigned or licensed them to any person.
8. CONSIDERATION
This Deed is executed in consideration of the Assignor's shareholding in the Company and of the sum of [AMOUNT], receipt of which is acknowledged.
9. GOVERNING LAW
This Deed is governed by the laws of India, and the courts at [CITY] shall have jurisdiction.
Executed as a deed:
_______________________ _______________________
[FOUNDER] For [COMPANY NAME]
SCHEDULE: THE WORKS
[Describe with enough particularity to identify what is assigned: repositories, designs, brand assets, documentation, and the approximate period of creation. Include work created before incorporation.]
---
This free template is provided by ClauseAudit as general information, not legal advice, and using it does not create an advocate-client relationship. Replace every [BRACKETED] placeholder. Stamp duty and registration requirements vary by State and are your responsibility. Have the final document reviewed by a qualified advocate before use.When to use this template
- Soon after incorporation, when founders built a product, website or brand before the company existed.
- Before a funding round, when investors' due diligence asks who owns the core intellectual property.
- When a founder created work personally, outside any employment with the company, and the company now uses it.
- When a co-founder is leaving and the company needs a clear record that their earlier contributions belong to it.
How to fill it in
- Confirm the company has been incorporated and has a CIN. The company must exist before it can take the assignment.
- Pass a board resolution approving the assignment and authorising a director (other than the assigning founder, where possible) to sign for the company.
- Prepare the Schedule carefully: repositories, domains, designs, brand assets and documents, with the approximate period of creation, including pre-incorporation work.
- Fill in the consideration in clause 8, even if nominal, alongside the founder's shareholding.
- Check that no earlier employer, client or co-author has a claim to any listed work, because clause 7 contains a warranty on this.
- Pay stamp duty as your State requires. An IP assignment may be charged differently from an ordinary agreement, so confirm the article and rate with an advocate. Then execute the deed before witnesses.
- Record any trade mark or patent assignment with the relevant registry, and transfer domain names through the registrar's own process.
Key clauses explained
- Assignment (clause 1)
- Transfers all copyright and other intellectual property in the Works to the company, for the full term and worldwide. Section 19 of the Copyright Act, 1957 requires an assignment in writing signed by the assignor.
- Rights assigned (clause 2)
- Lists the rights expressly: reproduction, adaptation, translation, communication to the public, distribution, derivative works and onward licensing. Section 19 expects an assignment to identify the rights.
- Term and territory (clause 3)
- States the full term and all territories. Without this, Section 19(5) treats the assignment as lasting five years and Section 19(6) treats it as limited to India.
- Pre-incorporation work (clause 4)
- Makes clear the assignment covers work created before the company existed, which the employment rule in Section 17 cannot reach.
- Moral rights (clause 5)
- Does not try to transfer the author's special rights under Section 57, which continue independently of copyright even after assignment.
- Warranties and consideration (clauses 7 and 8)
- The founder confirms ownership, originality and no prior assignment, and the deed records consideration, which supports enforceability and diligence.
Frequently asked questions
Doesn't the company already own what the founders built?
Not automatically. Section 17 of the Copyright Act, 1957 gives an employer first ownership of work made in the course of employment, but a founder working before incorporation is nobody's employee, and many founders never become employees at all. Unless there is a written assignment under Section 19, copyright in that early work generally stays with the founder personally.
Why does the deed spell out term and territory?
Under Section 19 of the Copyright Act, 1957, an assignment should identify the work, the rights, the duration and the territory. If duration is not stated, Section 19(5) treats it as five years. If territory is not stated, Section 19(6) treats it as India. Clauses 1 and 3 avoid both defaults by stating the full term of the rights and the whole world.
What is the one-year lapse rule?
Section 19(4) of the Copyright Act, 1957 provides that if the assignee does not exercise the assigned rights within one year of the assignment, the assignment is deemed to lapse, unless the assignment says otherwise. A company actively using the work is unlikely to face this, but an express line excluding Section 19(4) removes the argument. Ask your advocate to add one.
Can moral rights be assigned?
Section 57 of the Copyright Act, 1957 gives authors special rights to claim authorship and to object to distortion or modification that would harm their honour or reputation. These rights exist independently of copyright and continue even after copyright is assigned. That is why clause 5 does not try to transfer them. The founder keeps them, though they seldom cause problems for software and business material.
Does this deed cover trade marks and patents?
Clause 1 covers all intellectual property rights in the Works, which would include trade marks and patent rights. Those have their own formalities. A trade mark assignment should be recorded with the Trade Marks Registry, and a patent assignment must be in writing and should be registered with the Patent Office. Domain names move through the registrar's transfer process.
Does a founder IP assignment need stamping or registration?
Stamp duty usually applies, and an assignment of property may be charged on a different basis from a simple agreement, depending on the State and the consideration. An unstamped deed cannot be admitted in evidence until duty and penalty are paid. Registration under the Registration Act, 1908 is not generally needed for a copyright assignment, but registry recordals apply to trade marks and patents.
Been handed the other side's version instead?
Upload it and get every clause checked against Indian law, with the provision each finding rests on.
Review a founder & startup contractRead before you sign
- Your Shareholders Agreement Says ROFR. Your Articles Do Not. That Is a ProblemTransfer restrictions agreed only in a shareholders agreement are the classic Indian gap. Here is why the articles of association matter.
- Founder Vesting in India: Cliffs, Reverse Vesting and What Happens If You LeaveFounder vesting decides who keeps equity when a co-founder leaves. Here is how cliffs, reverse vesting and leaver provisions work in Indian companies.
- Your Startup May Not Own Its Own Code. Here Is WhyFounders, contractors and agencies do not automatically transfer IP to your company under Indian law. Here is where the ownership gaps usually sit.
- Assigning IP to Your Company: The Formalities Most Founders MissSection 19 of the Copyright Act sets requirements for assignment, including a five-year default where no term is stated. Here is how to get it right.
Related templates
This free template is general information about Indian law as at 2026-10-10, not legal advice, and using it does not create an advocate–client relationship. Replace every bracketed placeholder and have the final document reviewed by a qualified advocate before use.