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.
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.]
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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.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 contractThis free template is general information about Indian law as at 2026-07-27, 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.