01Define the asset before the transaction
The diligence record should identify every in-scope repository, release tag or commit, module, document, test suite and build artefact. Separate proprietary materials, third-party dependencies, open-source components, datasets, brands and excluded background technology. A statement such as “all IP” is not a substitute for an asset and rights schedule.
02Establish the chain of title
Review contributor and employment records, contractor assignments, prior licences, security interests and other restrictions. A software bill of materials identifies third-party materials and their actual licence conditions. Any unresolved item should be disclosed and treated as a closing condition or an explicit negotiated exception.
No universal certificate eliminates title risk. WIPO does not provide a general copyright registration system. Copyright registration, patent recordation and trademark recordation are distinct processes, with different offices and requirements.
03Execute the assignment
Copyright ownership transfers must satisfy the applicable written-form and signature requirements. In the United States, consider 17 U.S.C. §204 and any applicable statutory termination rights. In England and Wales, review sections 90–91 of the Copyright, Designs and Patents Act 1988. Moral rights and any permissible consent or waiver require separate treatment.
For rights originating in Türkiye, obtain specialist review of Law No. 5846, including the requirements for a written instrument and separately specified economic rights. A foreign choice-of-law clause does not by itself resolve mandatory formalities or contributor-rights issues.
04Review security and integration
Agree a test environment, dependency scan, security scope and evidence standard. Distinguish a penetration test, source audit, cryptographic validation and legal title review; they are not interchangeable. Known findings, supported environments and remediation obligations belong in the schedules.
Technology names on the website are reference subjects, not verified certifications. Any statement of exclusive proprietary ownership, production performance or completed audit must be supported by evidence for the particular asset.
05Close and hand over
Sequence payment or escrow, signed assignment, delivery and acceptance explicitly. Deliver agreed repositories and history, build instructions, documentation, licence manifests and credential rotation instructions. Third-party service accounts require provider approval where applicable. Do not transfer unrelated customer data or employee information with the repository.
Sign a delivery and acceptance record, record residual issues and specify the scope and duration of transition assistance. Support, updates and further development are included only when expressly agreed.
06Agreement draft and governing law
The downloadable English template covers the asset definition, enumerated rights, excluded components, price, closing, diligence, warranties, confidentiality, data protection, liability, handover and schedules. It includes alternative Delaware and England-and-Wales clauses for legal review; select one, complete its forum and mandatory-law analysis, and delete the other.
It remains a negotiation draft. Party details, price, asset list, rights and jurisdiction elections must be completed with a qualified lawyer before signature. The website does not represent that any unreviewed transaction is universally compliant or free of legal risk.
IP Transfer & Assignment Agreement
English negotiation draft with rights schedules and alternative governing-law clauses. Complete every open item with qualified counsel before signing.
Download English agreement draft