Letter assigning intellectual property rights to a business that contracts with a limited company for services

What’s a letter assigning intellectual property rights to a business that contracts with a limited company for services and when should you use it?

Freelancers, consultants and contractors often offer their services to customers via their own limited company, and not as sole traders.

Where they sign a contract for services with your business (which they should) as a limited company, it’s their limited company who contracts with you, not the individual freelancer/contractor/ consultant.

This means that any IP generated by the freelancer/contractor/consultant in their individual capacity is not properly covered by the contract for services; without an additional assignment document, ambiguity arises around who owns those particular rights.

While it’s typically intended, and usually clear, from the terms of any well-written contract for services, that the customer should own the IP in the work that the consultancy creates, (regardless of how that company manages the performance of the agreed services), it’s never advisable to leave these additional rights relating to individuals unaccounted for.

By signing this letter, the consultant assigns to your company absolutely all rights, title and interest in any intellectual property rights relating to the IP that they create in connection with the services they provide for your business.

This letter is executed as a deed.

Deeds are contracts, but with the inclusion of witnesses in the signature provisions they help make clear that all the signing parties fully understood what they were signing and that they intended to agree to the terms set out in the deed.