Assignment of License Template

In plain language: Sets out the context for the assignment — identifies the original license agreement by name and date, summarizes the licensed rights, and explains why the assignment is occurring.

Common mistake: Referencing the original license by informal name only rather than full title and execution date — making it impossible to identify the correct agreement if disputes arise later.

In plain language: The operative clause that formally transfers the licensed rights from the assignor to the assignee, specifying whether all rights or only a defined subset are being transferred.

Common mistake: Using vague language like 'all rights' without specifying which rights the original license actually granted — creating ambiguity about what was transferred if the original license was only partial.

In plain language: Confirms that the licensor has provided written consent to the assignment, as typically required by an anti-assignment clause in the original license.

Common mistake: Proceeding without documenting licensor consent when the original license contains an anti-assignment clause — rendering the entire assignment void or voidable at the licensor's election.

In plain language: States that the assignee agrees to perform all of the assignor's obligations under the original license from the effective date forward, including payment of any ongoing fees.

Common mistake: Omitting a clear assumption of obligations clause, leaving the licensor uncertain whether the assignor or assignee is responsible for ongoing royalty payments and compliance obligations.

In plain language: The assignor confirms that the original license is valid and in good standing, that it has the right to assign, and that it has not previously assigned or encumbered the same rights.

Common mistake: Omitting a warranty that the assignor has not already sublicensed or pledged the same rights to a third party — exposing the assignee to competing claims against the same license.

In plain language: The assignee confirms it has the authority to enter the assignment, will comply with all terms of the original license, and has reviewed and accepted those terms.

Common mistake: Skipping assignee warranties entirely, leaving the assignor and licensor with no contractual basis to pursue the assignee if it violates the original license terms.

In plain language: Allocates responsibility for losses arising from pre-assignment breaches (assignor's responsibility) and post-assignment breaches (assignee's responsibility).

Common mistake: Using a unilateral indemnification that only protects one side — leaving the other party exposed to third-party claims arising from the period before or after the effective date.

In plain language: Confirms whether the licensor releases the assignor from further obligations under the original license after the assignment — or whether the assignor remains secondarily liable.

Common mistake: Assuming the assignor is automatically released from liability at assignment without an express release — courts in most jurisdictions hold that assignors remain secondarily liable absent an explicit novation or release.

In plain language: Specifies which jurisdiction's laws govern the assignment and how disputes will be resolved — litigation, arbitration, or mediation.

Common mistake: Choosing a governing law that differs from the governing law of the original license without analyzing whether the two documents may be interpreted inconsistently under different legal standards.

In plain language: Confirms that this document, together with the original license, constitutes the full agreement between the parties and can only be changed in writing.

Common mistake: Omitting reference to the original license in the entire-agreement clause, creating uncertainty about whether conflicting terms in the two documents should be reconciled.

An assignment of license is a legal document by which a licensee transfers some or all of their rights under an existing license agreement to a third party called the assignee. The assignee steps into the licensee's position and is bound by the terms of the original license. It is commonly used in business sales, mergers, acquisitions, and corporate restructurings where licensed IP rights need to follow the business or assets being transferred.

An assignment transfers the licensee's rights to a new party entirely — the assignor typically exits the picture. A sublicense grants a third party the right to use the licensed material while the original licensee retains their own rights and remains a party to the original license. Assignments are permanent transfers; sublicenses are derivative grants that depend on the original license remaining in force.

In most cases, yes. Most commercial license agreements include an anti-assignment clause requiring the licensor's prior written consent before any assignment is effective. Assigning without that consent typically renders the assignment void or gives the licensor the right to terminate the original license. Always review the original agreement before proceeding and obtain consent in writing.

An assignment transfers rights from the assignor to the assignee but does not automatically release the assignor from liability under the original license — the assignor may remain secondarily responsible. A novation is a three-party agreement in which the original party is completely replaced by the new party, and the original party is expressly released from all obligations. If a full release of the assignor is important, negotiate a novation rather than a simple assignment.

Unless there is an express release or novation, the assignor typically remains secondarily liable to the licensor for obligations arising under the original license even after the assignment. To eliminate this ongoing exposure, the assignment should include an express release clause signed by the licensor, or the parties should execute a formal novation agreement that substitutes the assignee for the assignor entirely.

Yes, if the original license permits partial assignment and the licensor consents. A partial assignment transfers only a defined subset of rights — such as rights in a specific territory, for a specific product line, or for a limited period. The original license should be reviewed carefully because some licenses prohibit partial assignments and require an all-or-nothing transfer.

No. An assignment of IP transfers ownership of the underlying intellectual property itself — the patent, copyright, trademark, or trade secret. An assignment of license transfers only the right to use the IP under the terms of an existing license. The licensor retains ownership of the IP in a license assignment; ownership changes hands only in an IP assignment.

The governing law is typically the jurisdiction chosen in the assignment agreement itself, which should usually match the governing law in the original license to avoid inconsistent interpretation. In the US, state contract law governs most IP license assignments, with Article 9 of the UCC potentially applying to security interests in licensed rights. In the UK and EU, additional statutory rules may apply to the assignment of specific IP types such as copyright or patents.

For straightforward assignments — such as transferring a single software license in a simple business sale — a high-quality template is a solid starting point. Engage a lawyer when the licensed IP is material to the deal value, when the original license is complex or has significant ongoing payment obligations, when the assignment is part of a larger M&A transaction, or when the parties operate across multiple jurisdictions with different IP laws. A 1–2 hour review typically costs $400–$800 and is worthwhile for any assignment involving IP that is core to the business.