Intellectual Property Agreement

An Intellectual Property (IP) Agreement is the contractual instrument that governs ownership, transfer, licensing, and use of intangible assets — trademarks, patents, copyrights, designs, trade secrets, software, content, brand. By 2026, IP is the most valuable asset class for many Indian companies — VC investee startups, SaaS / tech businesses, pharma, content / media, consumer brands. Yet IP ownership and transfer is routinely under-documented: founder-developed code without proper assignment to the company, employee-created designs without work-for-hire clauses, contractor / consultant IP retained by them by default, family-business brand without ownership clarity, foreign IP brought to India without FEMA / royalty discipline.

The legal architecture: Trade Marks Act 1999 (TM assignment and licensing), Patents Act 1970 (patent assignment under Section 68, recordal), Copyright Act 1957 (Section 18 assignment, Section 30 licensing — assignment must be in writing and signed), Designs Act 2000, Indian Contract Act 1872, FEMA Master Direction (cross-border IP), Income-tax Act (royalty, capital-gains on IP transfer, Section 9(1)(vi) deemed royalty), GST (place of supply, IGST on IP transfer to non-residents). Each IP type has its own governing statute; the agreement must respect the statutory form.

We draft IP agreements end-to-end — assignment, licensing, IP creation, work-for-hire, sweat-equity, founder IP transfer, foreign IP into India, multi-jurisdictional IP licensing — for individuals, startups, growth-stage companies, and global IP holders.

The IP Agreements We Draft

• IP Assignment Deed:: Founder-to-company, employee-to-employer, contractor-to-client, family-business name to corporate entity. Assignment must be in writing, signed, statutorily recorded (Section 49 TM, Section 68 Patents).

• IP Licensing Agreement:: Right to use without transfer of ownership; royalty / lump-sum; territory; field; term; sub-licensing rights; quality control (for brand).

• Work-for-Hire / IP Creation Agreement:: For new IP being created by a contractor / consultant / agency for a client — agreement must say all work is 'work made for hire' or assigned, with payment as consideration.

• Founder IP Assignment Deed:: Standard at company incorporation — all pre-incorporation code, designs, brand, content created by founders is formally assigned to the company. Without this, the company doesn't own its product.

• Employee IP Assignment Clause / Standalone Deed:: Built into employment letters; standalone deeds for senior hires creating significant IP.

• Sweat Equity Agreement:: Section 54 Companies Act + Sweat Equity Rules — equity issued to non-employees for IP / services contribution; FMV under Rule 11UA.

• Foreign IP Bring-in Agreement:: Foreign brand / patent / technology brought to India under licence; FEMA Master Direction; royalty cap (sectoral); 195 TDS; Form 10F.

• IP-Backed Loan / Hypothecation:: IP as collateral; CERSAI registration; SARFAESI implications.

Why IP Disputes Trace to Drafting

Founder-developed code / design 'assumed' to belong to company without actual assignment deed — investor DD discovers it at Series A, round renegotiated. Employee assignment clause too narrow (only 'company-time' work covered) — IP created on personal device claimed by employee. Contractor / agency retains IP by default — company licences only what it paid for, even though it intended to own. Foreign brand licence FEMA-non-compliant — payments stuck. We pre-empt all of these.