Question 1

What is the difference between assignment and delegation?

Accepted Answer

Assignment and delegation are two halves of contract transfer law that are often confused. Assignment is the transfer of contract rights — for example, the right to receive payment, the right to receive goods, or the right to enforce a promise. Delegation is the transfer of contract duties — the obligation to perform the work, deliver the goods, or pay the money. A 'general assignment' of a contract typically does both: it assigns the rights and delegates the duties. The critical legal point is that assigning rights does not relieve the assignor of the underlying duties unless the other party agrees in writing through a novation. So an assignor can transfer the right to receive payment to a new party, but if the original duty to perform is not properly delegated and accepted, the assignor can still be sued for nonperformance.

Question 2

What is an anti-assignment clause and is it enforceable?

Accepted Answer

An anti-assignment clause is a contract provision that prohibits one or both parties from transferring their contract rights or duties to a third party without the other party's prior written consent. Anti-assignment clauses are widely used in commercial contracts because the original parties want to know who they are dealing with — especially in contracts where personal performance, creditworthiness, or trust matters. Courts generally enforce anti-assignment clauses, but with two important caveats. First, courts often interpret a generic 'no assignment' clause to prohibit only the delegation of duties, not the assignment of rights to receive money owed. Second, the UCC and many state statutes invalidate anti-assignment clauses for accounts receivable to encourage commercial financing. Always read the clause carefully and obtain written consent if the language is unclear.

Question 3

What is novation and when do I need one?

Accepted Answer

Novation is the substitution of a new party for an original party to a contract, with the consent of all involved (the original party leaving, the new party joining, and the remaining counterparty). Unlike a simple assignment, novation completely releases the original party from any further obligations under the contract — the new party fully steps into their shoes. Novation is required whenever you want to transfer a contract and have the original party walk away clean, rather than remain on the hook as a guarantor. Common situations include selling a business and transferring its vendor and customer contracts to the buyer, replacing a guarantor on a lease, or restructuring a multi-party financing arrangement. Novation requires a written agreement signed by all three parties and supported by new consideration.

Question 4

When does an assignment require the other party's consent?

Accepted Answer

Consent is required in three main situations. First, when the underlying contract contains an anti-assignment clause that requires consent — read the clause carefully because the wording matters. Second, when the contract involves personal services or unique skills, such as an artist commissioned to paint a portrait or a consultant hired for specific expertise; courts generally won't allow these to be assigned without consent because the identity of the performer is material. Third, when assignment would materially change the duty, increase the burden, or risk to the other party — for example, you can't typically assign your right to buy a custom-made product because the seller's manufacturing costs depend on knowing who the buyer is. In all other cases — most ordinary commercial contracts and almost all rights to receive money — assignment is permitted without consent unless the contract says otherwise.

Question 5

How do I record a trademark assignment with the USPTO?

Accepted Answer

Trademark assignments should be recorded with the United States Patent and Trademark Office (USPTO) within three months of execution to provide constructive notice to subsequent purchasers and to preserve the assignee's priority rights under 15 U.S.C. § 1060. The USPTO recording process is electronic through the Electronic Trademark Assignment System (ETAS) at the Assignment Recordation Branch, and the current fee is $40 per mark. The assignment document should identify the mark by registration or serial number, name the assignor and assignee with full legal entity information, describe the consideration, and explicitly transfer the trademark together with the goodwill associated with it — a transfer without goodwill is treated as an invalid 'assignment in gross' under U.S. trademark law and can void the assignment entirely.

Question 6

How do I record a patent assignment?

Accepted Answer

Patent assignments are recorded electronically with the USPTO Assignment Recordation Branch through the Electronic Patent Assignment System (EPAS) under 35 U.S.C. § 261, which provides that an unrecorded assignment is void against a subsequent good-faith purchaser without notice if the recording does not occur within three months of the assignment date or before the subsequent purchase. The current recording fee is $40 per patent or application. The assignment must be in writing, identify the patent or application by number, name the assignor and assignee, and clearly transfer all right, title, and interest. For pending applications, recording the assignment also allows the assignee to take over prosecution of the application before the USPTO.

Question 7

Can copyrights be assigned, and how is that recorded?

Accepted Answer

Yes. Copyrights are personal property under the Copyright Act and can be assigned in whole or in part, including for specific exclusive rights (reproduction, distribution, public display, public performance, derivative works) and for specific media or territories. Assignments must be in writing and signed by the assignor under 17 U.S.C. § 204(a). Recording the assignment with the U.S. Copyright Office is voluntary but provides significant legal benefits: it gives constructive notice of the transfer, establishes priority over subsequent transfers, and is required to bring an infringement lawsuit if the underlying work is registered. The Copyright Office's Document Recordation system handles electronic submissions, and the recording fee starts at $125 for one work. Authors retain a statutory right to terminate copyright assignments after 35 years under 17 U.S.C. § 203, even when the assignment says it is permanent.

Question 8

What is a CIIAA and who needs one?

Accepted Answer

A CIIAA — Confidential Information and Invention Assignment Agreement (sometimes called a Proprietary Information and Inventions Agreement, PIIA) — is a contract that employees, founders, and consultants sign at the start of their relationship with a company to (1) protect the company's confidential information and (2) automatically assign to the company any inventions or intellectual property they create within the scope of their work. CIIAAs are essential for any company that depends on intellectual property, especially startups raising venture capital — investors will refuse to fund a company that doesn't have signed CIIAAs from every employee and contractor who has touched the codebase or core IP. Several states (notably California under Labor Code Section 2870) require CIIAAs to carve out inventions developed entirely on the employee's own time without using company resources, and the agreement must give the employee written notice of this carve-out.

Question 9

Does an assignment have to be in writing?

Accepted Answer

It depends on what is being assigned and what the underlying contract requires. Generally, oral assignments of contract rights are valid under common law, and the assignment becomes effective the moment the assignor manifests a present intent to transfer the right. However, several important categories of assignment must be in writing: copyright assignments under 17 U.S.C. § 204(a), patent assignments to be recordable under 35 U.S.C. § 261, real-property and lease assignments under the statute of frauds, security interest assignments to be perfected under UCC Article 9, and any assignment where the underlying contract requires written transfers. As a practical matter, even when not legally required, you should always document an assignment in writing — it eliminates disputes about scope, timing, consideration, and the parties' intent, and it creates a record you can present to courts, registries, or third-party counterparties.

Question 10

Can future rights be assigned?

Accepted Answer

Yes, but with limitations. An assignment of future rights — such as future royalties, future receivables, or future intellectual property to be created by an employee — is generally enforceable in most jurisdictions, especially when supported by a present intent to assign and consideration. The Uniform Commercial Code expressly allows the assignment of after-acquired accounts receivable for security and financing purposes. Copyright assignments of future works are permitted under 17 U.S.C. § 204, but they remain subject to the author's statutory termination right after 35 years. Patent assignments of future inventions are routine in employment and consulting agreements. The main practical concern is that future assignments must be clearly described — vague language like 'all future inventions' may not be enforceable, while specific language tied to the scope of employment usually will be.

Question 11

What happens to the assignor after the assignment?

Accepted Answer

It depends on whether the transaction is a simple assignment or a novation. In a pure assignment, the assignor transfers rights but typically remains liable for the underlying duties unless the counterparty agrees otherwise — meaning the assignor could be sued by the counterparty if the assignee fails to perform. In a delegation of duties without consent, the assignor remains primarily liable; the assignee becomes liable only as a third-party beneficiary. In a novation, the assignor is fully released and substituted by the assignee, and the counterparty must agree in writing to that substitution. Best practice when you want to walk away clean from a contract you are transferring is to insist on a three-party novation rather than a bilateral assignment, particularly when the contract involves significant ongoing obligations, indemnities, or guarantees.

Question 12

Do I need to notify the other contract party of an assignment?

Accepted Answer

Yes, in almost every case. While notice is not always legally required to make the assignment effective, providing prompt written notice to the other contract party (the obligor) is critical to protect the assignee's rights. Until the obligor is notified of the assignment, they can continue to perform for and pay the original assignor — and any payment they make in good faith before receiving notice discharges their obligation, leaving the assignee to chase the assignor. Notice should identify the assignor and assignee, describe the rights assigned, state the effective date, and provide instructions for future performance and payment. For receivables and accounts subject to UCC Article 9, the notice rules are more formal. Best practice is to send the notice by certified mail or another method that creates a delivery record, and to attach a copy of the executed assignment.

Mechanism	What Transfers	Original Party Released?	Counterparty Consent
Assignment	Rights only	No (still liable for duties)	Usually no
Delegation	Duties only	No (remains as guarantor)	Sometimes
Novation	Entire contract position	Yes (fully released)	Yes — required
License	Use rights only	N/A (still owns)	N/A
Sublease/Subcontract	Use or performance to third party	No	Often required

Free Assignment Agreement Forms

What Is an Assignment Agreement?

Clean Transfer

Recording Compliance

Defensible Title

Assignment Agreement Form Preview

Assignment Agreement

Section 1: Parties

Section 2: Property Assigned

Section 3: Consideration

Section 4: Representations & Warranties

Section 5: Recording

Section 6: Execution

Types of Assignment Agreements

Contract Assignment

Trademark Assignment

Patent Assignment

Copyright Assignment

Partnership Interest Assignment

CIIAA (Confidentiality & IP Assignment)

Lease Assignment

Loan Assignment

Intellectual Property Assignment

Assignment vs Delegation vs Novation

How to Create an Assignment Agreement

Identify the property to be assigned

Check the underlying contract for anti-assignment clauses

Confirm the assignor actually owns the property

Document consideration

Add representations, warranties, and indemnities

Sign and notarize where required

Record with the appropriate registry and notify the counterparty

Key Components

Identification of parties

Description of property assigned

Consideration

Representations and warranties

Indemnification

Further assurances

Anti-assignment compliance

Recording instructions

Governing law

Effective date and execution

Anti-Assignment Clauses

Important interpretation rules

Recording Assignments

Trademark Assignments

Patent Assignments

Copyright Assignments

Real Estate Assignments

UCC Security Interests

Domain Name Transfers

Legal Requirements

Sample Assignment Agreement

TRADEMARK ASSIGNMENT AGREEMENT

Frequently Asked Questions

Official Resources

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