Intellectual Property Licences and Assignments

What’s the Difference Between a Licence and an Assignment?

A licence grants someone permission to use intellectual property, subject to the terms you set. Ownership of the IP does not change but the licensee has a right to use the IP. The licensor (usually the owner of the IP, but sometimes IP can be subject to a sub-licence) controls how the IP is used, for how long, in what territory, and on what terms.

An assignment transfers ownership of the intellectual property entirely. Once assigned, the original owner no longer has any rights to that IP — it’s the equivalent of selling it outright.

Choosing between a licence and an assignment depends on your commercial objectives, and we can advise you on which approach best suits your situation.

Standalone and Embedded IP Licences

IP licences can take many forms. Sometimes a licence is a standalone transaction — for example, a business licensing its brand to a partner in another territory, or a patent holder granting a third party the right to manufacture a patented product.

However, IP licences also frequently form part of a wider commercial arrangement. In many business relationships, the licensing of intellectual property is embedded within a broader agreement rather than documented separately. Common examples include:

• Software End User Licence Agreements (EULAs) — Where a customer is granted a licence to use software as part of a purchase or subscription
• Franchise Agreements — Where the franchisee is licensed to use the franchisor’s trade marks, branding, systems and know-how
• Distribution Agreements — Where a distributor is licensed to use the supplier’s branding and marketing materials in connection with the resale of products.
• SaaS Agreements — Where access to a cloud-based platform includes a licence to the underlying software and content (both of which will be subject to copyright)
• Manufacturing Agreements — Where a manufacturer is licensed to use IP in order to produce goods on behalf of the IP owner
• Joint Venture Agreements — Where either or both parties licence their background (existing) IP into the venture. The agreement will also need to address ownership and use of any IP created by the joint venture.

Whether standalone or embedded within a broader arrangement, it’s essential that the IP licensing terms are clearly defined and properly drafted. Ambiguity over what rights have been granted, the scope of permitted use, or what happens on termination can lead to costly disputes and loss of control over your most valuable assets.

Types of Intellectual Property We Deal With

Our Commercial Team advises on licences and assignments relating to all forms of IP, including:

• Trade marks — Brand names, logos, slogans
• Copyright — Written content, images, music, software code, artistic works
• Patents — Inventions, processes, technical innovations
• Designs — Registered and unregistered design rights
• Database rights — Databases and their contents
• Trade secrets and confidential information — Know-how, formulas, customer lists, business methods

Key Issues in IP Licences

When granting or taking a licence — whether as a standalone agreement or as part of a wider commercial arrangement — it’s important to get the terms right. Poorly drafted licences can lead to disputes, loss of control over your IP, or unexpected liabilities. Key issues we address include:

• Scope — Exactly what IP is being licensed and for what purpose?
• Exclusivity — Is the licence exclusive, sole, or non-exclusive?
• Territory — Where can the licensee use the IP?
• Duration — How long does the licence last? Can it be renewed?
• Fees and royalties — Is there an upfront fee, ongoing royalties, or both? How are they calculated?
• Sub-licensing — Can the licensee grant rights to others?
• Quality control — Can you maintain standards over how your IP is used?
• Improvements and modifications — Who owns any new IP created using or building upon the licensed IP?
• Termination — On what grounds can the licence be revoked? What happens to products or materials already produced?
• Warranties and indemnities — Who bears the risk if the IP infringes a third party’s rights?

Key Issues in IP Assignments

When transferring ownership of IP, certainty is everything. An assignment must be clear, complete and properly executed to be effective. Key issues we address include:

• What is being assigned — A precise description of the IP being transferred.
• Consideration — The price or other value being given in return.
• Warranties — Confirmation that the assignor owns the IP and is entitled to transfer it.
• Existing licences — Whether any existing licences will continue after the assignment.
• Moral rights — In copyright assignments, whether moral rights are waived.
• Registration — Whether the assignment needs to be recorded at the Intellectual Property Office (IPO) or other registry.
• Future rights — Whether the assignment covers future IP developed in a related field.

How We Can Help

At Nelsons, our Commercial Team advises businesses on all aspects of IP licensing and assignment — whether as standalone transactions or as part of wider commercial arrangements. We provide practical, commercially focused advice that helps you protect your intellectual property, maximise its value, and ensure your rights are clearly defined in every business relationship where IP is involved.

We’re based in Derby, Leicester and Nottingham, but we advise businesses throughout the UK and beyond.

Call us: 0800 024 1976  Submit an enquiry: Complete our online enquiry form