Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Intellectual Property (IP) Transfer Agreement (Germany) by Seedsummit
Open Legal LibraryUpdated 20 Oct 2025
The Seedsummit Transfer of Intellectual Property Rights and Grant of Usage Rights Agreement assigns all intellectual property and work results created by an employee or freelancer to the company, ensuring full ownership and usage rights. It includes provisions on prior works, moral rights waivers, open-source exclusions, inventions, proof obligations, and is governed by German law.
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Transfer of Intellectual Property Rights and Grant of Usage Rights
between
[company name]
- hereinafter referred to as “Company” -
and
[originator name]
- hereinafter also referred to as “Originator”
Definitions
If the terms defined below are used in this Agreement, they shall have the meaning stated below for purposes of this Agreement:
“Parties”: means the Company and the Originator together.
“Work Results": includes all work results, creations, inventions, findings, works, and other protectable performance results in the broadest sense, in the creation of which the Originator was, is, or will be involved at least partially in connection with his employment or freelance agreement as defined below with the Company.
“Intellectual Property Rights”: means all registered or unregistered, filed or not (yet) filed intellectual property rights and commercial proprietary rights, in particular (without limitation) (A) all copyrights and related rights (ancillary copyrights), including but not limited to all rights to (i) literary works, (ii) pictorial works and motion pictures, (iii) scientific and technical drawings, (iv) computer programs and computer software, including any form of source code, object code and any other form of code as well as any algorithms underlying the code and any documentation, and (v) databases; (B) German, European and foreign trademarks and trademark applications; (C) German, European and foreign patents and patent applications, utility models and semiconductor topographies; (D) German design rights and Community design rights; (E) protected business and trade secrets and know how.
Preamble
The Originator is employed at the companyis an independent service provider (as a so-called Freelancer). Insofar, the Parties have a corresponding contractual relationship with each other , particularly based on the agreement dated [underlying agreement date].
Based on this contractual relationship, the Originator provides services to the Company. Work Results may be the result of these services.
With this Agreement any Intellectual Property Rights of the Originator in respect to all previous, current, and future Work Results, particularly, without limitation, any copyrights, are transferred to the Company to the broadest extent permitted by law.
This applies in particular, but not exclusively, to the following previously created Work Results
[describe previously created work results]
Transfer of rights
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is a specialized assignment of intellectual property tailored for German legal requirements, specifically addressing the distinction between 'transfer' and 'usage rights' in copyright. It contains specific sections for the German Employees' Inventions Act and mandatory statutory remuneration claims. It is not a general employment contract or a standard service level agreement.
When should you use it?
Use this when an individual has created or will create copyrightable work or inventions for a company in Germany and the existing employment contract does not sufficiently cover IP assignment. The nearest alternative would be a standard IP assignment clause within a German employment agreement or a separate IP License Agreement.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Definitions | Defines Work Results to include inventions, computer programs, source code, and databases developed during the Originator's engagement. |
| 3 | Transfer of rights | Transfers all Intellectual Property Rights to the Company, or grants an exclusive usage right if compulsory German law prevents full transfer. |
| 5 | Waiver of moral rights | The Originator waives the right to be named as the author of Work Results to the extent customary in the industry. |
| 6 | Open-Source Software Exception | Excludes software developed or integrated under open-source licenses from the standard transfer and waiver provisions of this agreement. |
| 7 | Inventions | Applies the German Employees' Inventions Act to technical improvements made by employees, freelancers, or legal representatives. |
| 9 | Remuneration | Provides for a one-time payment or relies on existing contract salary to compensate the transfer, payable within 14 days. |
Who it's for
- a German company securing rights to software code and inventions created by a freelance developer
- an employer formalizing the transfer of pre-existing work results from a new hire
- a German startup ensuring all IP created during a service period belongs to the legal entity
How long it runs and how it's signed
How long
Runs until someone ends it
Stated duration
indefinite
Survives the end
Transfer of rights, Waiver of moral rights
Signed by
Company Representative, Originator
Witness
Not required
Notarisation
Not required
Also needed
Written form (Schriftform) required for amendments
Law it's drafted under
Refers to
German Copyright Act
Governed by
German Employees' Inventions Act (ArbnErfG)
Refers to
Sec. 32 German Copyright Act
Refers to
Section 5 (2) ArbnErfG
Jurisdiction
Germany
Document info
HTML document. Document created on Fri Sep 26th, 2025. Last updated on Mon Oct 20th, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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