Meaning
An intellectual property clause transfers ownership of future creations immediately upon their conception or reduction to practice. By using a present sense assignment, such as the phrase I hereby assign, the creator ensures that the rights vest in the employer or client the instant they come into existence. This avoids the need for a second, separate transfer document later.
Immediate Conveyance
The mechanical operation of this clause relies on specific verbs of immediate transfer. It stands in contrast to an agreement to assign, which only creates a contractual obligation to transfer rights.
Priority Shield
The legal protection provided by this mechanism is necessary when disputes arise over competing claims to the same technology. If a developer attempts to transfer the same work to a second company, the present sense assignment prevents the second transfer because the developer no longer owns the rights. This protects the original company’s investment from being compromised by subsequent actions.
Contractual Drafting
The distinction in wording requires careful attention from legal counsel when preparing agreements. It is common to see combinations of present and future transfer language to ensure that all bases are covered. This dual approach ensures that even if some rights cannot be assigned immediately, they are still subject to a binding transfer obligation.
