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This article serves as a comprehensive guide to understanding and drafting an Assignment Agreement. It outlines the legal framework governing assignments under Indian law. I will walk you through drafting the agreement and common mistakes to avoid ensuring enforceable agreements, making it a valuable resource for business, creators, and legal professionals navigating assignments. 

Introduction

Do you remember trading cricket and wrestling cards as a kid?

I used to play it smart and swap my Dravid for my brother’s prized Tendulkar. He was a Jeff Hardy fan. So I gave him my Jeff Hardy and took John Cena. Sometimes it would be hard to convince, but most of the time it would be done pretty quickly, we would shake hands, sometimes I would throw a chocolate in that pact, and that was it, deal done. 

No paperwork, no terms, just a mutual understanding. But now, what if, years later, my brother realises that his original cards were valuable? Now, can he claim that the cards he gave were only “on loan,” or that the trade never actually happened? Suddenly, that simple swap does not feel so simple.

Fast forward to adulthood, where the stakes are a bit higher. You are not trading cards anymore, but you are dealing with more serious matters. 

You are transferring copyrights, trademarks, software code, or business rights. And this time, a handshake will not cut it. That is where an Assignment Agreement comes in. It is your grown-up version of making the deal clear, legal, and enforceable.

An Assignment Agreement is essentially a legal contract that transfers specific rights, such as IP, contractual, or proprietary rights, from one party to another. The transferring party will be the assignor, and the receiving party will be the assignee. 

In this article, I will walk you through how Assignment Agreements work, why they matter, and how to draft one that actually protects what you are giving or getting.

Legal basis for assignment in India

Before you or your client signs off on an Assignment Agreement, what we first must understand is the legal framework. 

Which legal framework makes such transfers valid in the first place? In India, the law recognises assignments across various domains. This includes contracts, intellectual property, property rights, and even actionable claims. However, the rules are not uniform across the board. Each type of right comes with its own set of legal conditions and restrictions, and you must have a general idea of what it all is before you take your first step.

Let us start with the general law of contracts. Under the Indian Contract Act, 1872, most contractual rights can be assigned unless the contract specifically prohibits it or the nature of the obligation makes it personal to the parties. 

For example, if you have a contract to perform at an event, you cannot assign that obligation to someone else. You cannot do this taking other factors into consideration, such as them being excellent performer. Why is that? Because the performance is considered personal. On the other hand, a right to receive payment under a contract is usually assignable.

If you are dealing with intellectual property, you need to look beyond the Contract Act. Assignments of copyrights, trademarks, and patents are governed by their respective statutes – 

1. The Copyright Act, 1957, allows the assignment of copyright. Keep in mind that this can be done only in writing and with specific mention of the work, duration, and territorial extent. If any of these elements are missing, the assignment may be considered void.
2. The Trade Marks Act, 1999 permits the assignment of a registered trademark with or without the goodwill of the business. However, there are restrictions on assignments that create exclusive rights in more than one person for the same or similar goods or services.
3. The Patents Act, 1970, also allows assignments. These must also be in writing and registered with the Patent Office to be effective against third parties.

The Transfer of Property Act, 1882, governs the assignment of immovable property. These can be leases, mortgage rights, or actionable claims (e.g., debts secured by a mortgage). The Assignments must be in writing, duly executed, and, where applicable, registered, particularly for a property valued above ₹100 as per section 17(1)(b) of the Registration Act, 1908.

One often-overlooked area is the assignment of actionable claims, such as debts or benefits under insurance policies. These are governed by section 130 of the Transfer of Property Act and must be made in writing and signed by the assignor. As per section 131, the assignment does not take effect against the debtor until express notice of the assignment is given to them. 

What is crucial here?

Just because a right exists does not mean it can be assigned. Some rights are non-assignable by their nature or by statutory restriction. Personal rights, fiduciary obligations, and certain governmental permissions fall into this category.

So, before drafting an Assignment Agreement, you need to ask two fundamental questions:

1. Is this right assignable under Indian law?
2. Does the existing contract or legal instrument allow assignment?

Once you have those answers, you are in a much better position to structure your agreement correctly. 

Key parties and pre-agreement considerations

Before you get into the nitty-gritty of drafting an Assignment Agreement, take a step back and look at who is involved and what exactly is being assigned. I have seen agreements fall apart not because the clauses were badly written, but because the parties had not clearly understood the basics of who owns what, who is transferring what, and whether that transfer is even possible.

Parties – 

Let us begin with the parties. Every Assignment Agreement involves two main players.

First is the assignor: This is the person or entity who currently owns the rights and is transferring them.

Then, the assignee: This is the person or entity who is receiving the rights and will benefit from them going forward.

It sounds straightforward, right? But problems often arise when the assignor does not have full ownership of the rights being assigned. 

For example, let us say you are assigning intellectual property created during a freelance project. You need to check if the rights already belong to someone else. Perhaps through a work-for-hire clause or a previous agreement? You, as the drafter or the business owner, need to do some due diligence before the assignment goes ahead.

So, what does this due diligence involve? At the very least, you should check who legally owns the right being assigned and whether the right is free from third-party claims or encumbrances.

You also need to check tf the assignor has the legal capacity to assign (for example, an employee may need the employer’s consent). Also, look into whether any prior agreement limits or prohibits assignment.

Consideration – 

Now, let us talk about consideration. Under Indian contract law, every agreement needs to be supported by lawful consideration. That means the assignee must usually give something in return. And this is not just money. It could also be shares, or even a mutual exchange of rights. Even if the assignor is gifting the rights, it is safer to mention nominal consideration, even if it is just one rupee, to avoid enforceability issues later.

Consent – 

Another important issue is consent. This is needed especially when you are assigning rights that are part of a larger contract. Many contracts include a non-assignment clause. This means the assignor cannot transfer their rights without prior written approval from the other party to the original contract. If you overlook this, the assignment may be ineffective or even amount to a breach of contract.

Warranties and representations also play a crucial role at this stage. The assignor should state that they are the sole owner of the rights, the rights are not being assigned to anyone else, and that there is no pending litigation or dispute relating to those rights.

As the assignee or the lawyer drafting the agreement, these assurances are your safety net. They allow you to proceed with confidence and give you recourse if something goes wrong later.

So, to sum it all up, do not rush to the drafting table without first confirming that the assignment is legally possible. Are both parties clearly identified? Does the assignor actually have the right and authority to assign? Make sure you have answers to these questions. Getting these basics right will save you a great deal of trouble down the line.

Now, let us look into the actual structure of the agreement and the clauses you must include.

What are the essential terms of the agreement? 

Before your content reaches an OTT platform, you must be sure of one thing: who owns what. 

You may have put it all together so perfectly; commissioned a writer to pen a gripping script, hired a composer to craft a haunting soundtrack, or brought in a graphic designer to create the show’s visual identity. But unless you have legal agreements assigning those copyrights to you, you do not own the work; you merely paid for a service.

This step is where copyright ownership gets legally transferred from the original creator (such as a writer or artist) to the production company or platform.

The most common contract used here is a Copyright Assignment Agreement.

Now that we have covered the legal framework and the groundwork you need to do before drafting, let us look at how you actually structure an Assignment Agreement.

I usually recommend starting with a clean layout, numbering each clause, and keeping the language formal but clear. 

Here is a breakdown of the essential sections you should include in most Assignment Agreements, especially those involving intellectual property or contractual rights.

I will keep it brief here and explain further while drafting an agreement. 

Recitals

This is where you set the context. You explain who the parties are, their relationship, and what the background to the assignment is. It is not legally operative, but it helps the reader (and the court, if it ever gets there) understand the story behind the contract.

Example:

“Whereas the Assignor is the sole owner of the copyright in the literary work titled __; 

and

Whereas the Assignee wishes to acquire said rights from the Assignor.”

This section is not operational; it does not impose obligations, but it provides clarity that helps in interpretation if a dispute arises later.

Definitions

Do not underestimate the power of this section. Define key terms like “Assigned Rights”, “Effective Date”, “Work”, or “Consideration”. Clear definitions prevent disputes over interpretation later.

Assignment clause

This is the heart of your agreement. You must specify exactly what is being assigned. Be as specific as possible.

Example:

“The Assignor hereby irrevocably assigns to the Assignee all right, title and interest in and to the copyright in the literary work titled ‘The Lost Archive’, including the right to reproduce, distribute, and adapt the work in all media throughout the world for the duration of the copyright.”

Note how the clause covers the scope (all rights), territory (worldwide), and duration (entire copyright term).

Consideration

You must state what the assignee is giving in return for the assignment. It could be a one-time payment, royalties, shares, or something else. Mention the amount, timing, and mode of payment.

Example:

“In consideration for the assignment of the rights, the Assignee agrees to pay the Assignor a sum of INR 1,00,000 (Indian Rupees One Lakh) within seven (7) business days of execution of this Agreement.”

This clause ensures there is no ambiguity about payment and that the creator cannot later claim further compensation.

Warranties and representations

This is where the assignor assures the assignee that they have the authority to make the assignment, that the rights are free from encumbrance, and that there are no disputes pending.

Example:

“The Assignor represents and warrants that they are the sole and exclusive owner of the Assigned Rights and that such rights are not subject to any liens, claims, or litigation.”

Without this clause, the Assignee may be left exposed to copyright disputes, plagiarism claims, or royalty demands from unknown contributors.

Indemnity

You want a clause that says the assignor will protect the assignee if someone later challenges the rights.

Example:

“The Assignor agrees to indemnify and hold harmless the Assignee from and against any claims, losses, or damages arising out of any breach of the warranties and representations set out in this Agreement.”

Credit and acknowledgement 

While copyright may be assigned, creators often retain the desire for attribution. This clause ensures the Assignor receives proper credit, particularly in visual media (like web series or films), without compromising the Assignee’s ownership or control.

This clause balances the creative’s moral satisfaction with the producer’s editorial freedom.

Confidentiality (if relevant)

If the assignment involves trade secrets, business models, or unpublished works, include a confidentiality clause.

Example:

“Each party shall maintain in strict confidence all confidential information received from the other party in connection with this Agreement and shall not disclose such information without prior written consent.”

This clause protects the commercial interests of the producer and ensures that the project is not prematurely leaked or discussed.

Governing law and jurisdiction

This clause determines which legal system will apply and where disputes will be resolved.

Example:

“This Agreement shall be governed by the laws of India, and the courts at Bengaluru shall have exclusive jurisdiction over any disputes arising from this Agreement.”

Miscellaneous clauses

Here, you cover the standard boilerplate: entire agreement clause, amendment procedure, severability, and notices. These may seem routine, but they often become critical in practice.

Example:

“This Agreement constitutes the entire understanding between the parties and supersedes all prior communications. No amendment shall be valid unless made in writing and signed by both parties.”

Execution clause

Finally, include a space for both parties to sign, with their names, designations, dates, and, if applicable, witness signatures.

That is your basic framework. Of course, the structure can be adapted depending on whether you are assigning a copyright, a brand name, a contract, or something else entirely. But these ten sections form a solid base for most agreements.

Now, I will walk you through a sample scenario so you can see how these clauses come to life in practice.

Background: the making of “ Voices that Fade”

Meet Aditi Khanna, an independent producer based in Mumbai. She recently greenlit a psychological thriller titled ‘Voices that Fade’. The script was written by Neil Gopal, a Bangalore-based writer. Aditi now plans to pitch the project to Netflix India and wants to ensure that the production house she runs, GL Studios LLP, owns all rights in the script.

Neil has been paid for his services, but as per Indian copyright law, ownership remains with the author unless formally assigned. Aditi’s legal advisor recommends executing a Copyright Assignment Agreement to clearly transfer rights from Neil to GL Studios.

Let us now look at how the agreement begins with the Parties and Recitals.

Sample agreement

COPYRIGHT Assignment Agreement

This Copyright Assignment Agreement (“Agreement”) is made and executed on this 10th day of May, 2025, at Mumbai, Maharashtra.

Parties and recitals

This section sets the legal and factual context of the agreement. It identifies the individuals or entities entering into the agreement (the “Parties”) and explains the background and intention behind their transaction (the “Recitals”).

You need to include the legal names and addresses of both parties, the professional role of each party (e.g., Writer, Producer), and the purpose of the agreement.

You can also briefly mention the work and its development, and give confirmation that the assignor is the original creator and owner of the work

This Agreement is made between:

Mr. Neil Gopal, an individual residing at No. 14, 2nd Cross, Indiranagar, Bangalore – 560038 (hereinafter referred to as the “Assignor” or “Writer”, which expression shall, unless repugnant to the context, include his heirs, legal representatives and assigns);

AND

GL Studios LLP, a limited liability partnership incorporated under the laws of India, having its registered office at Flat No. 602, Sea Breeze Apartments, Juhu Tara Road, Mumbai – 400049, acting through its Designated Partner Ms. Aditi Khanna (hereinafter referred to as the “Assignee” or “Producer”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

WHEREAS:

1. The Assignor is the sole and exclusive author and owner of a literary work titled “ Voices that Fade”, a screenplay written in English, completed in final form on or about 1st May 2025 (“Work”);
2. The Assignee desires to acquire, and the Assignor agrees to assign, all rights, title, and interest in and to the said Work, including all copyright therein, for use in audio-visual adaptations and commercial exploitation;
3. The Parties are entering into this Agreement to record the terms and conditions of such assignment.

1. Definitions

You need to clearly define the key terms in order to avoid any confusion in the future between both parties.

NOW THEREFORE, in consideration of the mutual covenants and the payments to be made, the Parties hereby agree as follows:

1.1 “Agreement” means this Assignment Agreement, including any schedules or annexures attached hereto.

1.2 “Assigned Rights” means all rights, title, and interest being assigned under this Agreement, including but not limited to any intellectual property rights, contractual rights, or proprietary interests as described in Clause 3.

1.3 “Effective Date” means the date set out on the first page of this Agreement, being the date on which the assignment becomes operative.

1.4 “Assignor” means the party assigning the Assigned Rights, as named in Clause 2 of this Agreement.

1.5 “Assignee” means the party receiving the Assigned Rights, as named in Clause 2 of this Agreement.

1.6 “Territory” means the geographical area in which the Assignee shall be entitled to exercise the Assigned Rights. If no such area is specified, the Territory shall be deemed to be worldwide.

1.7 “Work” means a script titled ‘Voices that Fade.

1.8 “Consideration” means the amount or benefit payable by the Assignee to the Assignor in exchange for the Assigned Rights, as described in Clause 4.

2. Assignment of rights

Keep in mind that this clause is the heart of a Copyright Assignment Agreement. It legally transfers ownership of the copyright in the work from the creator (Assignor) to the producer or commissioning party (Assignee). You need to include a clear and irrevocable assignment of all rights, title, and interest. You also need to mention the specific rights assigned. You can also add a reference to the moral rights waiver, if applicable. You also need to add an indication of the territory, and the duration is usually global and perpetual. Finally, clarify if the Assignee can further license or transfer the rights or not.

Without this clause, the producer does not legally own the content even if they paid for its creation.

2.1 The Assignor hereby irrevocably and unconditionally assigns, transfers, and conveys to the Assignee all rights, title, and interest in and to the Work, including the entire copyright and all other intellectual property rights subsisting therein, in all forms and media, whether now known or hereafter devised, throughout the world and for the entire duration of such rights.

2.2 The rights assigned shall include, without limitation, the exclusive right to reproduce, modify, edit, adapt, translate, perform, publish, broadcast, distribute, synchronise, communicate to the public, and otherwise commercially exploit the Work, whether as a standalone literary work or as part of any audio-visual content including films, web series, documentaries, or any other formats.

2.3 The Assignor acknowledges that upon execution of this Agreement, the Assignee shall be deemed the sole and exclusive owner of the Work and may exercise all rights therein without any further consent, payment, or obligation to the Assignor.

2.4 The Assignor further waives, to the fullest extent permitted under applicable law, the author’s special rights in relation to the Work, including the right to object to derogatory treatment or modification of the Work.

2.5 This assignment shall be valid worldwide and shall continue in perpetuity.

3. Consideration

In copyright assignments, the creator must receive something in return, usually a one-time fee or a royalty-based payment for transferring rights. You need to include the amount of payment agreed for the assignment. So, clarify if it is a lump sum, milestone-based, or royalty-based, and if the amount is inclusive or exclusive of taxes.

You also need to clarify that no additional amounts shall be payable beyond the agreed consideration. You can also add a reference to a payment schedule or annexure.

3.1 In consideration for the assignment of rights under Clause 2 above, the Assignee agrees to pay the Assignor a one-time, all-inclusive sum of INR 3,00,000 (Rupees Three Lakh only), subject to applicable taxes, if any.

3.2 The said amount shall be paid in two tranches:
(a) INR 1,50,000 upon execution of this Agreement; and
(b) INR 1,50,000 upon delivery and acceptance of the final version of the Work by the Assignee.

3.3 The Assignor acknowledges and confirms that the above amount represents full and final payment for the assignment of rights in the Work, and the Assignor shall not be entitled to claim any further amount, royalty, or remuneration from the Assignee or its successors, assigns, licensees, or partners in any manner whatsoever.

3.4 The Parties agree that the consideration mentioned herein is fair and reasonable and is acceptable to the Assignor.

4. Warranties and indemnity

This clause protects the Assignee from future legal troubles. When the Assignor transfers copyright, the Assignee must be confident that the work is original and that no third party can claim rights over it.

You need to include a warranty that the Assignor is the sole creator and owner of the work. You also need to add a confirmation that the work is original and not copied or infringing. Make sure that an indemnity is added, which means the Assignor agrees to compensate the Assignee if any claims or losses arise due to breach of warranty or third-party rights

You can also include a clause stating that the Assignor has not previously sold or licensed the work.

4.1 The Assignor represents and warrants that:

4.1.1 The Work is an original literary creation of the Assignor and does not infringe upon the copyright or other intellectual property rights of any third party;

4.1.2 The Assignor is the sole and exclusive owner of all rights, title, and interest in the Work and has full power and authority to enter into this Agreement and assign such rights;

4.1.3 The Work has not been published, assigned, licensed, or otherwise transferred to any third party prior to the date of this Agreement; and

4.1.4 The Assignor has not created the Work under any employment or commissioned arrangement that would vest ownership in any third party.

4.2 The Assignor agrees to indemnify, defend, and hold harmless the Assignee, its partners, licensees, distributors, and assigns from and against any and all losses, damages, liabilities, claims, costs, and expenses (including reasonable legal fees) arising from any breach of the foregoing warranties or any claim by a third party relating to the Work or the rights assigned herein.

5. Credit and acknowledgement

You need to include whether the Assignor will be credited, and in what manner and whether credit is subject to final edit or discretion. You also need to add the medium and placement of such credit (e.g., opening or end credits, promotional materials). A clarification that a lack of credit will not amount to a breach of contract or affect the assignment

 5.1 The Assignee agrees to provide appropriate credit to the Assignor in the following

format:

“Story by Neil Gopal”

This credit shall appear in the end credits of each episode of the Web Series and on promotional materials where feasible, subject to space and editorial discretion.

5.2 The Assignor acknowledges that the placement, prominence, and manner of credit shall be determined by the Assignee in its sole discretion and in accordance with its general crediting practices.

5.3 The Assignor agrees that any failure by the Assignee to provide such credit shall not constitute a breach of this Agreement or affect the validity of the rights assigned herein.

6. Confidentiality and publicity

Here, this safeguards sensitive project information, such as the storyline, characters, casting, or production schedule, from being publicly disclosed or used by the Assignor in any way that could compromise the project’s confidentiality or market impact. Which is why you must have it in your agreement.

You need to include a clear obligation not to disclose or share confidential information, restrictions on public announcements, interviews, or promotional discussions by the Assignor, and the duration of the confidentiality obligation.

You also need to carve out legal disclosures or information already in the public domain. If you wish, you can also add a requirement to seek written approval before making any public reference to the project.

6.1 The Assignor agrees to maintain strict confidentiality with respect to all information relating to the Work and the Project, including but not limited to the storyline, characters, format, development discussions, production schedule, casting, or any other proprietary or sensitive information, whether disclosed orally, in writing, or otherwise.

6.2 The Assignor shall not, without the prior written consent of the Assignee, make any public announcement, publish any material, participate in any interview, or engage in any publicity or promotional activity relating to the Work or the Project.

6.3 The confidentiality obligations under this Clause shall survive the termination or expiry of this Agreement and shall continue to be binding for a period of five (5) years thereafter.

6.4 The obligations under this Clause shall not apply to information which (a) is or becomes publicly known without breach of this Agreement, (b) is required to be disclosed by law or any court or governmental authority, or (c) is disclosed with the prior written consent of the Assignee.

 7. Governing law

You need to mention the governing law in case of interstate transactions. This will also be important in cross-border agreements or transactions. In the present case, it is the same state, but you can still add it to avoid any confusion.

7.1 This Agreement shall be governed by and construed in accordance with the laws of India. The courts at Mumbai, Maharashtra, shall have supervisory jurisdiction over arbitration proceedings.

8. Dispute resolution

You need to have a dispute resolution clause because if the relationship breaks down, you need a civilised exit route. You can add mediation or arbitration before going to court, and the specific jurisdiction (helpful if parties are in different states or countries). You also need to mention the choice of governing law.

8.1 Any disputes shall first be resolved by mutual consultation. If unresolved within thirty (30) days, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.

8.2 In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, and its amendments thereafter. The panel for the arbitration proceedings shall be mutually agreed upon by both parties. 

8.3 Arbitration proceedings shall be conducted in English language, with a single Arbitrator, and the venue and seat shall be at Mumbai. The award of the arbitration proceedings shall be final and binding on the Parties. All arbitration awards shall be in writing, and the reasons for the award shall be stated. This Agreement shall be governed by the laws of India.

9. Miscellaneous 

This section acts as the legal housekeeping of the agreement. It covers standard but essential provisions that help interpret, enforce, and resolve issues that may arise under the contract. You can sections such as:

1. Entire agreement, which confirms that this is the full agreement. 
2. Amendments, in case you want to make changes to the agreement.
3. Severability, which states that the invalidity of one clause does not affect the rest
4. Notices will cover how legal communication shall be made
5. Assignment, this will clear whether rights can be transferred further

It ensures the agreement is clear, binding, and enforceable even if problems arise.

9.1 Entire Agreement 

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, representations, or agreements, whether oral or written, relating to the subject matter hereof.

9.2 Amendments 

No modification or amendment of this Agreement shall be valid unless made in writing and signed by both Parties.

9.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.4 Notices

Any notices required or permitted under this Agreement shall be in writing and shall be deemed to be properly given if delivered by hand, email (with delivery confirmation), or registered post to the address of the respective Parties set out herein.

9.5 Assignment

The Assignee may assign or license its rights under this Agreement to any third party without the prior consent of the Assignor. The Assignor shall not assign its obligations or benefits under this Agreement without the prior written consent of the Assignee.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

For the Assignor:
Name: Neil Gopal
Designation: Author
Signature: ___________________________
Date: _______________________________

For the Assignee:
Name: GL Studios LLP
Designation: Authorised Representative
Signature: ___________________________
Date: _______________________________

Common mistakes to avoid

Even though Assignment Agreements may look straightforward, I have seen far too many go wrong because of small, avoidable mistakes. Whether you are drafting the agreement, reviewing one, or advising a client, these are the red flags you should always watch out for. Some of these may seem basic, but they have caused real legal issues in practice.

1. Vague description of the assigned rights

This is probably the most common error. If the subject matter is not clearly defined, you could end up with a dispute about what was actually transferred.

For example, saying “Assignor assigns the artwork” is too vague. Which artwork? When was it created? What rights are included only reproduction, or also adaptation, and commercial use?

Always describe the work or rights in precise terms. Use dates, titles, registration numbers (if available), and be specific about the scope of the assignment.

2. Forgetting to include consideration

Under the Indian Contract Act, 1872, consideration is essential. Without it, the assignment may be invalid. I have seen agreements that say “for mutual consideration, the rights are assigned,” but do not actually state what the consideration is.

Even if it is a nominal sum of ₹1,000, for instance, mention it clearly. Better still, mention the mode and timing of payment as well.

3. No clause on moral rights

Many drafters forget that in India, authors retain moral rights even after assigning economic rights. This includes the right to be identified as the author and the right to object to distortion or mutilation of the work.

If your client is the assignee and wants full freedom to adapt or modify the work, include a waiver of moral rights clause. Otherwise, you might get a legal notice years later from the creator.

4. No governing law or jurisdiction clause

It is a small clause, usually added at the end, but its absence can lead to big problems. If a dispute arises, where will the case be heard? Under which country’s or state’s laws?

Always include a clause that states which law governs the agreement and which court will have jurisdiction.

5. Not registering the assignment (when required)

This is especially relevant for trademarks and copyrights. Under the Copyright Act, registration is not mandatory, but it helps. For trademarks, if you are recording an assignment with the Trade Marks Registry, the Assignment Agreement must be filed along with Form TM-P.

Clients often assume that once the contract is signed, the legal work is done. But unless you take the extra step to record the assignment (when applicable), the legal protection may not be complete.

6. Using a template blindly

I cannot tell you how many times I have seen clients download a random Assignment Agreement from the internet and use it without checking if it fits their situation. I once came across a case where a music composer used a US-style agreement template that transferred rights “in perpetuity throughout the universe,” language that sounds grand but has little practical relevance here in India.

Templates are useful, yes, but only as starting points. Always tailor them to the actual facts of the case and the applicable legal requirements.

7. Missing signatures or execution details

A well-drafted agreement is no good if it is not properly signed. This includes:

• Signatures from authorised persons (especially for companies)
• Date and place of signing
• Witnesses, if advisable
• Stamp paper of appropriate value (under the Indian Stamp Act)

If any of these are missing, you could face enforceability issues later.

These mistakes are easy to overlook, especially when you are working on tight deadlines or dealing with non-lawyers who may not know what to look for. That is why I always use a checklist when reviewing an Assignment Agreement.

In the next section, I will give you just that a practical checklist you can refer to when drafting or reviewing an Assignment Agreement.

 FAQs

1. Can an assignment be revoked after it is signed?

Generally, no assignments are irrevocable unless the agreement specifically allows for termination or reversal. However, if the assignment was obtained by fraud or misrepresentation, a court may step in. Always include a clear termination clause if you expect the relationship to evolve.

2. Is email communication enough to assign rights?

No, not under Indian copyright law. An assignment must be in writing and signed by the assignor. Courts have rejected mere email conversations or WhatsApp messages as valid assignments, even if they mention payment.

3. Can moral rights really be waived in India?

This is tricky. While you can include a clause waiving moral rights, Indian courts have been protective of an author’s moral rights, especially the right to attribution and integrity. So even with a waiver, the creator might succeed in a claim if the work is distorted or misused in a way that affects their reputation.

4. What if the assigned work is later found to infringe someone else’s rights?

That is where indemnity clauses matter. The assignee can seek compensation from the assignor if the latter falsely claimed original authorship. But practically, recovering money is a long process, especially if the assignor is an individual with limited assets.

5. Can I assign rights that I do not yet own?

No, you can only assign rights that you own at the time of the agreement. However, you can sign a future assignment or a conditional assignment, which only becomes effective once the rights are acquired. This is common in film production deals.

6. Should I register my Assignment Agreement with the Copyright Office?

It is not mandatory under Indian law, but it is highly advisable. If a dispute arises, a registered assignment carries greater evidentiary value. It also helps prevent someone else from claiming ownership.

7. Do I need to pay GST on assignment fees?

Yes, intellectual property assignments (except certain copyrights in books and music) are generally subject to GST. Check the nature of the IP and consult a tax advisor for classification. Many clients forget to add GST in the invoice, which can later cause issues with input tax credit.

The document titled “Getting started with your Assignment Agreement: Roles and Red Flags” provides a comprehensive guide on Assignment Agreements under Indian law, with a focus on intellectual property and contractual rights. However, there are a few factually and legally incorrect or potentially misleading statements, ambiguities, or areas that require clarification. Below is a detailed analysis of these issues: