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PCT Assignment Agreement

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PCT ASSIGNMENT AGREEMENT

This PCT Assignment Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Assignor Name: (Assignor), with principal place of business at , and Assignee Name: (Assignee), with principal place of business at .

RECITALS

WHEREAS, Assignor is the owner of all right, title and interest in and to the international patent application filed under the Patent Cooperation Treaty identified as PCT Application Number , filed on , entitled (the "PCT Application"), together with any priority applications, continuations, divisionals, national phase entries, patents issuing therefrom and all related filings and rights (collectively, the "Assigned Rights").

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Rights upon the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement effectuate a complete assignment of the Assigned Rights, including all rights to prosecute, maintain, enforce and exploit the Assigned Rights in any country in which rights may be obtained.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration set forth herein, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's right, title and interest in and to the Assigned Rights throughout the world, including, without limitation, the entire right to file, prosecute, maintain, abandon, abandon selectively, enter national phases, obtain patents, and to sue for and recover past and future damages for infringement, and all causes of action, claims, remedies, and goodwill associated therewith. This assignment includes, without limitation, all applications, patents, continuations, divisions, substitutions, reissues, reexaminations, supplementary protection certificates, and extensions that issue from or claim priority to the PCT Application.

1.2 Further Instruments. Assignor shall execute such further instruments and take such further acts as may reasonably be required by Assignee to effectuate and confirm the transfer of the Assigned Rights, to perfect Assignee's title, and to enable Assignee to file or record this Assignment with patent offices and other governmental authorities.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (the "Consideration") pursuant to the payment terms set forth in Section 2.2.

3. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights, free and clear of any liens, security interests, encumbrances, licenses, or other adverse claims except as disclosed in writing to Assignee; (b) Assignor has full corporate or individual power and authority to execute, deliver and perform this Agreement and to grant the rights conveyed; (c) no consent of any third party, governmental authority or tribunal is required for Assignor to consummate the transactions contemplated hereby, except for filings required to record the assignment with patent offices; and (d) to Assignor's knowledge, there is no pending adjudication that would adversely affect the Assigned Rights.

4. PROSECUTION, MAINTENANCE AND ENFORCEMENT

4.1 Control of Prosecution. Except as otherwise agreed in writing, Assignee shall have the exclusive right to control the prosecution, maintenance and enforcement of the Assigned Rights worldwide. Assignor shall, at Assignee's expense, promptly execute powers of attorney, assignments, declarations and other documents necessary for Assignee or its counsel to prosecute, maintain and enforce the Assigned Rights.

4.2 Preservation of Evidence; Cooperation. Assignor shall provide to Assignee all prosecution files, invention disclosures, lab notebooks, and materials reasonably necessary for the continued prosecution and enforcement of the Assigned Rights and shall cooperate in actions reasonably requested by Assignee, including testimony and document production.

5. TAXES AND COSTS

Unless otherwise agreed in writing, fees, costs and expenses associated with recording this Assignment with patent offices, filing national phase entries, and obtaining patent issuance or maintenance that are incurred after the Effective Date shall be borne by Assignee. Any transfer taxes, documentary stamps, or other taxes, fees or charges imposed by any governmental authority as a result of this assignment shall be borne by .

6. CONFIDENTIALITY

The parties agree that the terms of this Agreement and any non-public information exchanged in connection with the assignment shall be kept confidential and shall not be disclosed to any third party except to the extent required by law, regulation, or court order, or to the parties' respective legal and financial advisors on a confidential basis.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their respective notice addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

10.1 Assignment of Rights. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Assignee may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

Assignor Printed Name:

By:

Date:

Assignee Printed Name:

By:

Date:

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What a PCT Assignment Agreement Is and When It’s Used

A PCT Assignment Agreement is a written contract that transfers ownership of rights in an international patent application filed under the Patent Cooperation Treaty (PCT) or related patent rights from one party (assignor) to another (assignee). It documents parties, the application or patent identifiers, the scope of the rights being transferred, the effective date, and any consideration. In cross-border IP transactions it supports clear chain-of-title for prosecution, licensing, enforcement, and recordation with national patent offices. The agreement also establishes warranties, representations, and instructions for recordation where required.

Why a Clear Assignment Matters for PCT Filings

A formal assignment reduces ownership disputes, enables recordation with national offices or the USPTO, preserves rights for enforcement and licensing, and creates an auditable chain of title essential during prosecution and commercialization.

Why a Clear Assignment Matters for PCT Filings

Typical parties and teams that complete PCT assignments

Practical users include corporate IP teams, outside patent counsel, and technology transfer offices who must document ownership changes precisely and promptly.

  • Corporate IP and legal departments responsible for aligning assignment language with prosecution and commercialization strategy.
  • Patent attorneys and outside counsel preparing assignments, verifying application details, and handling recordation with patent offices.
  • University technology transfer offices and inventors preparing assignments to comply with institutional policy and funding obligations.

Clear role mapping helps ensure correct signatory authority, faster recordation, and fewer downstream disputes during prosecution, licensing, or sale.

Core elements to include in a professional assignment

A complete agreement ties parties and patent identifiers to the transfer, states exactly what rights move, and provides signatures, consideration, and recordation instructions to preserve enforceability.

Party Identification

Full legal names and entity types for assignor and assignee, with contact details and jurisdictions of organization.

Recitals

Background facts identifying the PCT application or related national filings, inventor names, and prior ownership history.

Assignment Grant

Clear, present-tense clause transferring all right, title, and interest in the specified application and associated rights.

Consideration

Monetary amount or other value exchanged, or a statement of nominal consideration where applicable.

Representations & Warranties

Assignor confirms ownership, authority to assign, and absence of encumbrances, with survival clauses as needed.

Signatures & Recordation

Signature blocks, witness/notary details if required, and instructions for recordation with WIPO, USPTO, or national patent offices.

Essential information fields required in the agreement

Assignor Name: Full legal name
Assignee Name: Full legal name
PCT/Application Number: Application identifier
Filing Date: MM/DD/YYYY
Effective Date: MM/DD/YYYY
Consideration: Amount or description

Step-by-step: executing a PCT assignment

Follow this sequence to prepare, sign, and record an assignment that supports downstream filing, licensing, and enforcement.

  • 01
    Prepare Draft: Gather PCT number and ownership history.
  • 02
    Review Authority: Confirm assignor has right to transfer.
  • 03
    Sign and Authenticate: Obtain signatures, notarization, or RON as required.
  • 04
    Record Assignment: Submit to national office or USPTO as applicable.

Configure a secure online assignment workflow

Set up a digital workflow that enforces field completion, signer order, and authentication to reduce rework and speed recordation.

Document Upload PDF or DOCX upload
Field Placement Add signature, name, and date fields
Signer Authentication Email link, SMS code, or KBA
Attachments Attach exhibits or inventor declarations
Delivery Method Email to signers or secure link

Where to send the signed assignment

After execution, route documents to the parties, counsel, and the appropriate patent office for recordation to protect public notice and chain of title.

  • Assignee Records: Store executed copy in corporate IP files
  • Counsel Review: Send to patent counsel for filing
  • USPTO Recordation: Record assignment with the USPTO if U.S. rights involved
  • WIPO/National Offices: File in national phase offices when required

Digital signing and technical requirements

Use an eSignature platform that supports secure authentication, an auditable audit trail, and exportable signed PDFs for patent office recordation.

  • Authentication Options: Email, SMS, or stronger methods
  • Audit Trail: Timestamps, IP, and actions logged
  • File Formats: PDF and DOCX supported

Timing considerations and typical deadlines

Timely execution and recordation preserve enforceability and evidentiary priority; recordation timing varies by office and can affect licensing and enforcement actions.

Effective Date Entry:

Record the execution date accurately

Prompt Recordation:

Submit to patent office as soon as feasible

National Phase Filings:

Coordinate assignment with national phase submissions

Contractual Deadlines:

Meet closing or escrow dates specified in deal documents

Statute of Limitations:

Assignment timing can affect subsequent enforcement windows

Common risks and consequences of errors

Invalid Title: Loss of clear ownership
Recordation Rejection: Incorrect identifiers cause refusal
Enforcement Issues: Inability to sue without clear chain
Tax Implications: Unreported consideration complications
Escrow Delays: Closing holds if signatures missing
Attorney Liability: Counsel may face malpractice risk

Real organization examples using digital signing for IP transfers

These examples show how organizations use electronic workflows to complete legal documents and assignments while maintaining compliance and auditability.

Optica Ventures LLC

Optica used secure e-sign workflows for investor and IP documentation

  • Faster turnaround on signature collection
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." This illustrates practical benefits for IP document handling.

Xerox (NetSuite Operations)

Xerox integrated eSign into back-office systems for contract and IP workflows

  • Consistent formats and routing across teams
  • "airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite." This supports secure assignment processing.

Practical tips to prepare an accurate assignment

Follow these practices to reduce delays, ensure recordation acceptance, and maintain a clear chain of title across jurisdictions.

Verify legal names and numbers
Confirm exact legal names, PCT numbers, and inventor details against official records. Mismatched identifiers are a common cause of recordation rejection and can complicate enforcement.
Specify scope and related filings
Explicitly include national phase, continuations, and related patents when intended. Broad or ambiguous scope can create disputes during licensing or litigation, and may not capture intended rights.
Coordinate with counsel for recordation
Plan recordation steps with patent counsel early, including whether a notary or RON is acceptable to the receiving office, to avoid missed filing windows or procedural rejections.
Keep an auditable signed record
Retain the executed PDF, audit trail, and any notarization or RON artifacts. This evidence supports chain of title and is needed for due diligence, enforcement, and regulatory reviews.

How an assignment differs from other IP instruments

Compare assignment and license documents to choose the right instrument for transferring or authorizing use of patent rights.

Criterion Assignment License
Purpose transfer ownership grant use rights
Ownership Transfer
Recordation Typical optional
Typical Use sale or consolidation commercial exploitation

Comparison of eSignature vendors for assignment workflows

Basic vendor pricing and feature distinctions to evaluate digital signing for legal assignments; signNow is shown first in accordance with product data.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about PCT assignment execution

Answers to common questions about signature authority, recordation, notarization, and correcting assignment errors encountered in practice.


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