Legal Due Diligence · glossary

Confirmatory assignment

A confirmatory assignment is a short deed in which someone confirms that rights they created, such as copyright in software or a logo, belong to the company, and transfers them if they do not already. It fills a gap that due diligence finds, often work done by a founder or contractor without a written assignment.

A short deed in which someone confirms, and where needed transfers, the copyright in work done earlier. It cures a missing assignment. Sunrise asked for one, before signing, from a 2022 contractor whose code is still in use. Report §7.2 · Chapter 10

Explained in Chapter 10, IP, IT and Data, of Legal Due Diligence.

How it comes up, in Chapter 10
The cure is a confirmatory assignment. This is a short deed in which the contractor confirms, and where needed transfers, the copyright in his past work. He is usually paid a modest sum for signing it.
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Questions people ask

What is a confirmatory assignment?

A document that puts on record who owns intellectual property. An assignment of copyright must be in writing and signed by the person assigning it. Without one, a contractor who wrote the code may still own the copyright.

When does a buyer ask for a confirmatory assignment?

When due diligence shows the company uses IP it may not own. The buyer usually makes the signed deed a condition of completion or a completion document, so the gap is closed before it pays.

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