Assignor Disclosure Statements When Assigning Intellectual Property in Australia

If you’re building a business, your intellectual property (IP) often ends up being one of your most valuable assets. This can include your brand, your content, your software, your product designs, your processes, and (in some cases) datasets or databases you’ve compiled - noting that customer data and privacy obligations are often regulated separately to IP ownership.

So when you’re buying IP from someone, selling IP to another business, or moving IP between entities in your group (for example, from a sole trader to a company), you’ll want more than a handshake and a vague promise that “it’s all original”. You’ll want clarity and protection.

This is where an assignor disclosure statement can be a practical, risk-reducing tool. It’s not always legally mandatory in Australia, but it can be very important in transactions where you need certainty about what you’re receiving, whether there are any hidden issues, and whether the assignor has actually created (and can actually transfer) the IP.

Below, we’ll walk you through what an assignor disclosure statement is, when you should use one, what it should cover, and how it fits into your broader IP assignment and contracting process.

What Is An Assignor Disclosure Statement?

An assignor disclosure statement is a document (or a section within an IP assignment agreement) where the assignor - the person or business transferring IP - provides written disclosures about the IP being assigned.

In plain English, it’s the assignor saying things like:

• “This is the IP I’m transferring to you.”
• “Here’s how it was created, and who was involved.”
• “Here are any licences, third-party materials, or restrictions.”
• “To the best of my knowledge, it doesn’t infringe anyone else’s rights.”
• “There aren’t any disputes or claims (or if there are, here they are).”

It’s closely linked to the idea of warranties and representations in a contract, but disclosure statements are usually more detailed and practical. They’re especially useful when there are multiple IP items and you want a clear written “paper trail” of what the assignor knows and what they’ve told you.

How Is This Different From An IP Assignment Agreement?

An IP assignment agreement is the core legal document that actually transfers ownership of the IP.

An assignor disclosure statement is typically supporting documentation that helps you understand:

• what you’re getting
• the risks attached to it
• whether there are any known problems you need to deal with (or price into the deal)

In many deals, the disclosure statement becomes an annexure/schedule to the assignment agreement, so it forms part of the contract.

When Do Australian Businesses Need An Assignor Disclosure Statement?

There isn’t a single rule that says every Australian business must use an assignor disclosure statement whenever IP is assigned. But practically, it’s often a very good idea when the IP is valuable, hard to verify, or business-critical.

Here are common situations where a disclosure statement can be particularly helpful.

1. Buying A Business Or Buying Business Assets

If you’re buying a business (or just buying its IP assets), you want confidence that the seller can actually transfer what they say they own.

A disclosure statement can help flush out issues early, like:

• important code created by contractors with no written IP assignment
• designs made using third-party templates
• trade marks registered under a different entity
• content copied from elsewhere (even unintentionally)

This often goes hand-in-hand with broader due diligence and the purchase documentation.

2. Assigning IP From A Founder, Contractor, Or Freelancer To Your Business

This is one of the most common “quiet risk” areas for growing businesses.

For example, if your developer built your app before your company existed, or your branding was created by a freelancer, you might assume the business owns it - but that’s not always the case unless your contract clearly assigns IP.

In these situations, a disclosure statement can support the assignment by confirming the circumstances of creation and any third-party inputs.

This is also why it’s so important to have the right contracts in place upfront, such as a tailored Freelancer Agreement when you’re engaging external creators.

3. Restructures And “IP-Holding Company” Setups

As your business grows, you might set up a company structure where your trading entity licenses IP from a separate IP-holding entity (for asset protection or investment reasons).

When you transfer IP between related entities, an assignor disclosure statement can help ensure the IP is cleanly described and properly moved. This can become especially important if you later seek investment or sell the business and need a clear chain of title.

4. Funding Rounds, Partnerships, Or Joint Ventures

Even if you’re not “selling” IP outright, you may be assigning or licensing IP as part of a broader deal.

In these transactions, the other party will often want comfort that:

• you own the IP you’re contributing
• you’re not violating someone else’s rights
• there aren’t hidden restrictions that could derail the venture

This is where disclosure schedules are commonly used to make the contract accurate and to avoid future disputes about what was known at the time.

What Should An Assignor Disclosure Statement Cover?

There’s no single “perfect” template, because what you should disclose depends on the type of IP, the industry, and how the IP was developed.

That said, most assignor disclosure statements for Australian businesses will cover the following core areas.

1. A Clear Description Of The IP Being Assigned

If there’s one thing to get right, it’s this: the IP must be clearly identified.

Depending on the IP, this might include:

• trade marks (registered or unregistered brand names, logos, slogans)
• copyright works (website content, marketing materials, photos, videos, manuals)
• software and source code (including repositories, modules, libraries)
• designs (CAD files, packaging designs, product drawings)
• domain names and social media handles
• databases and compilations (where copyright may apply)

In most cases, you’ll want these listed in a schedule, with enough detail that you can later prove what was transferred.

2. Who Created It (And Whether Anyone Else Might Have Rights)

This is where businesses often get caught out.

Your disclosure statement should cover:

• who created each IP item (employee, contractor, co-founder, agency)
• whether any third parties contributed
• whether any co-owners exist
• whether the assignor has written agreements from contributors assigning IP to them

If the IP was created by employees, ensure your documentation is strong. Having clear Employment Contract terms can be critical to avoiding ambiguity about ownership and permitted use.

3. Third-Party Materials, Open-Source Software, And Licences

Even where the assignor created most of the work, there may be third-party content or code inside it.

Examples include:

• stock images, fonts, music or video elements used in marketing
• templates used for websites, slide decks or documents
• software dependencies and open-source libraries
• APIs and third-party platforms integrated into a product

A disclosure statement should ideally identify these items and summarise the relevant licence terms or restrictions (for example, whether attribution is required, whether commercial use is allowed, or whether the licence “infects” proprietary code).

This matters because an IP assignment generally can’t magically remove third-party licence obligations - you may receive ownership of the assignor’s original contributions, but still be bound by any licence conditions attached to embedded third-party assets.

4. Existing Licences Granted To Other People

Sometimes an assignor has already allowed someone else to use the IP. This could be through:

• a reseller or distribution arrangement
• a white-label deal
• a prior client licence
• a collaboration agreement

If you’re buying the IP expecting exclusive control, these existing licences can significantly reduce the value of what you’re getting.

A good disclosure statement will identify any current licences, who they are with, and whether they’re exclusive, perpetual, or terminable.

5. Infringement Risks And Disputes

This is the uncomfortable part - and that’s why it’s so valuable to require it in writing.

The assignor should disclose whether they know of:

• any infringement claims (or threats of claims)
• any disputes with past contractors, employees, or collaborators
• any takedown notices (for example, on platforms or marketplaces)
• any previous settlements or undertakings involving the IP

It’s also common to include a statement about the assignor’s knowledge of whether the IP infringes third-party rights. While no one can guarantee a “zero risk” position, disclosure forces the assignor to reveal what they know (and it helps allocate risk in the contract).

6. Registrations And Administrative Details (If Relevant)

If the IP includes registered rights, you’ll want details such as:

• trade mark application/registration numbers
• design registration numbers
• renewal dates and status
• jurisdictions (Australia only, or overseas too)

This makes the assignment process smoother and reduces the chance of missing a critical step (like transferring a registration properly).

How Does An Assignor Disclosure Statement Protect Your Business?

When you’re the party receiving IP, the main value of an assignor disclosure statement is that it helps you make a better decision and reduces the chance of unpleasant surprises later.

It Creates A Written Record Of What Was Disclosed

Disputes often turn on what was said, what was known, and what was promised.

A disclosure statement gives you a clear record of the assignor’s disclosures at the time of the deal, which can be crucial if there’s later a disagreement about:

• whether the IP was properly owned
• whether there were hidden restrictions
• whether key risks were concealed

It Supports Your Contract Warranties And Remedies

Many IP assignment agreements include warranties, such as “the assignor owns the IP” or “the IP doesn’t infringe third-party rights”.

A disclosure statement works alongside those warranties by:

• forcing the assignor to “show their working”
• helping you identify carve-outs or exceptions upfront
• reducing grey areas about what was known at the time

In a well-drafted agreement, anything disclosed in the disclosure schedule may qualify the warranties. This can be a good thing when done properly, because it means you can assess risks openly, negotiate price or terms, and set clear expectations.

It Helps With Due Diligence (Without Turning It Into A Full Audit)

Small business owners don’t always have the time (or budget) to do deep technical or legal due diligence on every IP asset.

A disclosure statement is a practical middle ground: it doesn’t replace due diligence, but it helps you focus your checks on the areas most likely to cause trouble.

For example, if the assignor discloses that a contractor built the code, you can quickly ask for the contractor agreement and confirm it contains an IP assignment clause - or arrange a confirmatory assignment if it doesn’t.

Common Mistakes Businesses Make When Assigning IP

Even sophisticated businesses can slip up when it comes to IP assignments, especially when transactions move quickly.

Here are some common mistakes we see (and how an assignor disclosure statement can help reduce the risk).

1. Assuming Payment Automatically Means Ownership

Paying for work doesn’t always mean you own the IP created. This comes up regularly with marketing assets, websites, and software builds.

A disclosure statement won’t fix an ownership gap by itself, but it can reveal it early - so you can address it before you rely on that IP.

2. Listing “All IP” Without Actually Identifying It

Broad wording might feel convenient, but it can create uncertainty later, especially if the business changes hands or you raise capital.

A disclosure schedule that lists the IP clearly is often far more useful than vague “catch-all” language.

3. Forgetting About Moral Rights And Consent Issues (Especially For Copyright Works)

Copyright isn’t just about ownership. In some cases (for example, with certain creative works), creators can have “moral rights”.

If you plan to edit, adapt, or use content in a way that might affect how it’s attributed, you may need written consents.

This is an area where tailored drafting matters, particularly if the IP includes marketing content, design work, or other creative assets.

4. Not Dealing With Confidential Information Properly

IP assignments often sit alongside confidential information (like product roadmaps, pricing models, source code, supplier lists, or customer insights).

If confidential information is part of the deal, consider whether you also need a separate Non-Disclosure Agreement (or robust confidentiality provisions inside the assignment agreement).

5. Overlooking Data And Privacy Compliance

If the deal involves databases, mailing lists, or customer data, you can’t always treat it like a normal “asset transfer” without thinking about privacy and confidentiality.

Depending on your situation, you may need to consider whether personal information can be transferred or disclosed, what notices or consents are required, and what your contracts and privacy documentation allow. It’s also a good time to review your Privacy Policy to make sure it matches how you actually handle personal information.

What Legal Documents Should You Put In Place Alongside An Assignor Disclosure Statement?

An assignor disclosure statement is powerful, but it works best as part of a broader legal setup that protects your IP and reduces commercial risk.

Depending on your transaction and business model, you may also need:

• IP Assignment Agreement: the main agreement that transfers ownership (often with schedules listing the IP and disclosures).
• Service Or Contractor Agreement: if the IP is being created as part of ongoing work, you’ll want clear terms on deliverables, payment, confidentiality and IP ownership.
• Company documents: if you’re moving IP into a company structure, your Company Constitution and related corporate records should align with how IP is owned and controlled.
• Shareholder arrangements: if multiple founders or investors are involved, a Shareholders Agreement can help set expectations about IP ownership, founder contributions, and what happens if someone exits.
• Trade mark strategy: if you’re assigning a brand name or logo, you may also want to ensure your trade marks are registered (or at least properly searched and managed) as part of the overall handover.

Not every business will need every document in every situation. The key is making sure the documents you do use fit together and actually reflect how your business operates.

Key Takeaways

• An assignor disclosure statement is a practical way for the assignor to clearly disclose what IP is being transferred and any known risks or limitations.
• It’s particularly useful when buying a business, acquiring software or creative assets, restructuring IP ownership, or doing deals where IP is business-critical.
• A strong disclosure statement should identify the IP clearly and cover creation history, third-party materials, existing licences, disputes, and registration details (where relevant).
• Disclosure statements help protect your business by creating a written record, supporting warranties and remedies, and making your due diligence faster and more focused.
• For best protection, an assignor disclosure statement should sit alongside properly drafted assignment and commercial agreements, and (where relevant) your employment, contractor and privacy documentation.

If you’d like help preparing an assignor disclosure statement or assigning intellectual property the right way, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.