Alex is Sprintlaw's co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
Contents
If you’re building a startup or running a small business, there’s a good chance you’ll need to transfer something valuable at some point - an IP asset, a contract, a lease, a debt, or even rights under a project agreement.
That’s where a deed of assignment often comes in. It’s also why many business owners look for a deed of assignment template they can adapt quickly.
A template can be a useful starting point, but assignment is one of those areas where a “simple” document can cause big issues if the details aren’t right. The good news is that once you understand what a deed of assignment is actually doing (and what it isn’t doing), you can make better decisions and avoid common traps.
Below, we’ll break down how deeds of assignment work in Australia, when you should use one, what to include, and what to watch out for - especially if you’re assigning intellectual property (IP) or key contracts that your business relies on.
What Is A Deed Of Assignment (And How Is It Different From An Agreement)?
A deed of assignment is a legal document used to transfer (assign) rights or property from one party (the assignor) to another party (the assignee).
In plain English: it’s a document that moves ownership or rights from “them” to “you” (or from your business to someone else).
Why Use A “Deed” Instead Of A Standard Contract?
In Australia, a deed is often used where you want the assignment to be binding even if there isn’t clear “consideration” (payment or something of value exchanged) like there is in a standard contract.
This is common when:
- a founder is transferring IP into a company,
- a business group is restructuring and moving assets between entities, or
- one party is assigning rights without charging a fee.
Deeds also tend to have more formal execution requirements than ordinary agreements, which can help reduce disputes about whether the transfer was properly made.
What Can Be “Assigned” In A Deed Of Assignment?
Assignment can apply to many types of business assets and rights, including:
- Intellectual property: copyright, trade marks, designs, domain names, brand assets, software code, content, and more
- Contracts: rights under a supply agreement, customer contract, service agreement, or distribution agreement (where assignment is allowed)
- Debts: the right to recover a debt (for example, if you sell a receivables book)
- Licences or permits: sometimes assignable, but often heavily regulated or not assignable at all
- Business sale assets: transfer of certain rights as part of a broader sale transaction
The key point is that assignment is about transferring rights. It doesn’t automatically transfer obligations unless the arrangement is structured properly (more on that below).
When Do Small Businesses Need A Deed Of Assignment?
Most businesses don’t need a deed of assignment every day. But when you do need one, it’s usually tied to a high-stakes moment - like onboarding a co-founder, raising investment, moving IP into a new company, or selling the business.
Here are the situations we commonly see.
1. Assigning IP Into Your Startup Company
This is one of the most common (and most important) use cases for startups.
Let’s say you started building your product before you incorporated. Maybe you wrote code, designed a logo, created marketing assets, or developed a unique process. If you created those assets personally, the IP may be owned by you, not the company - even if the company is now running the business.
In that scenario, investors, buyers, and sometimes even partners will want confirmation that the company actually owns the IP it relies on. A deed of assignment is often a straightforward way to document that transfer.
If you’re working with co-founders, it’s also worth thinking about how IP ownership aligns with your Shareholders Agreement, so ownership and control are consistent across your legal documents.
2. Assigning Contracts During A Business Sale Or Restructure
If you sell your business or move parts of it into a new entity, you may need to assign key customer and supplier contracts (or at least the benefit of those contracts).
Assignment often comes up alongside broader transaction documents, like an asset sale agreement. If you’re doing a sale, the legal structure matters a lot, and a deed of assignment is usually only one part of the bigger picture.
3. Transferring A Lease Or Commercial Occupation Rights
Commercial leases often have strict rules about assignment. You may need the landlord’s written consent, and you may need to enter into other documents (like a deed of assignment of lease) to do it correctly.
Because lease terms and state-based rules can vary, it’s often worth getting advice early - especially if the premises are essential to your operations.
4. Assigning Rights Under A Project Or Services Arrangement
If you’re delivering a project with another party, you might want to assign part of your rights (for example, to a related entity), or you might be asked to accept an assignment from the customer.
This is where it becomes critical to check what the underlying contract says about assignment. A deed of assignment can’t override a contractual prohibition (or consent requirement) unless the other parties agree.
What Should A Deed Of Assignment Template Include?
A deed of assignment template is usually a framework. To work properly for your business, it needs to be filled out in a way that matches what you’re actually transferring, and how the transfer should operate commercially.
While deeds vary depending on what’s being assigned, most Australian deeds of assignment should cover the following.
Parties
Identify the assignor and assignee correctly (including ACN/ABN if relevant). Getting party details wrong can cause huge headaches later, especially when you’re trying to enforce rights or prove ownership.
Background / Recitals
This section sets the context. For example, it might explain that the assignor created certain IP and is transferring it to the company, or that a contract is being transferred as part of a restructure.
Recitals don’t do all the legal heavy lifting, but they can help interpret the deed if there’s ever a dispute.
Definitions
Good templates define the key terms clearly. For example:
- What “Assigned Rights” means
- What “IP” includes (and whether it includes future improvements)
- Whether “Effective Date” is the signing date or another date
Operative Assignment Clause
This is the core clause where the assignor assigns the relevant rights to the assignee.
The assignment clause should be specific about:
- What is being assigned (be precise)
- When the assignment takes effect
- Whether it’s a full assignment or limited to particular rights/territories
Consideration (If Any)
Even though deeds can operate without consideration, many still include a clause stating that consideration is provided (for example, $1 or other value). Whether that’s appropriate depends on the circumstances.
Warranties And Indemnities
Many deeds include warranties like:
- the assignor has the right to assign the asset
- the asset is not encumbered or already assigned elsewhere
- the assignor hasn’t infringed third-party rights (especially relevant for IP)
Sometimes the assignee will want an indemnity if those warranties are breached. This is one area where templates can be risky, because “standard” warranty language may not match the real-world risk of what you’re assigning.
Further Assurances
This clause is practical but important. It usually requires the parties to do additional things needed to give effect to the assignment - like signing IP office forms, notifying counterparties, or delivering documents.
Governing Law
Most Australian small businesses will choose an Australian state/territory governing law (often where the business operates). If parties are in different states or countries, it’s worth thinking through this carefully.
Execution Blocks
Deeds need to be executed correctly. For companies, execution is often done under section 127 of the Corporations Act (for example, by two directors, or a director and company secretary, or a sole director if permitted).
Requirements for executing deeds (including whether and how they can be signed electronically) can vary depending on the circumstances and the state or territory involved, so it’s worth checking before you sign.
If your company governance documents are unclear, it may be a good time to check your Company Constitution and make sure signing authority and decision-making are properly documented.
Common Risks When Using A Deed Of Assignment Template
Templates are popular because they’re fast. The problem is that assignment is not always “plug and play”. The risks below are the ones we see most often when businesses use a deed of assignment template without tailoring it.
1. The Underlying Contract Doesn’t Allow Assignment
If you’re assigning rights under a contract, always check the assignment clause in that contract first.
Common possibilities include:
- Assignment prohibited: you can’t assign at all
- Assignment allowed with consent: you need written consent from the other party
- Assignment allowed to related entities: sometimes permitted in restructures
- Assignment allowed without consent: less common, but possible
If you assign without required consent, you could be in breach, and the assignment may not work as intended. This can create operational issues (for example, you think the new entity has the customer contract, but legally it doesn’t).
2. Confusing “Assignment” With “Novation”
This is a big one for small businesses.
Assignment usually transfers rights (benefits) - like the right to be paid - but doesn’t automatically transfer obligations (burdens) - like the obligation to perform services.
Novation replaces one party with another in a contract, which typically transfers both rights and obligations (and requires all parties to agree).
If your goal is to fully replace one contracting party with another (for example, you’re moving a services contract from your sole trader business into a new company), you may actually need a novation, not an assignment.
3. Not Being Specific Enough About The Asset Being Assigned
“All IP” sounds comprehensive, but it can be too vague, especially if ownership is contested later.
For IP assignments, you’ll often want to list assets clearly (for example, software repositories, domain names, trade marks, content libraries), or at least define categories in a way that makes it obvious what is included.
4. Missing Moral Rights Consents For Copyright Works
If you’re assigning copyright (for example, website copy, designs, software code, photographs, videos), you may also need to address moral rights. In Australia, moral rights can include the creator’s right to be attributed and not have their work treated in a derogatory way.
A standard deed of assignment template may not deal with moral rights properly, which can create issues later when you want to modify or reuse works freely (like updating branding or editing marketing content).
5. Execution Problems
If a deed isn’t executed correctly, it may be unenforceable or open to challenge.
Execution becomes especially important when:
- one party is a company
- there are multiple signatories
- you’re signing electronically
- you’re signing across different jurisdictions
It’s also worth making sure your internal approvals are clean (for example, director resolutions where needed), particularly if the assignment is a related-party transaction.
Related Legal Documents To Consider (Especially For Startups)
A deed of assignment is often just one part of protecting your business and making sure ownership and risk are clear.
Depending on what you’re assigning and why, you may also want to line up these documents (some will be essential, others will be “nice to have”).
- Non-Disclosure Agreement (NDA): helpful when you’re discussing your IP or commercial terms before the assignment is signed (for example, with developers, contractors, potential buyers, or investors).
- Service Agreement: if you’re working with contractors or suppliers, the contract should clearly deal with IP ownership and assignment obligations.
- Shareholders Agreement: if founders are contributing IP or transferring assets into the company, a Shareholders Agreement can help align ownership, vesting, and decision-making.
- Company Constitution: your Company Constitution may be relevant for approvals, signing authority, and governance around material transactions.
- Privacy Policy: if your business collects personal information online (which most startups do), a Privacy Policy is often a practical part of your compliance baseline.
- Website Terms And Conditions: if you operate online, your website terms can help manage risk and clarify how users can access and use your content and services.
If you’re assigning IP that sits inside a broader commercial arrangement, you may also need to review your customer-facing wording so you’re not making promises you can’t keep under the Australian Consumer Law. It’s often worth pressure-testing marketing claims and refund processes early, especially as you scale. (For a deeper consumer law overview, Australian Consumer Law obligations are a good place to start.)
Key Takeaways
- A deed of assignment is a legal document that transfers rights or property from one party to another, and it’s commonly used when transferring IP or contract rights in Australian businesses.
- A deed of assignment template can be a helpful starting point, but it needs to be tailored to the specific asset, timing, and commercial reality of your transaction.
- Before assigning a contract, you should check whether assignment is allowed (and whether consent is required), otherwise the assignment may not work as intended or could put you in breach.
- Assignment and novation are not the same thing - if you need to transfer obligations as well as rights, a novation may be required.
- For startups, IP assignment is often critical for investment readiness, business sales, and avoiding founder/contractor ownership disputes.
- Execution matters: deeds need to be signed correctly (especially for companies), and your governance documents should support the transaction.
This article is general information only and doesn’t constitute legal advice. If you’d like help preparing or reviewing a deed of assignment for your startup or small business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
