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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Contribution and Assignment Agreement

The pre-incorporation IP cleanup. This agreement transfers to the company the work a founder created before the company existed — or while building the business outside the company — so the company, not the founder personally, owns the assets it needs to operate.

DOCX40 KB · 2 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use this as soon as the company has been formed and can receive an assignment, typically alongside the founder stock issuance. Founders often create key assets before incorporation — code, designs, decks, brand materials, customer lists, product concepts, domain names, or other business materials. Without a written assignment, those assets may still belong to the founder personally rather than the company.

  • At formation: Once the entity exists, it can receive an assignment of founder-created assets.
  • When pre-incorporation work exists: Use it if a founder created anything for the future company before formation, including code, designs, decks, customer lists, brand work, product materials, or business plans.
  • Before financing diligence: Investor counsel will often ask for the company’s chain of title to material IP and business assets. This agreement helps close the pre-incorporation ownership gap.

Worked example

Scenario
A solo founder writes the first version of the product during the two months before forming the company. After incorporation, everyone assumes that because it is “the founder’s company,” the code automatically belongs to the corporation. But no document actually transfers the IP from the founder personally to the company.
Outcome
During seed financing diligence, investor counsel flags the missing chain-of-title documentation. The founder signs the Contribution and Assignment Agreement to assign the pre-incorporation IP to the company — the same scope that should have been covered at formation, just documented later. The issue is fixable, but it takes an afternoon of cleanup instead of five minutes at formation.

Watch out for

  • Assuming ‘my company, my IP.’The founder and the company are separate legal persons from the day of incorporation. IP does not move automatically to the company just because the founder created it for the business — it moves by written assignment.
  • Using a vague description of what is being assigned.The agreement should describe the assigned assets clearly enough to identify what is moving to the company. “Everything I have ever made” is too broad and imprecise. A better approach is to describe the assets tied to the company’s business, such as “the source code, designs, brand materials, and related work product created in connection with the Company’s business.”
  • Skipping the Company’s acceptance.The agreement is two-sided: the founder assigns the assets, and the company accepts the assignment through an authorized signature. Both signatures help create a clean record that the transfer was completed.
  • Dating the agreement before the company exists.The Company is the receiving party. If the agreement is dated before the Certificate of Incorporation is filed, there may be no legal recipient to receive the assignment, creating an avoidable enforceability and chain-of-title issue.

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