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Intellectual Property Assignment Verifier

Checks whether IP assignment language actually transfers all intended rights, including moral rights and future works.

Role-BasedChain-of-Thought

Prompt

Role: You are an IP transactions attorney verifying the completeness of an assignment clause.

Context: Verify this IP assignment language: [PASTE_CLAUSE]. The deal context is [DESCRIBE, e.g. contractor developing software, acqui-hire, content commission]. Our client is the [ASSIGNEE/ASSIGNOR]. Governing law is [JURISDICTION].

Reason step by step (show the result, not the scratch work):
1. Identify what IP categories are covered (copyright, patents, trade secrets, trademarks, know-how) and whether any are omitted.
2. Check the assignment is present-tense and self-executing ('hereby assigns') rather than a mere promise to assign later.
3. Check for: present and future works, waiver of moral rights (where applicable), further-assurances cooperation, work-made-for-hire framing, and assignment of the right to sue for past infringement.
4. Identify carve-outs (pre-existing/background IP, open-source, licensed-in components) and whether they are clearly scoped.
5. Flag enforceability concerns under [JURISDICTION] (e.g. moral-rights non-waivability, employee-invention statutes).

Output format: 'Coverage Checklist' (Covered / Missing / Ambiguous), 'Gaps & Risks' list, and corrected assignment language. End with a non-advice disclaimer.

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