This is not a substitute for legal advice.  An attorney must be consulted.

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Rights in intellectual property are most often transferred through assignment.  Assignment passes the legal title of substantially all commercial rights in the intellectual property from one entity to another.  For an assignment to be valid, you should include certain things.  First, title the agreement "ASSIGNMENT."  Second, identify the parties, including legal names, states of incorporation (for corporate entities), and addresses.  Finally, a grant clause should set forth the complete identity of the intellectual property being assigned and the terms of the assignment.  See the Patent, Trademark and Copyright Assignment forms attached as part of this program.

Patents, federally registered trademarks and copyrights can only be assigned in writing.  An acknowledgement by a notary, although not mandatory, constitutes prima facie evidence of the execution of the assignment. 

To be a complete patent assignment, the invention and the right to exclude others from making, using and selling the patented invention must be transferred.  Partial assignment of a patent, however, is allowed.  Trademarks are assignable only with the goodwill of the business associated with the mark.  Any of the exclusive rights comprised in a copyright may be independently assigned.  17 U.S.C. § 106. 

Assignments of intellectual property do not have to be recorded to be legally binding between the signing parties.  Recordation, however, is prima facie evidence of execution of the assignment and protects the assignee against subsequent purchasers of the mark from the assignor.  The recordation procedure is relatively simple and inexpensive ($40 for patents and trademarks and $20 for copyrights in 1996).  Recordation of all intellectual property assignments is recommended.  A patent or trademark assignment, grant or conveyance should be recorded in the U.S. Patent and Trademark Office (PTO) within three months of execution or prior to subsequent transfer.  35 U.S.C. § 261; 15 U.S.C. § 1060.  Copyright assignments should be recorded in the U.S. Copyright Office within one month of execution or prior to recordation of a subsequent transfer.  17 U.S.C. § 205(d).  See the Patent, Trademark and Copyright Assignment Recordation forms attached as part of this program