By S&S Co. Advocates & Solicitors · Published 29 September 2026 · Informational content, not legal advice: see our disclaimer
Two Fundamentally Different Transactions
An assignment and a licence are often discussed together, but they do very different things. An assignment transfers ownership of the IP itself. The assignor gives up its rights entirely, subject to whatever is agreed in the assignment deed. A licence, by contrast, leaves ownership with the licensor and merely grants the licensee permission to use the IP in defined ways, for a defined period, subject to conditions the licensor retains the power to enforce.
Assignment: A Permanent Transfer of Ownership
An assignment can be complete (covering all rights, for the full term, throughout the territory) or partial (limited by right, territory, or duration), but in either case, it is a transfer of title. Assignments of registered trademarks, patents and designs generally need to be in writing and recorded with the relevant registry to be effective against third parties and to keep the register accurate.
Licensing: Retained Ownership, Controlled Use
A licence can be exclusive (only the licensee may use the IP, even to the exclusion of the licensor itself, depending on drafting), non-exclusive (the licensor can grant similar rights to others), or sole (only one licensee, but the licensor may still use it). Licensing arrangements are typically documented through licence agreements specifying royalty terms, quality control provisions, territory, duration, and grounds for termination: trademark licences in particular usually include quality-control clauses to protect the mark's distinctiveness and the licensor's goodwill.
Choosing Between the Two
The right structure depends on the business objective: a company selling off a non-core patent portfolio or brand it no longer uses may prefer an outright assignment for a lump-sum payment, while a brand owner expanding into new markets or product categories through a local partner will typically prefer a licence that preserves ultimate control and allows royalty income over time. Getting the documentation right: and recording assignments with the relevant registry. Is essential to avoid later disputes over who actually owns or controls the IP.
Frequently Asked Questions
What is the main difference between an IP assignment and a licence?
An assignment transfers ownership of the IP itself to the assignee. A licence leaves ownership with the licensor and only grants the licensee defined permission to use the IP, subject to the terms agreed.
Do trademark and patent assignments need to be registered?
Recording an assignment with the relevant registry (the Trade Marks Registry or the Patent Office, as applicable) is important to keep the register accurate and to make the assignment effective and enforceable against third parties.
Can a licensor still use IP that it has exclusively licensed to someone else?
It depends on the drafting, under a true 'sole' licence, the licensor can, but under many 'exclusive' licences, the licensor agrees not to use the IP itself either, so the precise wording of the licence agreement matters.
Why do trademark licences usually include quality-control provisions?
Because unchecked use by a licensee can dilute a trademark's distinctiveness or damage the licensor's goodwill: quality-control clauses let the licensor monitor and enforce consistent standards, which also helps preserve the mark's legal strength.
References & Further Reading
This article references the following statutory provisions. Readers should always verify current rules, fees and timelines against the applicable statute and rules as amended, since these are revised from time to time.
- Trade Marks Act, 1999, Sections 37-45 (assignment and transmission).
- Patents Act, 1970, Sections 68-72 (assignment and licence of patents).