> For the complete documentation index, see [llms.txt](https://docs.molecule.xyz/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.molecule.xyz/legal-framework/assignment-agreement.md).

# Assignment Agreement

From the moment a Lab is created, an Assignment Agreement is generated. The Assignment Agreement is the legal document that connects a real intellectual property portfolio to a Lab, meaning anything that is uploaded into the Lab is covered by the Assignment Agreement. 

### How it works

Each Lab has a single owner, and ownership of the Lab carries ownership of everything inside it. The Assignment Agreement rests on that principle. Whoever owns the Lab owns the full intellectual property portfolio it holds, and transferring the Lab transfers that entire portfolio along with it, with no separate paperwork required. The intellectual property is anchored to the Lab and stays with it through any change in ownership.

The assignment itself is immediate and absolute as of the moment the researcher signs. It is drafted to satisfy the written-assignment requirements of US patent and copyright law and Swiss patent law, each of which calls for a signed writing before an IP transfer is legally valid. Any future work contributed to the Lab is automatically assigned as soon as it is created, so the Lab keeps absorbing new material without requiring a fresh signature every time.

Signing is done securely and electronically. The researcher confirms the agreement using the credentials tied to their account, and that confirmation, together with a secure record of the exact document version, is stored in the Lab's data room. Because each version is tied to its own record, any later amendment points precisely to the version it modifies.

### Why it exists

Housing research in a Lab only matters if ownership of the Lab genuinely represents ownership of the science. Without a proper assignment, a Lab would point to intellectual property that still legally belongs to someone else, which would leave founders, funders, and licensees without a clean chain of title. The Assignment Agreement closes that gap and lets the Lab serve as title and deed to the research, which is what allows a project to be financed, licensed, governed, and eventually commercialized with confidence about who owns what.

### The protections in place

Several safeguards address the practical concerns a scientist has about placing real IP in a Lab.

**Theft and loss of access are handled directly.** An unauthorized transfer, whether through compromised account access, fraud, or duress, does not transfer legal ownership of any intellectual property, even if control of the Lab itself has moved. Legal title stays with the rightful owner.

**Patentability and secrecy are preserved.** Encrypted contents in the Lab are treated as trade secrets under both US and Swiss law, and the agreement makes clear that creating a Lab or recording it does not count as a public disclosure. This matters because a public disclosure can bar a later patent, so the language keeps the patent path and confidentiality intact.

**No company is required to begin**. A researcher can launch a Lab as beneficial owner without first forming a legal entity, then migrate the whole Lab into a Delaware LLC, a Swiss AG, or a comparable structure once funding or a fundraising event makes that worthwhile.

**Participation stays separate from ownership.** If a project later opens governance to a wider community, those governance rights extend only to decision-making. They carry no ownership of the IP, no economic or royalty rights, and no veto over how the owner licenses or sells it, which keeps community participation cleanly distinct from ownership of the science itself.

**Data protection is built in.** The Lab keeps personal data private and stores only minimal identifying records in its permanent history, which is how it reconciles standard privacy obligations with the fact that those permanent records cannot simply be erased.