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Work and ownership

Intellectual property assignment clause: meaning and sample wording

An intellectual property clause decides who owns the copyright, designs, inventions and other rights in the work created under a contract, and what each side may do with the other's pre-existing material.

When to use it

Essential whenever a contractor, consultant, agency or developer creates something for a client: code, designs, content, reports or inventions.

Sample intellectual property assignment clause

The Contractor hereby assigns to the Client all intellectual property rights in the Deliverables, including by way of present assignment of future rights, with effect from their creation or, if later, from payment in full of the fees for the relevant Deliverables. The Contractor shall sign any documents and do anything else reasonably required to confirm or register the Client's ownership.

The Contractor retains ownership of all materials it owned before this Agreement or develops independently of it, and of its general skills and know-how ("Background Materials"). To the extent any Background Materials are incorporated into the Deliverables, the Contractor grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy and modify them as part of the Deliverables.

What to check

  • Default ownership surprises peopleIn many countries a contractor, unlike an employee, owns the copyright in what they create unless there is a written assignment. Paying for the work is not enough.
  • "Hereby assigns", not "agrees to assign"US courts have held that "agrees to assign" is only a promise to assign in future, while "hereby assigns" transfers the rights immediately.
  • Background IPContractors reuse their own code, templates and methods. Keep ownership of those and license them, or the contractor gives away tools they need for every client.
  • Moral rightsIn some countries authors keep moral rights, such as the right to be named, that cannot be assigned but can be waived where the law allows.

Make the variable parts fill themselves in

In a Word template, replace the details that change with {tags} and wrap optional wording in a section. Clausery turns them into questions, so each document only includes the parts that apply:

{#client_owns_ip}
The Contractor hereby assigns to the Client all intellectual property rights in the Deliverables.
{/client_owns_ip}{^client_owns_ip}
The Contractor retains ownership of the Deliverables and grants the Client a non-exclusive, perpetual licence to use them for its business.
{/client_owns_ip}

Paste this into your own template, then check it with the free template tag checker or read the template syntax.

Questions

Who owns work created by a contractor?

Usually the contractor, unless a written agreement assigns it to the client. Employees are different: work created in the course of employment generally belongs to the employer.

Is "work made for hire" the same as an assignment?

Not quite. In US copyright law, work made for hire applies automatically to employees, but for contractors only to certain categories of commissioned work with a signed agreement. That is why most contracts also include a backup assignment.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.