Clause library

Intellectual property assignment clause, explained

An intellectual property assignment clause transfers ownership of the rights in the work from the creator to the client.

What does an intellectual property assignment clause do?

When a freelancer, studio or contractor creates something, they often own the rights in it unless the contract says otherwise. An IP assignment clause transfers those rights to the client, usually once the work is paid for. Many clauses carve out the creator's existing tools, templates and know-how, and give the client a licence to use those instead. Some deals use a licence for everything rather than an assignment, so the creator keeps ownership and the client gets permission to use the work. The clause commonly also covers moral rights and help with registering rights.

Example wording

Example · our own drafting

On receipt of full payment, the Supplier assigns to the Client all intellectual property rights in the Deliverables. The Supplier keeps ownership of its pre-existing materials and grants the Client a non-exclusive, perpetual licence to use them as part of the Deliverables. The Supplier may show the Deliverables in its portfolio unless the Client objects in writing.

In Plain English

Once the client has paid in full, the client owns the rights in the finished work. The supplier keeps its own tools and earlier material, but the client can keep using them as part of the work, forever. The supplier can show the work in its portfolio unless the client says no in writing.

What do people negotiate in an intellectual property assignment clause?

  • Whether rights pass on creation or only on full payment.
  • Which pre-existing materials stay with the creator.
  • Whether it is an assignment or a licence, and how wide the licence is.
  • Portfolio and credit rights for the creator.
  • Whether moral rights are waived.

Which contracts include it?

Lex includes this clause in, among others:

  • Statement of work
  • Services agreement (MSA)
  • Independent contractor agreement
  • Freelancer agreement
  • Subcontractor agreement
  • Photography licence
  • Influencer agreement
  • Website build agreement

Draft a statement of work with this clause

Free for the other side

Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.

Frequently asked questions

What is an IP assignment clause?

It is a clause that transfers ownership of intellectual property, such as copyright in designs, code or photos, from the person who made it to the client.

What is the difference between an assignment and a licence?

An assignment transfers ownership. A licence gives permission to use the work while the creator keeps ownership. Licences can be limited by time, territory or use.

Does the client own the work once they pay?

Only if the contract says so. Many contracts tie the transfer of rights to full payment, and some grant a licence instead of transferring ownership.

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