Clause library
Intellectual property licence clause, explained
An intellectual property licenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary is permission to use work the supplier still owns — uses, term and territory named, ownership left where it is.
Last updated 28 October 2026
What does an intellectual property licence clause do?
An intellectual property licence is permission to use work the supplier still owns. Copyright stays with the author unless assigned in writing (CDPA 1988 s.90(3)). An exclusive licence must be in writing, signed by or on behalf of the copyright owner (s.92). We name the uses, the term and the territory on one page.
How is a licence different from an assignment?
A licence is permission. An assignment moves ownership. CDPA 1988 s.90(3) says an assignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary of copyright is not effective unless it is in writing signed by or on behalf of the assignor. A licence can be narrower: named media, a term of years, a territory. If the client needs to own the work, write an assignment. If it needs to use it, write a licence. See IP assignment.
What must an exclusive licence look like?
CDPA 1988 s.92(1) defines an exclusive licence as a licence in writing, signed by or on behalf of the copyright owner, that lets the licensee exercise a right to the exclusion of everyone else, including the person who granted it. A handshake exclusive is not an exclusive licence under the Act. A non-exclusive licence does not need that form, but writing still beats a later argument. Name exclusive or non-exclusive in the clause.
What uses should the clause name?
Media, territory, term, and whether the client may sublicense or adapt. A photographer’s web-and-social licence is a different grant from a worldwide buyout. CDPA 1988 s.16 lists the restricted acts; the licence is permission to do some of them. Pair usage with credit. Pre-existing materials stay on a separate, narrower licence so a typeface or framework is not treated as a deliverable.
Do pre-existing materials need a separate licence?
Yes. Tools, stock, fonts, code libraries and earlier work stay with the supplier unless the paper assigns them. The usual pattern is: new deliverables licensed (or assigned) to the client; pre-existing materialsPre-existing materials are tools, libraries or work the supplier already owned, which are licensed for the job rather than handed over.More in the glossary licensed only as needed to use those deliverables. Write that split. Do not let a wide exclusive licence swallow the supplier’s own kit.
Example wording
Example · our own drafting
The Supplier keeps ownership of all intellectual property rights in the Deliverables and in its pre-existing materials. The Supplier grants the Client a [non-exclusive], worldwide, perpetual licence to use, reproduce and display the Deliverables for the Client’s own business purposes. The licence of pre-existing materials is limited to use as part of the Deliverables. An exclusive licence of copyright, if granted, is in writing signed by the Supplier.
In Plain English
The supplier still owns the work and its own tools. The client may use, copy and show the finished work for its own business, anywhere, with no end date, and is not the only person who may do so. The supplier’s own tools may be used only as part of that finished work. If the client is to be the only licensee, that exclusive permission is signed in writing.
What should you watch for?
| Point | Watch for | Push for |
|---|---|---|
| Form | An ‘exclusive licence’ that is never signed, or a US work for hireWork for hire is a phrase, common on US-style papers, meaning the client is treated as the author and owner of the work from the start.More in the glossary line on an England and Wales paper. | A signed writing for any exclusive copyright licence (CDPA s.92), or a named non-exclusive grant. |
| Uses | ‘All media, worldwide, in perpetuity, including unknown uses’ on a day rate. | Named media, a territory and a term that match the fee. |
| Ownership | A licence that is silently treated as an assignment. | A sentence that the supplier keeps copyright unless s.90(3) writing says otherwise. |
| Tools | Pre-existing materials swept into the same exclusive grant as the new work. | A limited licence of pre-existing materials to use the deliverables. |
| Credit | Silence on credit while a moral-rights waiverA waiver is a choice not to enforce a right this time, without rewriting the contract. Accepting late work once does not, by itself, kill a time-is-of-the-essence clause if a no-waiver line is present. Waiver is not a variation: Rock Advertising Ltd v MWB [2018] UKSC 24 still requires the agreed method for a change of terms.More in the glossary sits elsewhere. | The credit line next to the licence, or an express waiver in writing (CDPA s.87). |
Which contracts include it?
Lex includes this clause in, among others:
- Photography licence
- Graphic design contract
- Music producer agreement
What does the law say?
An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor. Copyright may be assigned in whole or in part. A licence is permission to use the work; it is not an assignment of ownership.
Source: Copyright, Designs and Patents Act 1988, s.90Checked 28 October 2026Pending lawyer review
An exclusive licence is a licence in writing signed by or on behalf of the copyright owner authorising the licensee to the exclusion of all other persons, including the person granting the licence, to exercise a right which would otherwise be exercisable exclusively by the copyright owner.
Source: Copyright, Designs and Patents Act 1988, s.92(1)Checked 3 November 2026Pending lawyer review
The author of a work is the first owner of any copyright in it. Where a literary, dramatic, musical or artistic work, or a film, is made by an employee in the course of employment, the employer is the first owner, unless agreed otherwise. A photograph is an artistic work irrespective of artistic quality.
Source: Copyright, Designs and Patents Act 1988, ss.4 and 11Checked 28 October 2026Pending lawyer review
Draft a photography licence with this clause
Free for the other sideLex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
Frequently asked questions
What does an intellectual property licence clause mean?
It is permission to use work the supplier still owns. It names the uses, the term and the territory. It does not transfer ownership unless a separate assignment in writing does that job.
How is a licence different from an assignment?
A licence is permission. An assignment transfers copyright. CDPA 1988 s.90(3) says an assignment is not effective unless it is in writing signed by or on behalf of the assignor. See /clauses/intellectual-property-assignment.
Does an exclusive licence have to be in writing?
Yes, to be an exclusive licence under CDPA 1988 s.92(1). It must be in writing, signed by or on behalf of the copyright owner, and it must exclude everyone else, including the grantor, from the named right.
What uses should an IP licence name?
Media, territory, term, and whether the client may sublicense or adapt. CDPA 1988 s.16 lists the restricted acts; the licence is permission to do some of them. Match the grant to the fee.
How should pre-existing materials be licensed?
Keep them with the supplier and grant a narrower licence so the client can use them as part of the deliverables. Do not let an exclusive grant of new work swallow the supplier’s tools, stock or libraries.
Sources
- Copyright, Designs and Patents Act 1988, s.90Checked 28 October 2026Pending lawyer review
- Copyright, Designs and Patents Act 1988, s.92(1)Checked 3 November 2026Pending lawyer review
- Copyright, Designs and Patents Act 1988, ss.4 and 11Checked 28 October 2026Pending lawyer review
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The legal wording governsLast reviewed 28 October 2026Pending lawyer review