Glossary
IP licence vs assignment
An IP assignmentAn IP assignment is a transfer of ownership in the work, so the client owns it instead of the person who made it.More in the glossary transfers ownership of copyright or other intellectual property. A 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 it; the author still owns it. In England and Wales there is no work-made-for-hire first-owner rule for freelancers: Copyright, Designs and Patents Act 1988 s.11. 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 must be in writing and signed: s.90. Say which you mean, and when it happens.
Last updated 28 October 2026
This is the sentence that decides who can reuse the work next year. An IP assignment moves the copyright. A licence lets the client use it for a named purpose, territory and term. 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” language does not make a UK freelancer’s client the first owner. See work for hire and CDPA 1988 s.11: the author is first owner unless they are an employee doing the job they were hired to do.
We write one or the other, triggered on payment. Lex will not hide an assignment inside a licence paragraph. Moral rights still need a 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 if the client wants to crop and go unnamed. Pre-existing tools stay with the supplier on a licence back.
Does work for hire assign UK copyright?
No. CDPA 1988 s.11 makes the author the first owner, except for employees in the course of employment. A freelancer is not that exception. You need a signed assignment (s.90) or you have only a licence, often an implied one, which is a poor place to leave a brand campaign. See work for hire.
Does an assignment have to be in writing?
Yes. CDPA 1988 s.90(3): an assignment is not effective unless it is in writing signed by or on behalf of the assignor. An email that says “the files are yours” is a start; a signed clause on the contract is the thing that works. A licence can be oral, which is why disputes about “what we allowed” drag on.
When should a freelancer licence instead?
When the work is a stock style, a method, a typeface engine, or a film you will relicence. Exclusive licences for a campaign period are the usual middle. Assignment is right when the client must own the mark, the product shots or the code they will maintain.
When does the transfer happen?
On the date you name: on signature, on delivery, or on full payment. Payment-trigger is the freelance default. If the client uses the work before paying, they are on an implied licence you can revoke. Write that. Do not leave the trigger blank.
A worked example
A photographer’s paper says copyright in the delivered JPEGs assigns to the client on full payment, and that RAW files stay with the photographer on a non-exclusive licence for the photographer’s portfolio. The client’s US template said “work made for hire.” That line is struck. Until the invoice clears, the client has a limited licence to review. After payment, they own the JPEGs; they never own the RAWs.
How it shows up in a contract
Sample wording · our own drafting
The Supplier is the first owner of copyright in the Deliverables (CDPA 1988 s.11). On full payment of the Fees, the Supplier assigns to the Client the copyright in the Deliverables, in writing for s.90. Until then the Client has a revocable licence to review only. Pre-existing materials are licensed, not assigned. This clause is not a work-made-for-hire term.
In Plain English
The freelancer owns the copyright first. When you pay in full, that copyright in the deliverables moves to you, in writing. Until then you may only review. The freelancer’s own tools stay theirs, on a licence. US “work for hire” words do not change this.
Common mistakes
- Pasting “work made for hire” into an England and Wales paper and thinking the client already owns the work.
- Saying “the client owns the IP” without a signed assignment, so s.90 is not met.
- Assigning “all IP” and accidentally giving away the supplier’s tools and pre-existing materials.
- Leaving moral rightsMoral rights are the author’s personal rights in a copyright work: to be identified as author, and not to have the work subjected to derogatory treatment. In the UK they sit in the Copyright, Designs and Patents Act 1988 ss.77–80. They cannot be assigned. They can be waived in writing, signed by the person giving them up, under s.87.More in the glossary unwaived when the client will crop and run the work without a credit.
What the legislation says
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
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
Sources
- Copyright, Designs and Patents Act 1988, s.90Checked 28 October 2026Pending lawyer review
- Copyright, Designs and Patents Act 1988, ss.4 and 11Checked 28 October 2026Pending lawyer review
Frequently asked questions
What is the difference between an IP licence and an assignment?
An assignment transfers ownership. A licence is permission to use; the author still owns the work. In England and Wales a freelancer’s client is not first owner under CDPA 1988 s.11.
Does work for hire assign UK copyright?
No. That is a US first-owner rule. Here you need a signed assignment under CDPA 1988 s.90. See /glossary/work-for-hire.
Does an assignment have to be in writing?
Yes. CDPA 1988 s.90(3). A licence can be oral; an assignment cannot. Sign the clause.
When should a freelancer licence instead of assign?
When they will reuse the method, the tools or the film. Assign when the client must own the campaign assets. See /glossary/licence and /glossary/ip-assignment.
Related
Related clauses and templates
Related terms
The legal wording governsLast reviewed 28 October 2026Pending lawyer review