Glossary
Pre-existing materials
Pre-existing materials are tools, libraries or work the supplier already owned, which are licensed for the job rather than handed over.
Last updated 26 October 2026
Pre-existing materials, sometimes called background IP, are the things a supplier brings to a job that they already had: a component library, presets, a starter theme, a shot list, fonts they own. They are not the new work made for this client. They were already on the laptop when the kickoff call started.
Contracts usually keep those with the supplier and give the client a licence to use them as part of the deliverables. The new work made for the client can still be assigned. Mixing the two without saying so is how a supplier accidentally gives away a library they need next month.
Third-party materials are a related list — stock, plugins, typefaces with their own licences. Those stay on their original terms; the supplier cannot assign what it does not own. The statement of work should name anything the client must buy or already has (a brand typeface, an Adobe seat).
Developers feel this most. A custom checkout page can be assigned on payment. The cart components from the developer’s own kit stay theirs, licensed for this site. Photographers feel it as a lighting setup or a retouching preset. Designers feel it as a grid or a component file.
If the client wants to own a piece of the library, price that as a separate buyout. Do not hide a buyout inside a standard assignment sentence. The paper should list what is pre-existing, or define it as anything the supplier created before this agreement or outside this statement of work.
A worked example
A developer assigns the custom checkout page on payment, and licenses the cart components from their own library for use on that site. The client later asks for the library source “as part of the handover”. The contract says the library is pre-existing and licensed, not assigned, so the handover is the compiled site plus the licence, not the kit.
How it shows up in a contract
Sample wording · our own drafting
The Supplier keeps all rights in Pre-existing Materials, meaning materials the Supplier created before this agreement or independently of the Services. The Supplier grants the Client a non-exclusive, perpetual licence to use those materials only as part of the Deliverables. Third-party materials stay on their own licences.
In Plain English
The supplier keeps what they already owned. The client can keep using those pieces as part of this job, forever, but does not own the library. Stock, plugins and fonts stay on the terms they came with.
Common mistakes
- Assigning “all IP in the deliverables” with no carve-out, then losing a library.
- Promising to hand over third-party source the supplier does not have the right to give.
- Leaving pre-existing materials undefined, so a starter theme looks like new work.
- Agreeing a buyout of the library in Slack and never putting it in the statement of work.
Related
The legal wording governsLast reviewed 26 October 2026Pending lawyer review