IP assignment clause
An IP assignment clause transfers ownership of intellectual property, such as code, designs or writing, from the person who creates it to another party.
What it means
An IP assignment clause decides who ends up owning the intellectual property created under a contract. Without one, the person who creates a work usually owns the copyright, even if a client paid for it. The clause fixes that by transferring the rights, often to the client or employer, and usually covers copyrights, patents, trademarks and trade secrets in the “work product” or “deliverables.”
Picture a freelance developer building an app for a small business. If the contract assigns all IP in the deliverables to the client, the client owns the code and can modify, sell or license it without asking. If the clause covers “all work created during the term,” it could also sweep in unrelated side projects or the developer’s reusable tools.
Wording matters. Language like “hereby assigns” generally transfers rights immediately, while “agrees to assign” may only be a promise to transfer later, which is weaker for the party receiving the rights. Contractors often negotiate to keep their pre-existing materials and general know-how, give the client a license to those instead, and have the transfer take effect only once they are paid in full.
What to watch for
- Check whether the assignment covers only the specific deliverables or everything you create while the contract is in place.
- Look for a carve-out for your pre-existing tools, templates, code libraries and know-how, and whether the client gets a license to them instead.
- See whether ownership transfers on signing, on delivery, or only after full payment.
- Check for “further assurances” or power-of-attorney language requiring you to sign extra documents to confirm the transfer.
- Look for a waiver of moral rights or attribution, and whether you can still show the work in your portfolio.
Example clause
Upon Client’s payment in full of all fees due for a Deliverable, Contractor hereby assigns to Client all right, title and interest in that Deliverable, including all intellectual property rights in it. Contractor retains ownership of its Pre-Existing Materials and grants Client a perpetual, non-exclusive license to use any Pre-Existing Materials incorporated into the Deliverables.
The client owns each deliverable once it pays for it, while you keep your existing tools and the client gets permission to use them.