IP assignment clauses: who really owns your work?
What is a intellectual property assignment clause?
This clause assigns rights in deliverables — code, designs, content — to the client or company. The key questions are what exactly transfers, when (often on payment), and whether your background IP and unrelated work are protected.
Why it matters
Loose IP language can give the other side ownership of things you built before the engagement or use across clients. For freelancers and startups, that can mean losing rights to your own toolkit.
Red flags to watch for
- Assignment of 'all intellectual property' without limiting it to deliverables
- No carve-out for your pre-existing / background IP
- Assignment effective before you've actually been paid
- Capturing work created on your own time or unrelated to the project
- Waiver of moral rights with no qualification
Safer language to ask for
Limit the assignment to the specific deliverables, make it effective on full payment, and reserve a license to your background IP and reusable components.
Example: before & after
Risky
Contractor hereby assigns to Company all intellectual property conceived during the term of this Agreement.
Safer
Upon full payment, Contractor assigns to Company the IP in the Deliverables. Contractor retains ownership of pre-existing materials and grants Company a license to use them as embedded in the Deliverables.
FAQ
What is background IP?
Tools, libraries, templates, and know-how you owned before the project. A good clause carves these out of the assignment.
When should IP transfer?
Ideally on full payment — so you're not handing over ownership of work you haven't been paid for.
Check your own contract
Is this clause in your contract?
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