IP and confidentiality clauses in a contract

Ownership, licence and the gap between them

An IP assignment transfers ownership outright, a licence grant leaves ownership where it was and permits a defined use, and the difference decides whether a client can resell, modify or register the work later. Background IP is the material a supplier brought to the job and keeps, which is usually its templates, libraries and methods, and the clause exists so that handing over a deliverable does not quietly hand over a business. Work for hire is the United States mechanism for the same result, and moral rights consent covers the personal rights of a creator that an assignment does not move.

Keeping information in

The confidentiality clause defines what counts as confidential, who it may be shown to, and how long the obligation runs, and most disputes turn on the definition rather than the promise. Trade secrets sit alongside it because protection depends on actually keeping the information secret, so the clause has to require the steps that make that true. Return of materials closes the loop at the end of the engagement, and survival wording keeps the obligation alive after the contract ends. Publicity and non disparagement round out the group by covering what each side may say about the other in public.

How to use these pages

Decide first whether the client needs to own the work or only to use it, because that single choice determines whether you are reading the assignment page or the licence grant page. Suppliers who reuse their own components should read background IP before agreeing to any assignment. Creators should read moral rights consent, since it is separate from ownership and cannot be assigned in every country. Each page carries sample wording with numbered sub clauses, the usual variants and the negotiation points, and says where local law limits what the clause can achieve.

Every page in this collection

• Attribution clause: credit lines and moral rights

  An attribution clause sets the credit a creator gets when their work is used: the exact wording, where it goes, and the cases where a credit is impractical and not required. In Australia individual creators also have a moral right to be attributed, which the clause can shape but cannot simply sign away.

• Background IP clause

  Almost nothing is built from nothing. A development team brings libraries, a studio brings templates, and a consultant brings models, so an assignment clause with no background carve out promises something the maker cannot deliver.

• Confidentiality clause

  Inside a services or employment agreement, this clause is rarely read until somebody leaves. Its real drafting questions are about how it interacts with the other clauses rather than about the duty itself.

• Feedback clause: who may use the suggestions a customer makes

  Software suppliers ask customers for ideas constantly, then build the good ones into a product sold to everyone. The feedback clause exists so that nobody later claims a share of a feature because they mentioned it on a support call.

• Intellectual property assignment clause

  Commissioning work and owning it are different things, and the default under Australian copyright law favours the maker rather than the payer. The clause that changes that has to be in writing and signed to have effect.

• Kill fee clause: what a freelancer is paid when work is cancelled

  Editors cancel stories for reasons that have nothing to do with the writer: a change of plan, a cut budget, a story that went stale. A kill fee clause decides how much of the fee the freelancer keeps when that happens, and whether they can take the work elsewhere.

• Licence grant clause

  A licence that names only the work and the price has left five of the six questions open, and each of them decides something the parties will care about later. Most licensing disputes are about a term the grant never mentioned.

• Moral rights consent clause

  An assignment of copyright moves ownership and leaves the author's personal rights untouched. A client that edits, crops or publishes work without a byline is dealing with those rights, whether or not anybody planned to.

• Morality clause: when conduct can end a sponsorship

  A brand that pays an athlete or creator is buying their reputation as much as their time. A morality clause decides what conduct lets the brand walk away, and the closer its triggers are to objective facts, the fewer arguments it causes.

• Non circumvention clause: protecting an introduction

  An agent's value is in who they know. Once a buyer has met the factory, the agent can be bypassed with one email. A non circumvention clause is how introducers make sure the relationship they created still pays them.

• Non disparagement clause: wording for settlement deeds and exits

  The clause is easy to agree and easy to draft too widely. A promise that covers truthful statements to a regulator, a court or a health and safety inspector is a promise that will not hold and should not be asked for.

• Open source software clause: what a developer promises about code it did not write

  Almost every modern application is mostly open source components glued together with custom code. The clause does not stop that, it makes sure the client knows which licences arrived with the software and that none of them carries an obligation the client cannot live with.

• Photo consent clause: sample for staff, clients and children

  A photo consent clause deals with the person in the picture: whether they agree to be photographed, where the images will appear, for how long, and how they can say no later. Under Australia's Privacy Act an identifiable photo can be personal information, and for children the consent comes from a parent or guardian.

• Publicity clause

  Almost every agency, studio and consultancy sells on who it has worked for, and almost every standard confidentiality clause quietly forbids that. The publicity clause is where the two are reconciled, before anybody has published anything.

• Return of confidential information clause after an NDA or due diligence

  This is the clause most often drafted as a promise nobody can keep. Asking a business to delete every copy including backups is asking an IT team to do something its systems were built to prevent.

• Source code escrow clause: getting the code if the supplier fails

  A clinic that runs on one supplier's software has a quiet risk: if the supplier fails, nobody can fix the system. Source code escrow is the insurance policy, and like insurance, it only pays out if the deposit is current and the release events fit what actually goes wrong.

• Trade secrets clause

  A three year confidentiality tail is sensible for pricing and forecasts and useless for a recipe. Separating the two lets one obligation expire on schedule while the other runs for as long as the secret lasts.

• Trademark licence clause: using a brand without owning it

  A logo on someone else's shopfront, packaging or website says the owner stands behind what is sold there. The licence clause decides how far that promise reaches and what the owner can do when the licensee lets the standard slip.

• Usage rights clause for creative and influencer work

  A usage rights clause decides what a client actually buys when it pays for creative work: ownership of the copyright, or permission to use the work in set ways for a set time. Getting it wrong either way is costly, so the clause names the channels, territory, period and exclusivity, and prices any use beyond them.

• Work made for hire clause

  The phrase appears in contracts all over the world and has legal effect in only one of them. Used outside the United States it is decoration, and used inside it without a fallback it fails more often than it works.