Intellectual property assignment clause

Sample clause

a brand identity contract between Wattle Lane Studio and Saltbush Brewing, a fictional craft brewery in Ballarat

1. Assignment. On receipt by the Studio of payment in full of the Fees, the Studio assigns to the Client all right, title and interest in the copyright and any other intellectual property rights in the Deliverables, including any future copyright in them. 1.1 Until payment in full is received, the Client has a non exclusive licence to use the Deliverables for internal review only. 2. Further Assurance. The Studio must sign any document and do anything else the Client reasonably requires, at the Client's cost, to record or perfect the assignment, including an assignment in registrable form for any registered right. 3. Excluded Materials. This clause does not assign the Studio's Background Materials listed in Schedule 2, which are licensed to the Client under clause 8. 4. Third Party Materials. Where a Deliverable includes stock imagery or a licensed typeface, the Studio must tell the Client before delivery, identify the licence, and must not assign rights it does not own. 5. Moral Rights. The consent given in clause 9 applies to every Deliverable assigned under this clause.

Sample wording, not legal advice.

Variants

What to negotiate

• Whether ownership passes on payment or on creation

  Makers want ownership to follow payment, so an unpaid invoice leaves the client using work it does not own. Clients want ownership from the moment of creation, so a dispute cannot strand a project. The usual settlement is assignment on payment in full, paired with a review licence during the project, which gives the client something to work with while the maker keeps its leverage.

• What the maker keeps

  Studios and developers reuse tools, templates and frameworks across clients, and assigning those away would end that practice. Clients want certainty that nothing they depend on is withheld. The answer is a schedule of background materials, listed at the start rather than asserted at the end, licensed to the client on terms broad enough to run the deliverable without further permission.

• Portfolio and case study use

  Makers want to show the work. Clients worry about confidential campaigns and unannounced products. Most contracts allow portfolio use after a public launch, sometimes with an embargo period or a requirement to seek approval for a written case study. Writing that down at the start is easier than asking for permission from a client relationship that has since ended.

• Third party material inside a deliverable

  Nobody can assign rights they do not own, so stock images, fonts and open source components need to be identified and licensed separately. Clients ask for disclosure before delivery and a warranty that the maker has the right to grant what it is granting. Makers ask that the warranty be limited to material they selected, not material the client supplied.

The risk of leaving it out

Without an assignment the maker generally keeps the copyright, so a client that has paid in full may hold only an implied licence to use the work for the purpose it was commissioned for. That becomes a problem the first time the client wants to modify the work, license it onward, use it in a different market, or sell the business that depends on it.

Assignment has to be in writing

Under the Copyright Act 1968 an assignment of copyright does not have effect unless it is in writing signed by or on behalf of the assignor, and the Act also allows future copyright to be assigned before the work exists. Those two rules shape how the clause is drafted. Writing and signature mean an assignment agreed only over email or implied from conduct is at risk, which is why the assignment sits in the signed agreement rather than in a purchase order. Future copyright matters because most commissioned work does not exist when the contract is signed, so the clause has to cover work not yet made rather than only what is in front of the parties.

Employees and contractors are treated differently

Work made by an employee in the course of employment generally belongs to the employer under the Copyright Act 1968, subject to the exceptions in that Act and to anything the employment contract says. Work made by an independent contractor does not, which is the gap that catches most businesses. A company that commissions a logo, a website or a codebase from a contractor and pays for it does not own the copyright unless the contract assigns it. This is why contractor agreements carry an assignment clause and employment contracts usually carry a shorter confirmatory one. Where the same person works in both capacities over time, the safest drafting covers both.

Where it sits in a generated document

The document generator writes an agreement as numbered content, so an assignment clause appears as a numbered section with the trigger, the further assurance obligation and the excluded materials as sub clauses. The generated text is written from the description it is given and it never prints citations, so any statutory reference in a draft has to be checked against the legislation before the document is used. Naming the assignment trigger and the background materials schedule in the description keeps them from being merged into one sentence.

Documents that carry this clause

Freelance contractA brand designer and a bakery owner agree five weeks of work in language they can both read. It covers everything a longer contract would, and it never once says party of the first part.Photography contract template with deliverables you can countA photography contract is mostly a list of numbers: hours, images, weeks, dollars and the date after which the deposit is gone. This one writes every number down, then handles the three things that go wrong with weddings, a postponement, a sick photographer and an argument over who owns the photos.Influencer agreement template with the posts, dates and rights in one tableA creator deal is a schedule of posts and a set of permissions, and the disputes are about the reuse and the disclosure, not the fee. This agreement lists each deliverable with its platform and live date, splits the $2,400 fee across delivery, gives the brand a 12 month licence rather than ownership, and puts the ad label rule in the creator's obligations.IP assignment agreement template with a schedule and moral rightsAn IP assignment transfers ownership of work that already exists, which is why the schedule matters more than the wording around it. This one moves six named works from a departing contract developer to the startup that paid for them, licenses back her own library, and lists what gets handed over in the ten days after signing.

Questions people ask