How to Negotiate IP Assignment Terms
IP assignment clauses transfer ownership of your creative work. Here's how to negotiate terms that protect your interests while meeting legitimate business needs.
Key Points to Negotiate
1. Scope of Assignment
Goal: Limited to project-specific work, not all work tangentially related
- Ask: "Can we limit this to deliverables specifically created for this project?"
- Carve out: Pre-existing IP, general methodologies, tools
- Specify: Assignment covers X, Y, Z—not "all work product"
2. Pre-Existing IP Carve-Out
Goal: Keep ownership of work you created before this engagement
- List specific pre-existing work in an exhibit
- Grant license (not assignment) for pre-existing IP used in deliverables
- Include: "Notwithstanding the foregoing, Contractor retains ownership of..."
3. Portfolio Rights
Goal: Ability to show the work to future clients
- Request: "Contractor may display sanitized samples for portfolio purposes"
- Include: After a reasonable embargo period (3-12 months)
- Exclude: Confidential information from portfolio samples
4. License Back
Goal: Ability to reuse components you create
- Non-exclusive license to use generic elements
- Useful for: code libraries, templates, methodologies
- Limited to: non-competing purposes
5. Transfer Timing
Goal: IP transfers only upon full payment
- Standard language: "IP shall vest in Client upon receipt of final payment"
- Until then: Client has license to use, not ownership
- Protects against: Non-paying clients keeping your work
Sample Negotiated Language
"Assignment shall be limited to Final Deliverables specifically created for Client pursuant to this Agreement, excluding (i) Contractor's pre-existing intellectual property listed in Exhibit A, (ii) general skills, knowledge, and methodologies, and (iii) tools and templates used across multiple client engagements."
Frequently Asked Questions
Should I assign all IP or license it?
For client-specific deliverables, assignment is often expected. But for your tools, templates, and methodologies, negotiate to retain ownership with a license to the client. This lets you reuse these elements for other clients.
When should IP ownership transfer?
Negotiate for IP to transfer upon final payment. Until then, the client should have only a license. This protects you from clients who stop paying after receiving your work.
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