An intellectual property clause determines who owns the work, inventions, and creative output produced during a business relationship. These clauses can have lasting impacts on your ability to use your own work.
“All Work Product, including all intellectual property rights therein, shall be the sole and exclusive property of Company. Contractor hereby irrevocably assigns to Company all right, title, and interest in and to any Work Product. Contractor agrees to execute any documents necessary to perfect Company's ownership.”
Everything you create while working for them belongs to them - completely and forever. You're giving up all rights to your work, and you have to sign any additional paperwork they need to prove they own it.
Broad assignment of all work, including pre-existing IP
No license back to use your own work
Covers work created outside of business hours or scope
Includes 'moral rights' waivers in some jurisdictions
No compensation for valuable IP assignments
You must negotiate for portfolio rights—they're not automatic. Ask for a clause allowing you to display samples for promotional purposes. You may need to wait for a period after project completion or exclude confidential elements.
Pre-existing IP should remain yours. Negotiate a carve-out listing your prior work, and grant a license (not assignment) for any pre-existing IP incorporated into deliverables. Without this, broad assignment language might capture your prior work.
Negotiate for IP to transfer upon final payment, not before. Until you're paid, the client should have only a license to use the work. This protects you from non-paying clients keeping your work.
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A confidentiality clause (or NDA - Non-Disclosure Agreement) protects sensitive business information from being shared with third parties. These clauses are essential but can be overly broad or perpetual.
A non-compete clause restricts your ability to work for competitors or start a competing business after leaving a company. These clauses can significantly impact your career mobility and earning potential.
A termination clause defines how and when a contract can be ended by either party. Understanding these terms is crucial - they determine your ability to exit a bad situation and what happens when you do.