IP Assignment Clause
What it is
An IP assignment clause transfers ownership of work product from the creator to the client. In a service contract, this typically means anything you build, write, design, or code during the engagement belongs to the client. The scope, timing, and conditions of that transfer are where things go wrong.
Why it matters to you
Without negotiation, an IP assignment can transfer ownership of your tools, templates, processes, and prior work — things you brought to the project and will need for the next one. It can also make the transfer unconditional: you hand over the work even if you never get paid. A well-negotiated version gives the client what they actually hired you to create, without stripping everything else.
The aggressive version
This is aggressive IP assignment language. It is common in contracts drafted by companies with in-house legal teams.
All work product, deliverables, inventions, developments, and improvements conceived, created, or reduced to practice by Contractor during the Term, whether or not created using Client's resources, are and shall be deemed works made for hire. To the extent such work product is not deemed works made for hire, Contractor hereby irrevocably assigns to Client all right, title, and interest in such work product, including all intellectual property rights, worldwide, in perpetuity. Contractor waives any moral rights in the work product.
What each part does to you
“all work product, deliverables, inventions, developments, and improvements”
The broadest possible scope — includes not just what they hired you for, but anything you invented or improved during the engagement.
“whether or not created using Client's resources”
Your own tools, templates, libraries, and code are covered. If you use anything you built before this engagement, they may own it now.
“irrevocably assigns”
There is no taking it back. Once assigned, it is theirs permanently regardless of what happens with payment.
“worldwide, in perpetuity”
There is no geographic or time limit. The rights they receive are unlimited in scope.
“Contractor waives any moral rights”
You give up the right to attribution and the right to object to modifications of your work.
The market standard version
A fair IP assignment gives the client ownership of what they paid for, tied to payment, while preserving your pre-existing tools and reusable components.
Upon receipt of full payment for the Services, Contractor assigns to Client all right, title, and interest in the deliverables specifically created for Client under this Agreement ("Deliverables"). This assignment excludes any pre-existing materials, tools, frameworks, or know-how developed by Contractor prior to or independently of this Agreement ("Pre-Existing IP"). Contractor grants Client a non-exclusive license to use any Pre-Existing IP embedded in the Deliverables solely as needed to use the Deliverables. Contractor retains the right to display completed, publicly released Deliverables in Contractor's portfolio.
Your counter-language
This counter-language gives the client ownership of what they hired you to create while protecting everything you brought to the table.
Upon receipt of full payment, Contractor assigns to Client all rights in the deliverables specifically created under this Agreement. This assignment does not include pre-existing IP, tools, frameworks, or reusable components developed by Contractor independently. Contractor grants Client a perpetual, non-exclusive license to use any pre-existing elements embedded in the deliverables. If payment is not received within sixty (60) days of final invoice, all assigned rights revert to Contractor. Contractor may display completed, publicly released work in Contractor's portfolio.
What to ask for
“Can we limit the assignment to deliverables specifically created for this project, and exclude anything I developed before or independently?”
“Can we make the transfer conditional on full payment — so if you don't pay, the IP reverts to me?”
“Can we add a portfolio rights clause so I can show the finished work in my portfolio once it's publicly released?”
Related clauses and guides
Related clause
Non-Compete Clause
A non-compete clause restricts you from working for competitors or starting a competing business for a defined period after the contract ends.
Related clause
Confidentiality Clause
A confidentiality clause (sometimes called an NDA or non-disclosure clause) obligates you to keep specified information secret.
Learn guide
How to Review a Freelance Contract Before You Sign
A freelancer's checklist for reviewing client contracts before signing. Scope, payment terms, IP, kill fees, indemnification — what to check and what to negotiate.
Learn guide
10 Red Flags to Watch For in Any Contract
10 contract red flags that lawyers spot and most people miss. From auto-renewals to indemnification traps — plain-English explanations and what to negotiate.
ClauseCheck is not a law firm and does not provide legal advice. The clause examples and counter-language on this page are illustrative only and are not a substitute for advice from a qualified attorney. Contract terms vary by context; consult a lawyer before making decisions on any specific agreement.
Have this clause in your contract?
Upload your contract and ClauseCheck will analyze this clause and every other one from your perspective. Your first review is free.
Analyze my contract freeNo credit card. No trial period.