IP assignment
A contract clause specifying who owns intellectual property created during the engagement — work product, inventions, copyrights, and derivative works. Default rules vary by jurisdiction and contract type, so an explicit clause is almost always safer than silence.
An IP assignment clause states who owns the intellectual property (code, designs, written work, inventions, trademarks) created during the contract. Without an explicit clause, ownership falls back to whatever the jurisdiction defaults to, which is rarely what either party assumed.
Three common scenarios:
- Employment — most jurisdictions default to employer ownership of work product, but the boundaries are fuzzy (work done at home, side projects, weekends). An explicit clause defines the scope.
- Freelance / consulting — the default is that the creator (freelancer) owns the work. The client must obtain an explicit assignment to claim ownership. If your contract is silent, the freelancer keeps the IP.
- Joint development — without a clause, both parties may end up co-owning IP, which creates licensing friction.
Things to check in an IP assignment clause:
- Scope — does it cover everything, or only specific deliverables?
- Pre-existing work — does the freelancer retain rights to tools, libraries, or templates they built before this contract?
- Moral rights — in some jurisdictions (notably civil-law countries) moral rights cannot be assigned; the clause should acknowledge this.
- Open-source obligations — if the work product includes open-source components, what licenses transfer with it?
For startups hiring developers, an IP assignment that's missing or vague is one of the most common — and most expensive — contract gaps to discover after the fact.