IP Assignment
Also called: Intellectual Property Assignment · IP Ownership · Work for Hire
An IP assignment transfers ownership of intellectual property from its creator to another party. In commercial contracts it determines who owns work product — and in the absence of an express assignment, ownership frequently stays with the creator by default.
In more detail
This is the clause freelancers, agencies, and employers most often get wrong in opposite directions. A client who assumes they own delivered work may find they only have an implied licence; a creator who assumes they retain rights may have signed them all away in a single sentence.
The practical distinction is assignment versus licence. Assignment transfers ownership outright. A licence lets the other party use the work while ownership stays with the creator — and licences can be limited by territory, duration, exclusivity, and permitted purpose.
Background IP deserves separate treatment. A developer who reuses their own framework across clients needs that pre-existing material carved out of the assignment, or they may inadvertently assign the tools they need for their next engagement.
A designer delivers a brand identity and assumes they can show it in their portfolio. The contract assigned "all rights, title and interest" with no portfolio carve-out — so displaying it may technically require the client’s permission.
Default ownership rules differ significantly between legal systems, particularly for contractors versus employees, and some jurisdictions recognise moral rights that cannot be assigned at all. The default that applies when a contract is silent is rarely the same in two countries.
What our lawyers check
- Whether IP is assigned, licensed, or left unaddressed entirely
- Whether assignment is conditional on full payment
- Whether background and pre-existing IP is properly carved out
- Portfolio, reference, and case-study rights for creative and agency work
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms