Intellectual property assignment
Also known as: IP assignment, Work product assignment
A clause transferring ownership of created intellectual property from one party to another.
What it is
An IP assignment clause says who owns the deliverables, inventions, software, writing, designs, or other intellectual property created under the contract. In a typical services deal, the customer wants to own the specific work product it paid for, while the supplier wants to keep its pre-existing tools, frameworks, and know-how. A good clause separates these: it assigns the bespoke output to the customer, grants a license back where needed, and carves out the supplier's background IP.
Why it matters
IP ownership determines who can use, license, resell, or build on the work after the project ends. Getting it wrong leaves either the customer without the rights it thought it was buying, or the supplier unable to reuse its own tooling in the next project. In many jurisdictions, an assignment of future rights also needs specific language to be legally effective — simply saying "Customer owns the work" may not be enough, particularly for patents or moral rights.
Typical language
An example of how this clause often reads — illustrative only, not a template:
The Supplier hereby assigns to the Customer all right, title, and interest in and to the Deliverables created specifically for the Customer under this Agreement, including all copyrights and other intellectual property rights therein. The Supplier retains ownership of any pre-existing tools, templates, and know-how (Background IP) and grants the Customer a non-exclusive, perpetual, royalty-free license to use the Background IP solely as embedded in the Deliverables.
Common pitfalls
- Assigning everything the supplier touches during the project, including its own reusable libraries.
- Forgetting to license back the background IP, leaving the customer with a deliverable it cannot actually use.
- Not addressing moral rights where the governing law recognizes them.
- Leaving open-source components unaddressed, so obligations flow through to the customer unexpectedly.
- Assignment language that is an "agreement to assign in the future" rather than a present assignment, which may be weaker.
Related clauses
Draft a contract with this clause
Open the drafting canvas with a starter prompt for intellectual property assignment. You can edit every line before anything is saved.
This explainer is general information and is not legal advice.