Intellectual Property Assignment Clause
The client should own the deliverables they paid for. The clause becomes overreach when it also captures your pre-existing tools, your general know-how, or work you create outside the engagement.
What it means in plain English
You bring reusable components, libraries and templates to every project. A well-drafted clause assigns the specific deliverables and grants the client a licence to your background IP embedded in them — without stripping you of the tools themselves.
Why it is risky
- 'All work created during the term' can include personal side projects.
- Assignment of pre-existing IP prevents you reusing your own frameworks.
- Moral-rights waivers can remove your ability to show the work in a portfolio.
- Assignment on signature (rather than on payment) hands over value before you are paid.
Red-flag wording to look for
- "All intellectual property created by the Contractor during the term of this Agreement, whether or not related to the Services, shall vest in the Client."
- "The Contractor assigns all pre-existing and background intellectual property used in the deliverables."
- "The Contractor shall not display or reference the work in any portfolio or marketing material."
What fair wording looks like: Deliverables assigned on full payment; background IP retained by you with a licence to the client; portfolio rights preserved.
Recommended counter-clause
Replace the risky clause with this wording. Square brackets are the numbers to agree.
Upon receipt of full payment, the Contractor assigns to the Client all intellectual property rights in the Deliverables specifically created for the Client under this Agreement. The Contractor retains ownership of all pre-existing and background intellectual property, including tools, libraries, templates and know-how, and grants the Client a perpetual, non-exclusive, royalty-free licence to use such background IP solely as embedded in the Deliverables. Nothing in this Agreement affects intellectual property created by the Contractor outside the scope of the Services. The Contractor may display the Deliverables in a portfolio after public launch, excluding any Confidential Information.
Hi [Client name], I'm assigning the deliverables to you in full — I'd just like two carve-outs: my pre-existing tools and libraries stay mine with a licence to you as embedded in the work, and I can show the finished piece in my portfolio after launch. Standard terms on my side of the industry.
General information, not legal advice. Wording should be adapted to your contract and jurisdiction.
Frequently asked questions
- What IP should a freelancer hand over?
- The specific deliverables created for that client. Reusable frameworks, internal tooling and general know-how should remain yours, licensed to the client only as embedded in the deliverables.
- Can I show client work in my portfolio?
- Only if the contract allows it. Ask for a portfolio carve-out after public launch that excludes confidential information — it is rarely refused when framed that way.
Is this clause in your contract?
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