How to protect intellectual property in client contracts

Start with the default rule — then change it deliberately

Under the Copyright, Designs and Patents Act 1988, the person who creates a work owns the copyright in it. That means if you write the code, design the logo, shoot the photographs or draft the copy, you own it — even if the client paid you for it. The UK does not have a general "work made for hire" rule, and commissioning a piece of work does not automatically transfer ownership.

This catches people out on both sides of the table. Clients assume paying the invoice means owning the asset outright. Freelancers assume they can reuse the work however they like, years later, because "nothing was ever signed". Get it in writing, every time. A clear paragraph in your terms beats a three-hour argument eighteen months down the line.

Decide whether you are selling the rights or lending them

There are two mechanisms, and they do very different things:

• Assignment — you transfer ownership of the copyright to the client. They can then use, adapt, sell or license the work as they wish, and you generally lose your say.
• Licence — you keep ownership and grant the client permission to use the work on defined terms. You can agree this in an email, in practice, though writing it down properly is always better.

Most freelancers and small studios are better off defaulting to a licence, or to an assignment that only kicks in once you have been paid in full. If a client genuinely needs to own the asset — often because investors, lenders or an internal legal team demand it — that is fine, but it should be priced accordingly. Full ownership transfer is a bigger grant than a usage licence, and it should not come free.

How to word an assignment properly

An assignment of copyright must be in writing and signed by the person giving up the rights. An unsigned clause, a purchase order or a nod in a meeting will not do it. Your wording should be specific about:

• What is being assigned — name the deliverables, or describe them tightly. "All materials created under this agreement" is far better than "all intellectual property".
• Which rights — copyright, design rights, database rights, and any future rights. If you want to keep the right to reuse underlying components, tools or frameworks, say so explicitly.
• When it takes effect — a phrase such as "assignment takes effect upon receipt of payment in full" keeps you protected if the invoice goes unpaid.
• What happens to drafts, rejected concepts and working files — decide whether those transfer too, and whether source files are included.

Structuring a licence that does not come back to bite you

A vague licence is almost as risky as no licence. Cover these points:

• Scope — what the client may do with the work: which channels, which products, which markets.
• Territory and duration — worldwide and perpetual is the most valuable version. If you are granting that, charge for it.
• Exclusivity — an exclusive licence means you cannot use the work elsewhere, so it should cost more than a non-exclusive one.
• Sub-licensing and modification — can the client let a third party use or alter the work, and on what basis?
• Termination — if the client stops paying or the contract ends, the licence should end with it, and they should stop using the work.

The details people forget

Moral rights. You have the right to be identified as the author and to object to derogatory treatment of your work. These can only be waived in writing. If attribution matters to you, do not sign a blanket waiver — carve out what you actually need.

Portfolio rights. Ask for an express right to display the work in your portfolio, showreel or website. If the client needs confidentiality or a launch embargo, agree a date after which you can publish.

Third-party assets. Fonts, stock imagery, plugins and libraries carry their own licences. You can only pass on rights you actually hold, so state clearly which licences are in your name, which sit with the client, and who pays for renewals.

Subcontractors. If you bring in another freelancer, get a written assignment or licence from them before you hand anything to your client. Otherwise you are warranting rights you do not own.

Indemnities. Clients often ask you to indemnify them against IP claims. Keep it proportionate — cover your own work, cap the liability, and do not promise that nothing in the deliverable resembles anything that exists anywhere in the world.

A pre-signature checklist

• Is ownership, licensing or both clearly stated in writing and signed?
• Does the assignment or licence name the specific deliverables?
• Does the transfer only take effect once you have been paid in full?
• Have you kept the rights you need to reuse your own components and methods?
• Are portfolio and attribution rights dealt with?
• Are third-party assets and subcontractor rights accounted for?
• Is the indemnity capped and limited to your own work?

None of this needs to be adversarial. A short, plain-English IP clause that both sides understand will do more for your business than the most elaborate contract nobody reads.