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Three ways to draft intellectual property provisions

For creative professionals, the way you address ownership of your work product and intellectual property in your client agreement is absolutely critical. Generally speaking, under U.S. Copyright Law, the creator of an original work will be deemed the owner of the copyright to that work. That’s very good news for creators. But in the real world, you can’t just fall back on that. You should address it in your contract.

In this post we will look at three ways to draft a smart intellectual property provision in your client agreement.

You own it

In this case, you state that all work product and all intellectual property to that work product will be owned by you, the contractor. In this case, you should almost certainly provide some kind of a license to your client to use the final deliverables (otherwise, what are they paying you for). When creating the license, it is important to be clear about the scope of the license. What can they use? Can they use the deliverables externally, or only internally? How long can they use them? Do they need to provide attribution to you? Can they sublicense the license? Etc.

Your client owns it

Most clients will want to own the works and intellectual property created under their client agreement. If they get it all, then this is pretty straight forward – you just state that in the contract. However, you should consider inserting a sentence that allows you to use the work product in your marketing materials. If you have concerns about giving them everything, then see the next option.

You split it

This one can be a bit blurry, but it is often a good middle ground when the parties can’t agree otherwise. In this case, you state in the contract that they will own all of the work product and intellectual property, but that you will continue to own the core building blocks of the works. This is useful in cases where you reuse those core building blocks for multiple clients. One issue with this route is you may run into a dispute about what is theirs and what is yours. But if you define it carefully, you should be able to avoid that issue.

The Creators Guide to Client Agreements

The Creator's Guide to Client Agreements

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