Reviewing an intellectual property assignment clause

An intellectual property assignment clause decides who owns what a contract produces, and it decides what the paying party owns and what the creating party keeps. English law sets formalities for an assignment to take effect, distinguishes rights that can be assigned in advance from those that cannot, and leaves moral rights with the author unless waived. A clause that assigns 'all intellectual property' without meeting those rules may not transfer what its words suggest. I review the clause from whichever side instructs me and return it marked up with a written explanation of what transfers, what does not, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Customers commissioning software, designs, content, research or creative work from developers, agencies, consultants and freelancers in England and Wales, and the suppliers doing the work, whether the clause is in a master agreement, a statement of work, a consultancy agreement or a stand-alone assignment. Both parties are businesses; patents are for a patent attorney regulated by IPReg and the review addresses the contractual mechanism.

What to look for in an intellectual property assignment clause

What is assigned, what is licensed and what stays with the supplier

The clause should distinguish the deliverables created for the customer, which may be assigned, from the supplier's pre-existing materials, tools, libraries, templates and know-how, which should be licensed, and from third-party and open source components, which cannot be assigned by the supplier at all. Under section 11 of the Copyright, Designs and Patents Act 1988 the supplier owns what it creates unless it assigns it, so the review draws the line between the three categories and drafts an assignment of the first, a licence of the second and disclosure of the third.

The formalities: writing, signature and future rights

An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor under section 90 of the Copyright, Designs and Patents Act 1988, and copyright in works not yet created can be assigned in advance under section 91 so that it vests in the assignee on creation. Unregistered design right is assigned under section 222 on the same terms, and a registered trade mark is assigned under section 24 of the Trade Marks Act 1994 in writing signed by the assignor. The review checks that the clause is signed by the right party, covers future works, and includes a further assurance obligation to sign any confirmatory assignment a registry requires.

Moral rights and the author who is not a party

The author of a work has moral rights, to be identified and to object to derogatory treatment, under sections 77 to 80 of the Copyright, Designs and Patents Act 1988, which cannot be assigned and remain with the author, an individual, even after the copyright is assigned. They can be waived under section 87, and the review asks for a waiver, obtained from the individual authors where the supplier is a company, so that the customer can adapt the work. It also checks that the supplier has obtained assignments from its own staff and contractors, since a freelancer working for the supplier owns what they create unless they assigned it.

Timing: assignment on creation, on delivery or on payment

A customer wants the assignment to take effect on creation; a supplier wants it on payment. The review drafts the assignment to take effect on payment of the fee for the deliverable, with a licence to use it in the meantime, so that a supplier that is not paid keeps its work and a customer that pays owns what it paid for. It also checks what happens to the assignment if the contract is terminated early, and that sums due carry interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Background materials, the licence back and the supplier's freedom to reuse

A supplier that assigns everything it creates for a customer cannot reuse the generic components, the methods or the know-how in its next project, and the review protects that with a definition of background and generic materials that are licensed rather than assigned, and a licence back to the supplier of any assigned work that it needs for its own business, excluding the customer's confidential information. For a customer, it checks that the licence of the supplier's materials is perpetual, irrevocable and wide enough for the customer to use, modify and have the deliverable maintained by someone else.

Warranties, infringement and the third-party content in the deliverable

An assignment is worth what the assignor owns, and the review asks for warranties that the supplier owns the assigned rights, that the deliverable does not infringe third-party rights, and that open source components are disclosed with their licences, since a copyleft licence can affect the customer's own distribution. It checks the indemnity for infringement, which should cover claims against the customer and its licensees, and confirms that the assignment covers the rights in all countries, since section 90 governs the English copyright and equivalent formalities apply abroad.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Our agency contract says we own the IP but nobody signed anything. Do we own it?

Only if there is a written assignment signed by the agency, which the copyright legislation requires for an assignment to be effective. A clause in a signed contract can be that assignment; an email or an unsigned proposal cannot. The review checks the document and drafts a confirmatory assignment if one is needed.

We are a developer. Do we have to assign our own code library to every client?

Not if the clause distinguishes your pre-existing and generic materials from the bespoke deliverables. The review draws that line, licenses your library to the client and assigns only the client-specific work, on payment.

Can the customer change our work after we assign it?

It can adapt what it owns, but the author's moral rights to be identified and to object to derogatory treatment remain with the author unless waived. Customers ask for a waiver, and the review advises on giving one limited to the customer's reasonable use.

Related guidance and services

• Contract review, £495, the service this page describes
• SaaS and technology contracts, £995
• Consultancy and contractor agreements, £595
• Reviewing a website development agreement from an agency
• Reviewing a statement of work from a client

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.