IP Assignment Clauses in Freelance Contracts: What You're Actually Signing Away
An IP assignment clause can transfer ownership of your code, designs, or writing to a client — including work you created on your own time. Here is exactly what to look for and what to insist on changing.
What is Intellectual Property (IP)?
As a freelancer, your IP is your business. It includes:
- Code you write (functions, libraries, entire applications)
- Designs you create (logos, UI, illustrations)
- Writing you produce (copy, articles, documentation)
- Inventions and methods you develop (algorithms, processes)
When you create something for a client, the contract determines who owns it. By default in most countries (US, UK, EU), the creator owns the IP unless they have signed it away.
The Three Types of IP Clauses
1. Work-for-Hire (Assignment of All Rights)
The most extreme form. Once created and paid for, the IP belongs entirely to the client. You cannot reuse the work, reference it publicly, or build on it.
Typical wording: "All deliverables shall constitute 'work made for hire' as defined under applicable copyright law, and all rights therein are assigned to Client."
2. Exclusive License (Client Has Full Use, You Retain Ownership)
You technically own the IP, but the client has the exclusive right to use it — meaning nobody else can use it, including you in other projects.
Typical wording: "Client is granted an exclusive, worldwide, royalty-free license to use the deliverables."
3. Non-Exclusive License (Best for Freelancers)
You retain full ownership. The client can use the work but so can you — reuse components, build similar work for other clients, show it in your portfolio.
Ideal wording: "Freelancer grants Client a perpetual, non-exclusive license to use the deliverables for Client's internal and commercial purposes."
The Pre-Existing IP Trap
Many freelancers unknowingly sign away code libraries or templates they've developed over years.
High-risk contract language: "IP assignment includes all work used or incorporated into the deliverables, whether created before or after this contract."
What to add:
"IP assignment expressly excludes any pre-existing materials, open-source components, or tools owned by Freelancer prior to this engagement. Client is granted a license to use pre-existing IP solely as incorporated in the final deliverables."
Quick Checklist Before Signing
- [ ] Does IP assignment specifically list only deliverables in this contract?
- [ ] Are your pre-existing tools and libraries excluded?
- [ ] Is the assignment contingent on full payment?
- [ ] Do you have portfolio rights preserved?
Upload your contract to [REXI's Free Freelance Contract Analyzer](/freelancers) to check all of these automatically in 30 seconds.