IP assignment clause (UK): who owns the work you create

An IP assignment clause decides who owns the intellectual property you create under a contract. In the UK the starting point matters: a freelancer owns what they create by default, so the assignment clause is the thing that transfers that ownership to the client. Without it, a client who commissioned work may only have a licence to use it, not own it.

For anyone whose work is the product, a designer, developer, writer or consultant, this is one of the most important clauses in the contract.

Key Takeaways

• Under the Copyright, Designs and Patents Act 1988, the creator owns the copyright by default. Employee work made in the course of employment belongs to the employer.
• A freelancer therefore owns what they create unless they sign an assignment.
• An assignment of copyright must be in writing and signed by the person giving up the rights.
• Without an assignment, a client may only get a licence to use the work for the commissioned purpose, not ownership.

What does an IP assignment clause do?

An IP assignment clause transfers ownership of the intellectual property in your work from you to the other party. You find it in service agreements, in employment contracts, and anywhere a client is paying for something to be created.

A typical clause covers:

• What is assigned: usually the IP in the deliverables, sometimes described as "all intellectual property created under this agreement".
• Present and future works: it often assigns rights in things not yet made, as soon as they are created.
• Supporting promises: a duty to do whatever is needed to perfect the client's ownership.

Because it decides ownership of the very thing you also promised to keep secret, an IP assignment clause is worth reading next to the confidentiality clause, and next to the payment terms that should be tied to it.

What an IP assignment clause means for you

The clause means you are signing away ownership of what you make. That is standard and often fine, because clients reasonably want to own what they paid for. The risk is scope creep: a clause that reaches beyond the deliverables into your pre-existing tools, templates or side projects.

The other thing to watch is the trigger. If ownership passes the moment you create the work, you can end up having handed over the IP before the client has paid you.

Take a hypothetical. You are a developer who reuses a personal library across projects, and the clause assigns "all intellectual property created in connection with the services". Read literally, that could sweep in your own library. Carving out your background IP protects the tools you rely on to do the job, a point our guide to IP ownership in freelance contracts explores in detail.

What does UK law say about owning your work?

The starting point is set by the Copyright, Designs and Patents Act 1988. Under section 11, the author or creator owns the copyright in what they make. There is one big exception: under section 11(2), work made by an employee in the course of employment is owned by the employer.

That is why the position differs by contract type. A freelancer or contractor owns what they create unless they sign an assignment. An employee usually does not, because their employer owns work made in the course of the job.

For a freelancer, two further points matter. First, under section 90, an assignment of copyright must be in writing and signed by the person giving up the rights, which is exactly what the clause achieves. Second, without an assignment, a client who commissioned work may only have a licence to use it for the commissioned purpose, not ownership. So the assignment clause is not a formality. It is the mechanism that moves ownership from you to the client.

IP assignment clause: a fair version vs an aggressive one

What to push back on before you sign

• Limit it to the deliverables. Ask that only the work commissioned under the contract is assigned, not everything you touch.
• Carve out background IP. Protect your pre-existing tools, templates and methods so they stay yours.
• Tie assignment to payment. Push for ownership to pass only once you have actually been paid.
• Ask for portfolio rights. Request a carve-out so you can still show the work in your portfolio.

If you are unsure how much a contract is asking you to give up, upload it to Ookulli and it will flag what the IP assignment clause actually transfers, with each point traced back to the UK law behind it.

This page is general information about UK law, not legal advice. For a high-value or complex situation, speak to a qualified solicitor.