What is an IP assignment clause?
An IP assignment clause is contract language transferring ownership of intellectual property created under an agreement from the person who made it to the company paying for it. In international contractor agreements it is essential, because U.S. work-for-hire doctrine does not automatically apply across borders.
The wording matters more than its presence. "Contractor hereby assigns" is a present transfer that takes effect on signing. "Contractor agrees to assign" is only a promise to do something later, which you may have to enforce against someone in another jurisdiction — exactly the situation the clause was supposed to prevent.
A complete clause also survives termination, covers work created before signature but under the relationship, and obliges the contractor to sign any further documents needed to perfect the transfer, such as patent filings.
When engineers come through a studio or agency, the assignment runs in two links: engineer to supplier, and supplier to client. Ask to see that both exist. A supplier who can only show you the second one is selling you a gap you will not discover until it matters.
Key points
- Use "hereby assigns", not "agrees to assign".
- Do not rely on U.S. work-for-hire doctrine across borders.
- It must survive termination and cover further-assurance signatures.
- Through a supplier, verify both links of the assignment chain.
- General information, not legal advice — have counsel review your agreement.
Frequently asked questions
Do I own code written by a foreign contractor by default?
Do not assume so. Ownership depends on the contract and the governing law, and several jurisdictions default to the creator retaining rights absent an explicit assignment. Put it in writing.
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