IP ownership clause review checklist

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Receiving a deliverable does not automatically mean the client owns the copyright in it, and creating something jointly does not automatically mean either party can use it freely. IP ownership clauses decide who holds which right in what was created, improved or invented under a contract, and reviewing them requires separating two questions that are often collapsed into one.

Ownership and the right to use are not the same question

A party can have everything it needs even without owning the underlying right, if its licence is broad enough, and conversely, without an assignment, expansion to group companies, third parties, or a future M&A buyer can stall. Clauses that speak of "ownership" of a file or a medium without addressing copyright or licence terms are a common source of later disputes, because receiving the deliverable and being free to use it are different things.

Where the deliverable ends and pre-existing assets begin

A vendor's pre-existing templates, libraries and know-how being swept into an assignment is too broad for the vendor; a client's commissioned deliverable being freely reusable by the vendor on other projects is too broad for the client. Because the main text of a contract can describe deliverables broadly while an attached list defines them narrowly, both need to be read together, and each side should check that its own necessary rights are actually preserved: a client's right to use pre-existing assets embedded in the deliverable, and a vendor's right to keep its general-purpose components.

Patents, third-party materials and AI outputs need their own checks

Joint development clauses should state who may file a patent application and who may license the result to a third party, not just that the results are shared. Where open-source software, fonts or external APIs are used, their licence terms need checking against the intended commercial use, and AI-generated output raises separate questions about whether copyright subsists in it and whether it risks infringing a third party's rights. Post-termination use rights, how they interact with any obligation to return or delete confidential materials, and who defends and pays if a third party alleges infringement, round out the review.