Pre-existing IP (background IP) clause for freelancers
A background IP clause: you keep the tools, code libraries and templates you bring to a project; the client gets a licence to use them.
Pre-existing IP (background IP) clause: copy and adapt
The Provider retains ownership of all materials, tools, code, templates and know-how it owned before this agreement or developed independently of it (Background IP). To the extent Background IP is incorporated into the deliverables, the Provider grants the Client a non-exclusive, perpetual, royalty-free licence to use it as part of the deliverables. Background IP includes [list, e.g. the Provider's starter theme and component library].
When to use it
Whenever you reuse your own code, templates, presets or frameworks across clients. Without it, a full IP transfer could hand them to the client.
Variants by trade
Developers
Background IP includes the Provider's internal libraries and deployment scripts. The Client receives a licence to use, modify and maintain them as part of the software, but not to resell them separately.
Consultants
Frameworks, methods and training materials used in the engagement remain the Provider's. The Client may use copies internally.
Frequently asked questions
What is background IP?
Anything you owned before the project or built independently of it. Keeping it lets you reuse your own tools with the next client.
Does the client get less with this clause?
No. They still own everything built for them and can use your tools as part of it; they just can't take the tools themselves.
Put this clause in a contract they sign today.
Clinch drafts the full contract with AI from a template, your client signs from their phone without an account, and the deposit is requested the moment they sign.
Start the contract with ClinchRelated clauses
These clauses are general templates, not legal advice. Laws vary by country and state; for high-value or unusual deals, have a lawyer review your contract.
Also available in: Español · Deutsch · Français · Italiano · Português (Brasil)