Intellectual property transfer clause for freelancers
An IP transfer clause that assigns rights to the client only after full payment, while the freelancer keeps their tools and know-how.
Intellectual property transfer clause: copy and adapt
On receipt of full payment, the Provider assigns to the Client all rights, title and interest in the final deliverables. Until full payment, the Provider retains ownership and grants the Client a limited licence to review the work. The Provider retains ownership of its pre-existing materials, tools, templates and know-how, and grants the Client a perpetual, non-exclusive licence to use any of them incorporated in the deliverables.
When to use it
In every creative or technical project. 'Rights on full payment' is the strongest lever you have on an unpaid invoice.
Variants by trade
Developers
Open-source components remain under their original licences. The Provider's reusable libraries are licensed to the Client, not assigned.
Designers
Rejected concepts and drafts remain the property of the Provider and may not be used by the Client.
Frequently asked questions
When should IP transfer to the client?
On full payment. Transferring on signature gives away your leverage if the invoice goes unpaid.
Do I lose the right to reuse my code or templates?
Not with this clause: pre-existing materials stay yours and are licensed to the client.
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.
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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.