Contract Clause Library
Intellectual property clause
Determines who owns the work product — the client, the agency, or some split between the two — once it's created and paid for.
This is one of the highest-stakes clauses in any creative or development contract: it decides whether the client owns the final deliverables outright, whether the agency retains rights to underlying tools or frameworks it reuses across clients, and what happens to work-in-progress if the engagement ends early. Getting this wrong can mean a client can't legally use what they paid for, or an agency can't reuse its own general-purpose tooling on the next project.
Sample wording
Sample language (illustrative, not legal advice)
Upon full payment of all fees due under this Agreement, Vendor assigns to Client all right, title, and interest in the final deliverables, excluding Vendor's pre-existing tools, frameworks, and general methodologies, which Vendor retains and licenses to Client on a non-exclusive, perpetual basis for use with the deliverables.
Red flags
- IP transfer conditioned on "full payment" with no clarity on what happens to partial work if the engagement ends mid-project
- No carve-out for the agency's own pre-existing tools and frameworks, which can make it legally impossible to reuse them on future clients
- Ambiguity about open-source or third-party licensed components included in the deliverable
How MarginFlow reads it
MarginFlow extracts the payment-conditional trigger ("upon full payment") and the pre-existing-IP carve-out separately, since disputes over this clause tend to center on exactly those two boundaries — what's actually been paid for, and what was never included in the transfer to begin with.