Contractor IP Assignment Agreement Template

Under US copyright law, ownership starts with the author¹, and transferring it to you takes a writing signed by the owner. A freelancer who writes your code owns it until they sign it over, however much you paid.

Work made for hire is the exception. The Copyright Office explains that work an employee does as part of their regular duties belongs to the employer. Commissioned work qualifies only if it fits one of nine categories², such as a translation or a test, and both sides sign an agreement calling it made for hire. Software, logos and app designs aren't on the list.

Sign it with the services agreement, before work starts, and leave scope and pay to that document. A good one has five clauses.

Use present-tense words. In Stanford v. Roche, a researcher signed his university's form saying he "agree[d] to assign" his inventions, then a company form saying he "do[es] hereby assign" them. The federal appeals court read the first as a mere promise to assign rights in the future³ and the second as an actual assignment. Stanford lost, and the Supreme Court affirmed in 2011 without disturbing that reading.

Take care with the made-for-hire sentence if you hire individuals in California. The state's Labor Code counts someone commissioned under a signed made-for-hire agreement as an employee for workers' compensation⁴. Ask a lawyer whether to delete that sentence and rely on the assignment.

Employees sign a different document. Copyright in work they do for the job is usually yours already, but inventions aren't. The Supreme Court has said that, in most cases, an employer gets an employee's invention only if the inventor expressly grants it³. Have each employee sign an invention assignment when they join, listing any earlier inventions they want to keep.

Some states limit what an invention assignment can cover. In California, it can't reach an invention the employee made entirely on their own time⁵ without the employer's equipment, supplies, facilities or trade secrets. Inventions that relate to the employer's business or research, or come from work for the employer, can still be covered. The template's addendum spells out that limit, with room for your state's wording.

Read advisor agreements for what they assign, not only what they keep confidential. Code a founder wrote before the company existed is theirs until they assign it, which a founder agreement can do. If you run the business as a partnership, settle who owns each partner's work in your partnership agreement.

Investors will ask. In the National Venture Capital Association's model stock purchase agreement⁶, the company states that every current and former employee has assigned the IP they developed for it. It makes the same statement about every consultant who helped develop its IP, and says each of them signed a confidentiality and IP assignment agreement.

List everyone who has contributed code, design or product content: founders, employees, contractors, advisors and friends who helped. Note what each signed, and mark them covered only if a signed document assigns their specific work. Watch for these gaps:

• Only an NDA, which protects secrets, not ownership
• A letter saying the person "agrees to assign" with no actual assignment
• An advisor agreement that excludes deliverables
• A favor or cash job with nothing signed
• Wording too vague to tell, which you flag for review instead of counting

Then rank the gaps by whether each person's work still runs in your product, not by how long ago they left or what they were paid. A module every customer uses goes first. Replaced code still needs a signature, but it can wait.

The person who made the work still owns it, so they can assign it to you today. Send a short letter that names the specific work, attaches the assignment and offers time to read it with their own lawyer.

Offer a modest payment for signing, on top of the original fee. Cornell Law School's Wex legal dictionary explains that a contract needs consideration, a mutual exchange of promises or obligations⁷. Someone paid in full years ago gets nothing new for signing unless you offer it. The template's letters use $500 as a placeholder.

Write more gently to anyone still working with you, and say it's routine paperwork. Log each letter's date, offer and reply. If someone refuses or stays silent after two tries, make a deliberate choice: rebuild the work, accept the risk or get legal advice.

Pair the assignment with an independent contractor agreement that sets scope and pay, and keep both in your startup data room. To build the register from the agreements you already have, open this template in River with Edit with AI.