Intellectual Property Clause in UK Contracts: What It Means & Example Wording

When to Include a Intellectual Property Clause

• In every employment contract, particularly for roles involving creative work, software development, design, or invention
• In freelancer and consultancy agreements where the default position is that the creator retains IP ownership unless assigned
• In joint venture or collaboration agreements where both parties contribute to developing new IP

Example Wording

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Intellectual Property Clause Enforceable in the UK?

IP assignment clauses are generally enforceable in the UK. For employees, section 11(2) of the Copyright, Designs and Patents Act 1988 means the employer already owns copyright in works created in the course of employment, but an express clause provides clarity and covers other IP rights. For contractors, an assignment clause is essential — without one, the contractor retains ownership. Under the Patents Act 1977, employee inventions belong to the employer if made in the course of normal duties or specifically assigned duties where an invention might reasonably be expected. Employees who make inventions of outstanding benefit to the employer may be entitled to compensation under section 40.

Common Mistakes

• Assuming that paying a contractor for work automatically transfers IP ownership — in the UK, this is not the case without an express assignment
• Failing to include a 'present assignment of future rights' clause, which means IP created in the future may not be automatically assigned
• Not addressing moral rights — in the UK, the author of a work has moral rights (such as the right to be identified as author) that must be explicitly waived