{"head":{"title":"What Is an IP Assignment in a Software Contract? | OceanLab","description":"An IP assignment is the contract clause that moves ownership of code and designs from their makers to the client. Why it matters and common mistakes.","canonical":"https://oceanlab.in/glossary/ip-assignment"},"crumbs":[{"name":"Home","path":"/"},{"name":"Glossary","path":"/glossary"},{"name":"IP assignment","path":"/glossary/ip-assignment"}],"slug":"ip-assignment","term":"IP assignment","aka":["intellectual property assignment","copyright assignment"],"category":"Buying software","short":"The part of a contract that transfers ownership of code, designs and other work from the people who made them to the client.","body":[["Whoever writes code or makes a design usually owns its copyright unless something says otherwise. An IP assignment is the written clause that moves that ownership to the client, often once the work is paid for."],["In the US, work by an employee within their job belongs to the employer. Work by an outside contractor only counts as a work made for hire in nine specific categories, and only with a written agreement signed by both sides, according to the US Copyright Office's Circular 30. Most custom software does not fall in those categories, so an explicit assignment is the safer route. Other countries have their own rules."]],"why":["Without a clear assignment you may be paying for software you do not fully own. That matters when you raise money, sell the company or switch suppliers, because buyers and investors check who owns the code. It is also the basis of a clean ",{"href":"/glossary/handover","text":"handover"},"."],"example":["A company is selling its business. In due diligence the buyer asks for proof it owns its platform. The original build contract has a signed assignment covering code, designs and documentation, plus a licence for the supplier's reused internal tools, so the question is closed in a day."],"inBuild":["Ask any build partner, including OceanLab, to put the assignment, the licence for any reused code and the account ownership in writing before the build starts."],"mistakes":[["Assuming that paying for the work means you own it."],["Forgetting the supplier's pre-existing tools and libraries, which need a licence rather than an assignment."],["No list of ",{"href":"/glossary/open-source-license","text":"open-source"}," components, whose own licences still apply after the assignment."]],"related":[{"href":"/glossary/handover","label":"Handover (software handover)","detail":"Moving the code, accounts, documents and know-how of a product from the team that built it to the team that will run it."},{"href":"/glossary/open-source-license","label":"Open source license","detail":"The terms under which open source code may be used, changed and shared, including what you owe in return."},{"href":"/glossary/source-code-escrow","label":"Source code escrow","detail":"An arrangement where a vendor's source code is held by a neutral third party and released to the customer if agreed events happen."},{"href":"/glossary/statement-of-work","label":"Statement of work (SOW)","detail":"The document that sets out what a supplier will deliver, by when, for how much, and how the work will be accepted."}],"tools":[{"href":"/tools/sow-template","label":"SOW template","detail":"Free tool"}],"links":[{"href":"/questions/who-owns-the-code","label":"Who owns the code when you hire a software agency?","detail":"Question"},{"href":"/software","label":"Software by industry","detail":"Systems we build per industry, with guides and tools."}],"sources":[{"title":"US Copyright Office, Circular 30: Works Made for Hire","url":"https://www.copyright.gov/circs/circ30.pdf","checkedAt":"2026-10-25"}],"legal":true,"updatedAt":"2026-10-25"}