IP assignment
Also called intellectual property assignment, copyright assignment.
The part of a contract that transfers ownership of code, designs and other work from the people who made them to the client.
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What it is.
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 it matters
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 handover.
In a product build
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.
Common mistakes.
- 01
Assuming that paying for the work means you own it.
- 02
Forgetting the supplier's pre-existing tools and libraries, which need a licence rather than an assignment.
- 03
No list of open-source components, whose own licences still apply after the assignment.
Read the official text.
Primary sources this definition is based on.
- US Copyright Office, Circular 30: Works Made for Hirechecked 2026-10-25
Work it out with a tool.
Related terms.
- Handover (software handover)Moving the code, accounts, documents and know-how of a product from the team that built it to the team that will run it.
- Open source licenseThe terms under which open source code may be used, changed and shared, including what you owe in return.
- Source code escrowAn arrangement where a vendor's source code is held by a neutral third party and released to the customer if agreed events happen.
- Statement of work (SOW)The document that sets out what a supplier will deliver, by when, for how much, and how the work will be accepted.
